UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒

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

For the quarterly period ended September 30, 2020

☐

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)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, $0.0001 par value	WIFI	The Nasdaq Stock Market LLC
(Title of each class)	(Trading symbol)	(Name of each exchange on which registered)

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 ⌧ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ⌧ No ☐

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


Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐		Smaller Reporting Company ☐

		Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 26, 2020, there were 44,530,884 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	29

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	43

Item 4.	Controls and Procedures	44

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	44

Item 1A.	Risk Factors	44

Item 6.	Exhibits	46

SIGNATURES		47

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,		December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	46,972	$	40,401
Marketable securities		7,580		40,214
Accounts receivable, net		18,760		33,350
Prepaid expenses and other current assets		10,378		8,235
Total current assets		83,690		122,200
Property and equipment, net		399,293		380,243
Operating lease right-of-use assets, net		13,433		15,196
Goodwill		58,579		58,579
Intangible assets, net		11,664		14,940
Other assets		11,757		9,309
Total assets	$	578,416	$	600,467

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	19,576	$	24,298
Accrued expenses and other liabilities		54,264		65,152
Deferred revenue		65,976		61,229
Current portion of operating leases		2,620		2,695
Current portion of long-term debt		778		778
Current portion of finance leases		1,147		2,721
Current portion of notes payable		218		1,527
Total current liabilities		144,579		158,400
Deferred revenue, net of current portion		164,794		166,660
Long-term portion of operating leases		15,216		17,357
Long-term debt		169,382		162,708
Long-term portion of finance leases		—		572
Long-term portion of notes payable		—		95
Deferred tax liabilities		1,005		993
Other liabilities		184		201
Total liabilities		495,160		506,986

Commitments and contingencies (Note 14)

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; 44,526 and 44,224 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		4		4
Additional paid-in capital		239,766		234,638
Accumulated deficit		(154,357)		(140,973)
Accumulated other comprehensive loss		(2,656)		(1,426)
Total common stockholders’ equity		82,757		92,243
Non-controlling interests		499		1,238
Total stockholders’ equity		83,256		93,481
Total liabilities and stockholders’ equity	$	578,416	$	600,467

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

Table of Contents

Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
		2020	2019			2020	2019

Revenue	$	58,754	$	64,707	$	177,312	$	199,734
Costs and operating expenses:
Network access		28,458		29,155		85,102		90,368
Network operations		12,907		13,682		39,743		42,073
Development and technology		6,277		8,182		19,760		25,534
Selling and marketing		4,903		5,721		16,334		17,782
General and administrative		5,878		5,021		19,917		20,330
Amortization of intangible assets		1,060		1,103		3,276		3,365
Total costs and operating expenses		59,483		62,864		184,132		199,452
(Loss) income from operations		(729)		1,843		(6,820)		282
Interest expense and amortization of debt discount		(2,282)		(2,191)		(7,404)		(6,741)
Interest income and other expense, net		101		388		476		1,600
(Loss) income before income taxes		(2,910)		40		(13,748)		(4,859)
Income tax expense		(109)		(143)		(225)		(254)
Net loss		(3,019)		(103)		(13,973)		(5,113)
Net (loss) income attributable to non-controlling interests		(108)		84		(589)		11
Net loss attributable to common stockholders	$	(2,911)	$	(187)	$	(13,384)	$	(5,124)

Net loss per share attributable to common stockholders:
Basic	$	(0.07)	$	0.00	$	(0.30)	$	(0.12)
Diluted	$	(0.07)	$	0.00	$	(0.30)	$	(0.12)

Weighted average shares used in computing net loss per share attributable to common stockholders:
Basic		44,505		44,136		44,390		43,904
Diluted		44,505		44,136		44,390		43,904

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

Table of Contents

Boingo Wireless, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

Net loss	$	(3,019)	$	(103)	$	(13,973)	$	(5,113)
Other comprehensive (loss) income, net of tax
Foreign currency translation adjustments		(148)		(304)		(1,120)		(268)
Unrealized (loss) gain on marketable securities		(39)		(4)		2		41
Comprehensive loss		(3,206)		(411)		(15,091)		(5,340)
Comprehensive (loss) income attributable to non-controlling interest		(87)		107		(477)		32
Comprehensive loss attributable to common stockholders	$	(3,119)	$	(518)	$	(14,614)	$	(5,372)

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

Table of Contents

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, 2019	44,224	$	4	$	234,638	$	(140,973)	$	(1,426)	$	1,238	$	93,481
Issuance of common stock under stock incentive plans	90		—		185		—		—		—		185
Shares withheld for taxes	—		—		(461)		—		—		—		(461)
Stock-based compensation expense	—		—		1,686		—		—		—		1,686
Non-controlling interest distributions	—		—		—		—		—		(262)		(262)
Net loss	—		—		—		(4,633)		—		(92)		(4,725)
Other comprehensive (loss) income	—		—		—		—		(1,019)		68		(951)
Balance at March 31, 2020	44,314		4		236,048		(145,606)		(2,445)		952		88,953
Issuance of common stock under stock incentive plans	151		—		262		—		—		—		262
Shares withheld for taxes	—		—		(472)		—		—		—		(472)
Stock-based compensation expense	—		—		2,147		—		—		—		2,147
Net loss	—		—		—		(5,840)		—		(389)		(6,229)
Other comprehensive (loss) income	—		—		—		—		(3)		23		20
Balance at June 30, 2020	44,465		4		237,985		(151,446)		(2,448)		586		84,681
Issuance of common stock under stock incentive plans	61		—		—		—		—		—		—
Shares withheld for taxes	—		—		(417)		—		—		—		(417)
Stock-based compensation expense	—		—		2,198		—		—		—		2,198
Net loss	—		—		—		(2,911)		—		(108)		(3,019)
Other comprehensive (loss) income	—		—		—		—		(208)		21		(187)
Balance at September 30, 2020	44,526	$	4	$	239,766	$	(154,357)	$	(2,656)	$	499	$	83,256

Balance at December 31, 2018	42,669	$	4	$	259,132	$	(129,930)	$	(1,295)	$	2,211	$	130,122
Issuance of common stock under stock incentive plans	1,310		—		6		—		—		—		6
Shares withheld for taxes	—		—		(32,907)		—		—		—		(32,907)
Stock-based compensation expense	—		—		2,574		—		—		—		2,574
Net loss	—		—		—		(5,153)		—		(86)		(5,239)
Other comprehensive (loss) income	—		—		—		—		(22)		4		(18)
Balance at March 31, 2019	43,979		4		228,805		(135,083)		(1,317)		2,129		94,538
Issuance of common stock under stock incentive plans	128		—		74		—		—		—		74
Shares withheld for taxes	—		—		(759)		—		—		—		(759)
Stock-based compensation expense	—		—		2,271		—		—		—		2,271
Non-controlling interest distributions	—		—		—		—		—		(1,003)		(1,003)
Net income	—		—		—		216		—		13		229
Other comprehensive income (loss)	—		—		—		—		105		(6)		99
Balance at June 30, 2019	44,107		4		230,391		(134,867)		(1,212)		1,133		95,449
Issuance of common stock under stock incentive plans	70		—		74		—		—		—		74
Repurchases of common stock	(56)		—		—		(747)		—		—		(747)
Shares withheld for taxes	—		—		(457)		—		—		—		(457)
Stock-based compensation expense	—		—		2,278		—		—		—		2,278
Net (loss) income	—		—		—		(187)		—		84		(103)
Other comprehensive (loss) income	—		—		—		—		(331)		23		(308)
Balance at September 30, 2019	44,121	$	4	$	232,286	$	(135,801)	$	(1,543)	$	1,240	$	96,186

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

Table of Contents

Boingo Wireless, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Nine Months Ended
	September 30,
	2020		2019
Cash flows from operating activities
Net loss	$	(13,973)	$	(5,113)
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities:
Depreciation and amortization of property and equipment		58,198		52,750
Amortization of intangible assets		3,276		3,365
Impairment loss, loss on disposal of fixed assets and intangible assets held for sale, net, and other		15		277
Stock-based compensation		5,534		6,434
Amortization of deferred financing costs and debt discount, net of amounts capitalized		6,776		6,554
Non-cash operating lease cost		1,762		1,675
Gains and amortization of premiums/discounts for marketable securities		2		(522)
Change in fair value of contingent consideration		—		(961)
Bad debt expense		28		187
Change in deferred income taxes		(12)		—
Changes in operating assets and liabilities:
Accounts receivable		14,180		(6,974)
Prepaid expenses and other assets		(5,116)		946
Accounts payable		(336)		532
Accrued expenses and other liabilities		(6,071)		5,394
Deferred revenue		2,881		18,523
Operating lease liabilities		(2,214)		(1,996)
Net cash provided by operating activities		64,930		81,071
Cash flows from investing activities
Purchases of marketable securities		(15,032)		(73,323)
Proceeds from maturities of marketable securities		47,665		37,293
Purchases of property and equipment		(85,819)		(101,455)
Net cash used in investing activities		(53,186)		(137,485)
Cash flows from financing activities
Debt issuance costs		—		(1,815)
Proceeds from credit facility		100,000		3,500
Principal payments on credit facility		(100,584)		(584)
Payments of acquisition related consideration		—		(3,027)
Proceeds from exercise of stock options		447		154
Repurchase of common stock for retirement		—		(747)
Payments of finance leases and notes payable		(3,548)		(5,162)
Payments of withholding tax on net issuance of restricted stock units		(1,350)		(34,123)
Payments to non-controlling interest		(262)		(1,003)
Net cash used in financing activities		(5,297)		(42,807)
Effect of exchange rates on cash		124		(9)
Net increase (decrease) in cash and cash equivalents		6,571		(99,230)
Cash and cash equivalents at beginning of period		40,401		149,412
Cash and cash equivalents at end of period	$	46,972	$	50,182
Supplemental disclosure of non-cash investing and financing activities
Property and equipment costs included in accounts payable, accrued expenses and other liabilities	$	30,046	$	35,515
Capitalized stock-based compensation included in property and equipment costs	$	497	$	689
Financed sale of intangible assets held for sale	$	224	$	300

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

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 wireless connectivity solutions for smartphones, tablets, laptops, wearables and other wireless-enabled consumer devices. Boingo Wireless, Inc. was incorporated on April 16, 2001 in the State of Delaware. We have a diverse monetization model that enables us to generate revenues from wholesale partnerships, retail sales, and advertising across these wireless networks. Wholesale offerings include distributed antenna systems (“DAS”) or small cells, which are cellular extension networks, multifamily, carrier offload, Wi-Fi roaming, value-added services, private label Wi-Fi, and location-based services. Retail products include Wi-Fi services for military personnel living in the barracks of U.S. Army, Air Force and Marine bases around the world, and Wi-Fi subscriptions and day passes that provide access to commercial hotspots worldwide. Advertising revenue is driven by Wi-Fi sponsorships at airports, hotels, cafes and restaurants, and public spaces. Our customers include some of the world’s largest carriers, telecommunications service providers, global consumer brands, and property owners, as well as troops stationed at military bases and Internet savvy consumers on the go.

Impact of COVID-19 on our business

The pandemic caused by an outbreak of a new strain of coronavirus (“COVID-19”) has resulted, and is likely to continue to result, in significant national and global economic disruption and may adversely affect our business. Uncertainty exists concerning the magnitude of the impact and duration of the COVID-19 pandemic. As of the date of this filing, we have seen some negative impacts primarily related to travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. Specifically, the decrease in passenger traffic at our managed and operated venue locations has directly contributed to a decline in new retail single-use access transactions and recurring monthly subscription sign-ups, a decline in revenues generated from wholesale Wi-Fi partners who pay usage-based fees, a decline in available advertising inventory, and a decline in revenue received from tenants at our managed and operated venue locations resulting from the cancellation of Wi-Fi and other services. Although we continue to close and launch new customer deals, we have also experienced an overall reduction in new deal flow due to COVID-19.

Certain states, including California, issued executive orders requiring all workers to remain at home, unless their work is critical, essential, or life-sustaining. While some restrictions have been lifted in certain states, many restrictions continue to remain in place and some restrictions that have previously been lifted have been reinstituted. We transitioned our corporate employees to a work from home model and our employees are continuing to perform their functions in the new environment. While we are unable to determine or predict the nature, duration or scope of the overall impact that the COVID-19 pandemic will have on our business, results of operations, liquidity or capital resources, we will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, and stockholders.

2. Summary of significant accounting policies

Basis of presentation

The accompanying interim condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2020 and 2019 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2019 contained in our annual report on Form 10-K filed with the SEC on March 2, 2020. 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, 2020 and 2019, our cash flows for the nine months ended September 30, 2020 and 2019, and our financial position as of September 30, 2020. The year-end balance sheet data was derived from audited consolidated financial statements but does not

Table of Contents

include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes. The standard removes certain ASC 740 exceptions to reduce the cost and complexity of its application including: i) the exception to the “with-and-without” approach for intraperiod tax allocation when there was a loss from continuing operations and income or a gain from other items such as discontinued operations of other comprehensive income; ii) two exceptions with respect to accounting for outside basis differences of equity method investments and foreign subsidiaries; and iii) the exception to limit the income tax benefit recognized in the interim period in cases where the year-to-date loss exceeded the anticipated loss for the year. The standard also clarified and amended existing guidance including, but not limited to: i) when a step-up in the tax basis of goodwill should be considered part of the business combination in which the book goodwill was originally recognized and when it should be considered a separate transaction; and ii) accounting for tax effects, both deferred and current, in the interim period that includes the enactment date. The standard is effective for annual periods beginning after December 15, 2020, and interim periods within those reporting periods. Early adoption is permitted with any adjustments reflected as of the beginning of the fiscal year of adoption. We adopted ASU 2019-12 on January 1, 2020 and the adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles—Goodwill and Other—Internal Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract, which requires customers to apply the same criteria for capitalizing implementation costs incurred in a cloud computing arrangement that is hosted by the vendor as they would for an arrangement that has a software license. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The standard can be adopted prospectively or retrospectively. We adopted ASU 2018-15 on January 1, 2020 on a prospective basis for any new implementation costs incurred in a cloud computing arrangement that is hosted by the vendor. The adoption of this standard did not have a material impact on our condensed consolidated financial statements for the three and nine months ended September 30, 2020.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credit, financial guarantees, and other similar investments) and net investments in leases recognized by the lessor in accordance with ASC 842 on leases. In addition, the standard made changes to the accounting for available-for-sale debt securities. One such change is to require credit losses to be presented as an allowance rather than as a write-down on available-for-sale debt securities. Available-for-sale accounting recognizes that values may be realized either through collection of contractual cash flows or through the sale of the security. Therefore the amendments limit the amount of the allowance for credit losses to the amount by which fair value is below amortized cost because the classification as available-for-sale is premised on an investment strategy that recognizes that the investment could be sold at fair value, if cash collection would result in the realization of an amount less than fair value. The standard is effective for interim and annual periods beginning after December 15, 2019 and early adoption is permitted. The standard will be adopted under the modified-retrospective approach with the prospective transition approach required for debt securities for which an other-than-temporary impairment had been recognized before the effective date. We adopted ASU 2016-13 on January 1, 2020 and the adoption of this standard did not have a material impact on our condensed consolidated financial statements.

Principles of consolidation

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

Marketable securities

Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. According to ASC 320, Investments—Debt and Equity Securities, we have classified securities, which have readily determinable fair values and

Table of Contents

are highly liquid, as short-term because such securities are expected to be realized within a one-year period. At September 30, 2020 and December 31, 2019, we had $7,580 and $40,214, 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 income and other expense, net.

For the three and nine months ended September 30, 2020, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale. As of September 30, 2020 and December 31, 2019, we had $23 and $21, respectively of cumulative unrealized gain, net of tax, which was $0 as of September 30, 2020 and December 31, 2019 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss.

Segment and geographic information

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

All significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because it would be impracticable to do so.

The following is a summary of our revenue disaggregated by product offerings:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenue:
Military/multifamily	$	23,806	$	23,641	$	70,226	$	73,934
DAS		21,877		23,714		66,287		75,431
Wholesale-Wi-Fi		10,110		11,200		29,559		32,938
Retail		2,060		3,646		7,387		11,419
Advertising and other		901		2,506		3,853		6,012
Total revenue	$	58,754	$	64,707	$	177,312	$	199,734

Revenue recognition

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

Table of Contents

Revenues are recognized when a contract with a customer exists and control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services and the identified performance obligation has been satisfied. Contracts entered into at or near the same time with the same customer are combined and accounted for as a single contract if the contracts have a single commercial objective, the amount of consideration is dependent on the price or performance of the other contract, or the services promised in the contracts are a single performance obligation. Contract amendments are routine in the performance of our DAS, wholesale Wi-Fi, and advertising contracts. Contracts are often amended to account for changes in contract specifications or requirements or expand network access services. In most instances, our DAS and wholesale Wi-Fi contract amendments are for additional goods or services that are distinct, and the contract price increases by an amount that reflects the standalone selling price of the additional goods or services; therefore, such contract amendments are accounted for as separate contracts. Contract amendments for our advertising contracts are also generally for additional goods or services that are distinct; however, the contract price does not increase by an amount that reflects the standalone selling price of the additional goods or services. Advertising contract amendments are therefore generally accounted for as contract modifications under the prospective method. Contract amendments to transaction prices with no change in remaining services are accounted for as contract modifications under the cumulative catch-up method.

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC 606, Revenue from Contracts with Customers. A contract’s transaction price is allocated to each distinct performance obligation and is recognized as revenue when, or as, the performance obligation is satisfied, which typically occurs when the services are rendered. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Our contracts with customers may include multiple performance obligations. For such arrangements, we allocate revenue to each performance obligation based on its relative standalone selling price. We generally determine standalone selling prices based on the prices charged to customers. Judgment may be used to determine the standalone selling prices for items that are not sold separately, including services provided at no additional charge. Most of our performance obligations are satisfied over time as services are provided. We generally recognize revenue on a gross basis as we are primarily responsible for fulfilling the promises to provide the specified goods or services, we are responsible for paying all costs related to the goods or services before they have been transferred to the customer, and we have discretion in establishing prices for the specified goods or services. Revenue is presented net of any sales and value added taxes.

Payment terms vary on a contract-by-contract basis, although terms generally require payment within 30 to 60 days for non-recurring payments, the first day of the monthly or quarterly billing cycle for recurring payments for DAS and wholesale Wi-Fi contracts, and the first day of the month prior to the month that services are provided for multifamily contracts. We apply a practical expedient for purposes of determining whether a significant financing component may exist for our contracts if, at contract inception, we expect that the period between when we transfer the promised good or service to the customer and when the customer pays for that good or service will be one year or less. In instances where the customer pays for a good or service one year or more in advance of the period when we transfer the promised good or service to the customer, we have determined our contracts generally do not include a significant financing component. The primary purpose of our invoicing terms is not to receive financing from our customers or to provide customers with financing but rather to maximize our profitability on the customer contract. Specifically, inclusion of non-refundable upfront fees in our long-term customer contracts increases the likelihood that the customer will be committed through the end of the contractual term and ensures recoverability of the capital outlay that we incur in expectation of the customer fulfilling its contractual obligations. We may also provide service credits to our customers if we fail to meet contractual monthly system uptime requirements and we account for the variable consideration related to these service credits using the most likely amount method.

For contracts that include variable consideration, we estimate the amount of consideration at contract inception under the expected value method or the most likely amount method and include the amount of variable consideration that is not considered to be constrained. Significant judgment is used in constraining estimates of variable consideration. We update our estimates at the end of each reporting period as additional information becomes available.

Table of Contents

Timing of revenue recognition may differ from the timing of invoicing to customers. We record unbilled receivables (contract assets) when revenue is recognized prior to invoicing, deferred revenue (contract liabilities) when revenue is recognized after invoicing, and receivables when we have an unconditional right to consideration to invoice and receive payment in the future. We present our DAS, multifamily, and wholesale Wi-Fi contracts in our condensed consolidated balance sheet as either a contract asset or a contract liability with any unconditional rights to consideration presented separately as a receivable. Our other customer contracts generally do not have any significant contract asset or contract liability balances. Generally, a significant portion of the billing for our DAS contracts occurs prior to revenue recognition, resulting in our DAS contracts being presented as contract liabilities. In contrast, our wholesale Wi-Fi contracts that contain recurring fees with annual escalations are generally presented as contract assets as revenue is recognized prior to invoicing. Our multifamily contracts can be presented as either contract liabilities or contract assets primarily as a result of timing of invoicing for the network installations.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were immaterial during the three and nine months ended September 30, 2020 and are included in prepaid expenses and other current assets and non-current other assets on our condensed consolidated balance sheets. We apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. Contract costs are evaluated for impairment in accordance with ASC 310, Receivables.

DAS

We enter into long-term contracts with telecom operators for access to our DAS networks at our managed and operated locations. The initial term of our DAS contracts with telecom operators can range up to twenty years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our DAS customer contracts generally contain a single performance obligation—provide non-exclusive access to our DAS networks to provide telecom operators’ customers with access to the licensed wireless spectrum, together with providing telecom operators with construction, installation, optimization/engineering, maintenance services and agreed-upon storage space for the telecom operators’ transmission equipment, each related to providing such licensed wireless spectrum to the telecom operators. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contract fee structure generally includes a non-refundable upfront fee and we evaluated whether customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation because of those non-refundable upfront fees. We apply significant judgment in determining whether the customer options to renew services give rise to a material right that should be accounted for as a separate performance obligation. We believe that a material right generally does not exist for our DAS customer contracts that contain renewal options because the telecom operators’ decision to renew is highly dependent upon our ability to maintain our exclusivity as the DAS service provider at the venue location and our limited operating history with venue and customer renewals. The telecom operators will make the decision to incur the capital improvement costs at the venue location irrespective of our remaining exclusivity period with the venue as the telecom operators expect that the assets will continue to be serviced regardless of whether we will remain such exclusive DAS service provider. Our contracts also provide our DAS customers with the option to purchase additional future services such as upgrades or enhancements. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services depends entirely on the market rate of such services at the time such services are requested and we are not automatically obligated to stand ready to deliver these additional goods or services as the customer may reject our proposal. Periodically, we install and sell DAS networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed, and the network has been accepted by the customer.

Table of Contents

Our contract fee structure may include varying components of an upfront build-out fee and recurring access, maintenance, and other fees. The upfront build-out fee is generally structured as a firm-fixed price or cost-plus arrangement and becomes payable as certain contract and/or construction milestones are achieved. Our DAS networks are neutral-host networks that can accommodate multiple telecom operators. Some of our DAS customer contracts provide for credits that may be issued to existing telecom operators for additional telecom operators subsequently joining the DAS network. The credits are generally based upon a fixed dollar amount per additional telecom operator, a fixed percentage amount of the original build-out fee paid by the telecom operator per additional telecom operator, or a proportionate share based upon the split among the relevant number of telecom operators for the actual costs incurred by all telecom operators to construct the DAS network. In most cases, there is significant uncertainty on whether additional telecom operator contracts will be executed at inception of the contract with the existing telecom operator. We believe that the upfront build-out fee is fixed consideration once the build-out is complete and any subsequent credits that may be issued would be accounted for in a manner similar to a contract modification under the prospective method because (i) the execution of customer contracts with additional telecom carriers is at our sole election and (ii) we would not execute agreements with additional telecom carriers if it would not increase our revenues and gross profits at the venue level. Further, the credits issued to the existing telecom operator changes the transaction price on a go-forward basis, which corresponds with the decline in service levels for the existing telecom operator once the neutral-host DAS network can be accessed by the additional telecom operator. The recurring access, maintenance, and other fees generally escalate on an annual basis. The recurring fees are variable consideration until the contract term and annual escalation dates are fixed. We estimate the variable consideration for our recurring fees using the most likely amount method based on the expected commencement date for the services. We evaluate our estimates of variable consideration each period and record a cumulative catch-up adjustment in the period in which changes occur for the amount allocated to satisfied performance obligations.

We generally recognize revenue related to our single performance obligation for our DAS customer contract monthly over the contract term once the customer may access the DAS network and we commence maintenance on the DAS network.

Military and retail

Military and retail customers must review and agree to abide by our standard “Customer Agreement (With Acceptable Use Policy) and End User License Agreement” before they are able to sign up for our subscription or single-use Wi-Fi network access services. Our military and retail customer contracts generally contain a single performance obligation—provide non-exclusive access to Wi-Fi services, together with performance of standard maintenance, customer support, and the Wi-Finder app to facilitate seamless connection to the Company’s Wi-Fi network. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contracts also provide our military and retail subscription customers with the option to renew the agreement when the subscription term is over. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is cancellable within five days’ notice prior to the end of the then current term by either party.

The contract transaction price is determined based on the subscription or single-use plan selected by the customer. Our military and retail service plans are for fixed price services as described on our website. From time to time, we offer promotional discounts that result in an immediate reduction in the price paid by the customer. Subscription fees from military and retail customers are paid monthly in advance. We provide refunds for our military and retail services on a case-by-case basis. Refunds and credit card chargeback amounts are not significant and are recorded as contra-revenue in the period the refunds are made, or chargebacks are received.

Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from military and retail single-use access is recognized when access is provided, and the performance obligation is satisfied.

Table of Contents

Multifamily

We enter into long-term contracts with property owners. The initial term of our contracts with property owners can range up to ten years and the contracts may contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, which is the period during which we have present and enforceable rights and obligations. Our customer contracts generally contain two performance obligations: (i) install the network required to provide Wi-Fi services; and (ii) provide Wi-Fi services and technical support to the residents and employees. Our contracts may also provide our property owners with the option to renew the agreement. We do not consider this option to provide the property owner with a material right that should be accounted for as a separate performance obligation because the property owner would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contracts may also provide our customers with the option to purchase additional future services. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and we are not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject our proposal.

Our contract fee structure includes a network installation fee and recurring Wi-Fi service and support fees. The network installation fee is generally structured as a firm-fixed price arrangement and becomes payable as certain contract and/or installation milestones are achieved. We generally estimate variable consideration for unpriced change orders using the most likely amount method based on the expected price for those services. If network installations are not completed by specified dates, we may be subject to network installation penalties. We estimate the variable consideration for our network installation fees using the most likely amount method based on the amount of network installation penalties we expect to incur. Title to the network generally transfers to the property owner once installation is completed and the network has been accepted. We generally recognize revenue related to our network installation performance obligation using a cost-to-cost method over the network installation period. We may provide latent defect warranties for materials and installation labor services related to our network installation services. Our warranty obligations are generally not accounted for as separate performance obligations as warranties cannot be separately purchased and warranties do not provide a service in addition to the assurance that the network will function as expected.

The recurring fees commence once the network is launched with recurring fees generally based upon a fixed or variable occupancy rate. The recurring Wi-Fi service fees may be adjusted prospectively for changes in circuit and/or video content costs, and Wi-Fi support fees may escalate on an annual basis. We estimate the variable consideration for our recurring fees using the expected value method with the exception of the variable consideration related to actual occupancy rates, which we record when we have the contractual right to bill. We evaluate our estimates of variable consideration each period and record a cumulative catch-up adjustment in the period in which changes occur for the amount allocated to satisfied performance obligations. We recognize revenue related to the recurring fees on a monthly basis over the contract term as the Wi-Fi services and support is rendered, and the performance obligation is satisfied.

Table of Contents

Wholesale Wi-Fi

We enter into long-term contracts with enterprise customers such as telecom operators, cable companies, technology companies, and enterprise software/services companies, that pay us usage-based Wi-Fi network access and software licensing fees to allow their customers' access to our footprint worldwide. We also enter into long-term contracts with financial institutions and other enterprise customers who provide access to our Wi-Fi footprint as a value-added service for their customers. The initial term of our contracts with wholesale Wi-Fi customers generally range up to three years and the agreements generally contain renewal options. Some of our contracts provide termination for convenience clauses that may or may not include substantive termination penalties. We apply judgment in determining the contract term, the period during which we have present and enforceable rights and obligations. Our wholesale Wi-Fi customer contracts generally contain a single performance obligation-provide non-exclusive rights to access our Wi-Fi networks to provide wholesale Wi-Fi customers' end customers with access to the high-speed broadband network that may be bundled together with integration services, support services, and/or performance of standard maintenance. The performance obligation is considered a series of distinct services as the performance obligation is satisfied over time and the same time-based input method or usage-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer. Our contracts may also provide our enterprise customers with the option to renew the agreement. This option is not considered to provide the customer with a material right that should be accounted for as a separate performance obligation because the customer would not receive a discount if it decided to renew and the option to renew is generally cancellable by either party subject to the notice of non-renewal requirements specified in the contract. Our contracts may also provide our wholesale Wi-Fi customers with the option to purchase additional future services. We do not consider this option to provide the customer with a material right that should be accounted for as a separate performance obligation since the cost of the additional future services are generally at market rates for such services and we are not automatically obligated to stand ready to deliver these additional goods or services because the customer may reject our proposal. Periodically, we install and sell Wi-Fi networks to customers where we do not have service contracts or remaining obligations beyond the installation of those networks and we recognize build-out fees for such projects as revenue when the installation work is completed, and the network has been accepted by the customer.

Our contract fee structure may include varying components of a minimum fee and usage-based fees. Minimum fees represent fixed price consideration while usage-based fees represent variable consideration. With respect to variable consideration, our commitment to our wholesale Wi-Fi customers consists of providing continuous access to the network. It is therefore a single performance obligation to stand ready to perform and we allocate the variable fees charged for usage when we have the contractual right to bill. The variable component of revenue is recognized based on the actual usage during the period.

Wholesale Wi-Fi revenue is recognized as it is earned over the relevant contract term with variable consideration recognized when we have the contractual right to bill.

Advertising

We generally enter into short-term cancellable insertion orders with our advertising customers for advertising campaigns that are served at our managed and operated locations and other locations where we solely provide authorized access to a partner’s Wi-Fi network through sponsored and promotional programs. Our sponsorship advertising arrangements are generally priced under a cost per engagement structure, which is a set price per click or engagement, or a cost per install structure for third party application downloads. Our display advertising arrangements are priced based on cost per thousand impressions. Insertion orders may also include bonus items. Our advertising customer contracts may contain multiple performance obligations with each distinct service. These distinct services may include an advertisement video or banner impressions in the contract bundled with the requirement to provide network, space on the website, and integration of customer advertisement onto the website, and each is generally considered to be its own performance obligation. The performance obligations are considered a series of distinct services as the performance obligations are satisfied over time and the same action-based output method would be used to measure our progress toward complete satisfaction of the performance obligation to transfer each distinct service in the series to the customer.

Table of Contents

The contract transaction price is comprised of variable consideration based on the stated rates applied against the number of units delivered inclusive of the bonus units subject to the maximums provided for in the insertion order. It is customary for us to provide additional units over and above the amounts contractually required; however, there are a number of factors that can also negatively impact our ability to deliver the units required by the customer such as service outages at the venue resulting from power or circuit failures and customer cancellation of the remaining undelivered units under the insertion order due to campaign performance or budgetary constraints. Typically, the advertising campaign periods are short in duration. We therefore use the contractual rates per the insertion orders and actual units delivered to determine the transaction price each period end. The transaction price is allocated to each performance obligation based on the standalone selling price of each performance obligation.

Advertising revenue is recognized ratably over the service period based on actual units delivered subject to the maximums provided for in the insertion order.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets, current portion of operating and finance leases, and long-term portion of operating and finance leases in our condensed consolidated balance sheets. Finance leases are included in property and equipment, net, current portion of operating and finance leases, and long-term portion of operating and finance leases in our condensed consolidated balance sheets.

Operating and finance lease right-of-use (“ROU”) assets and ROU liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are accounted for separately for the asset classes maintained. We exclude short-term leases with a lease term of 12 months or less at the commencement date from our condensed consolidated balance sheets.

Income taxes

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. Excess windfall tax benefits and tax deficiencies related to our stock option exercises and restricted stock unit (“RSU”) vesting are recognized as an income tax benefit or expense in our condensed consolidated statements of operations in the period they are deducted on the income tax return. Excess windfall tax benefits and tax deficiencies are therefore not anticipated when determining the annual effective tax rate and are instead recognized in the interim period in which those items occur.

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

As of September 30, 2020, we were in a net tested loss position in our subsidiaries located outside of the U.S. In the event that we generate earnings in these subsidiaries, our intention is to indefinitely reinvest these earnings outside the U.S. If we were to remit our foreign earnings, we would be subject to state income taxes or withholding taxes imposed on actual distributions, or currency transaction gains (losses) that would result in taxation upon remittance. However, the amounts of any such tax liabilities resulting from the repatriation of foreign earnings are not material.

Table of Contents

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, 2020 and December 31, 2019, the Company had $(2,679) and $(1,447), respectively, of cumulative foreign currency translation adjustments, net of tax, which was $0 as of September 30, 2020 and December 31, 2019 due to the full valuation allowance established against our deferred tax assets, in accumulated other comprehensive loss.

The functional currency for our other foreign subsidiaries is the U.S. dollar. Gains and losses from the revaluation of foreign currency transactions and monetary assets and liabilities are included in the condensed consolidated statements of operations.

Use of estimates

The preparation of accompanying condensed consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the accompanying condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Assets and liabilities which are subject to significant judgment and the use of estimates include the allowance for doubtful accounts, recoverability of goodwill and long-lived assets, valuation allowances with respect to deferred tax assets, useful lives associated with property and equipment, valuation of ROU assets and ROU liabilities, valuation and useful lives of intangible assets, contract assets and contract liabilities including estimates of variable consideration, and the valuation and assumptions underlying stock-based compensation and other equity instruments. On an ongoing basis, we evaluate our estimates compared to historical experience and trends, which form the basis for making judgments about the carrying value of assets and liabilities.

Fair value of financial instruments

Fair value 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, accounts receivable, prepaid expenses and other current assets, other assets, accounts payable, accrued expenses and other liabilities, and deferred revenue approximates fair value due to the short duration and nature of these financial instruments.

Table of Contents

Recent accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity's Own Equity (Subtopic 815-40), which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments, amends the accounting for certain contracts in an entity's own equity that are currently accounted for as derivatives because of specific settlement provisions, and modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted EPS calculation. The standard is effective for annual periods beginning after December 15, 2021, and interim periods within those reporting periods. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those reporting periods. The standard can be adopted under the modified retrospective method or the full retrospective method. We are currently evaluating the expected impact of this new standard on our condensed consolidated financial statements.

3. Restructuring

In December 2019, the Company approved and adopted a plan to restructure the Company's business operations to drive long term sustainable revenue growth, better align resources, improve operational efficiencies and to increase profitability. Under this plan, the Company's management and employees will be focused primarily on managing its key business of i) providing services to the wireless carriers, ii) generating business on military bases, and iii) growing the Company's multifamily business, in addition to managing the profitability of the Company's legacy business such as retail and advertising. As part of the business realignment plan, the Company eliminated approximately 80 positions. We expect these actions to be substantially completed in the fourth quarter of 2020 and the Company expects to modify its reportable segments in the period that such actions are completed.

Restructuring activity for the nine months ended September 30, 2020 were as follows:


	Accrued Employee
	Severance and
	Benefits
Balance, December 31, 2019	$	2,249
Additional accruals		—
Adjustments		—
Cash payments		(2,249)
Non-cash settlements		—
Balance, September 30, 2020	$	—

4. Cash and cash equivalents and marketable securities

Cash and cash equivalents and marketable securities consisted of the following:


	September 30,		December 31,
	2020		2019
Cash and cash equivalents:
Cash	$	14,453	$	6,061
Money market accounts		32,519		34,340
Total cash and cash equivalents	$	46,972	$	40,401
Short-term marketable securities-available-for-sale:
Marketable securities	$	7,580	$	40,214
Total short-term marketable securities	$	7,580	$	40,214

All contractual maturities of marketable securities were less than one year at September 30, 2020. Marketable securities consist primarily of debt securities which include commercial paper and debt instruments including notes issued by foreign or domestic industrial and financial corporations and governments which pay in U.S. dollars and carry a rating of A or better. For the three and nine months ended September 30, 2020, interest income was $81 and $549, respectively. For the three and nine months ended September 30, 2019, interest income was $431 and $1,685, respectively. Interest income is included in interest income and other expense, net in the accompanying condensed consolidated statements of operations.

Table of Contents

5. Contract assets and contract liabilities

The opening and closing balances of our contract asset, net and contract liability, net balances from contracts with customers for the nine months ended September 30, 2020 were as follows:


	Contract		Contract
	Assets, Net		Liabilities, Net
Balance at December 31, 2019	$	967	$	227,889
Balance at September 30, 2020		760		230,770
Change	$	(207)	$	2,881

The current and non-current portions of our contract assets, net are included within prepaid expenses and other current assets and other assets, respectively, and current and non-current portions of our contract liabilities, net are included within deferred revenue and deferred revenue, net of current portion, respectively, in our condensed consolidated balance sheets. Contract assets, net is generated from our carrier, multifamily and wholesale Wi-Fi contracts and the change in the contract assets, net balance includes activity related to amounts invoiced offset by revenue recognized from performance obligations satisfied in the current reporting period.

Contract liabilities are recorded when fees are collected, or we have an unconditional right to consideration (a receivable) in advance of delivery of goods or services. The change in contract liabilities, net balance is related to customer activity associated with each of our product offerings including the receipt of cash payments and the satisfaction of our performance obligations. Revenues for the three and nine months ended September 30, 2020 include the following:


	Three Months Ended		Nine Months Ended
	September 30, 2020		September 30, 2020
Amounts included in the beginning of period contract liability balance	$	19,020	$	65,126
Amounts associated with performance obligations satisfied in previous periods		(100)		(81)

As of September 30, 2020, the aggregate amount of the transaction price allocated to remaining service performance obligations for our DAS contracts was $217,354. We expect to recognize this revenue as service is provided over the remaining contract term. As of September 30, 2020, our DAS contracts have a remaining duration of less than one year to approximately fourteen years.

Certain of our wholesale Wi-Fi contracts include variable consideration based on usage. This variable consideration has been excluded from the disclosure of remaining performance obligations. As of September 30, 2020, the aggregate amount of the transaction price allocated to remaining service performance obligations for certain of our wholesale Wi-Fi contracts with guaranteed minimum consideration was $8,746. We expect to recognize this revenue as service is provided over the remaining contract term. As of September 30, 2020, our wholesale Wi-Fi contracts have a remaining duration of less than one year to approximately fourteen years.

Information about remaining performance obligations that are part of a contract that has an original expected duration of one year or less have been excluded from the above, which primarily consists of network installations for our multifamily customers and monthly service contracts.

Table of Contents

6. Property and equipment

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


	September 30,		December 31,
	2020		2019
Leasehold improvements	$	573,153	$	550,427
Construction in progress		115,316		78,343
Software		64,087		60,814
Computer equipment		14,783		16,707
Furniture, fixtures and office equipment		2,505		2,140
Total property and equipment		769,844		708,431
Less: accumulated depreciation and amortization		(370,551)		(328,188)
Total property and equipment, net	$	399,293	$	380,243

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Network access	$	12,067	$	9,463	$	34,615	$	30,527
Network operations		5,086		4,361		14,735		13,069
Development and technology		2,647		2,782		8,104		8,369
General and administrative		223		261		744		785
Total depreciation and amortization of property and equipment	$	20,023	$	16,867	$	58,198	$	52,750

7. Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:


	September 30,		December 31,
	2020		2019
Customer liabilities	$	22,735	$	19,403
Construction in progress		12,542		18,197
Revenue share		5,056		9,844
Taxes		3,875		3,642
Salaries and wages		2,463		6,023
Professional fees		721		1,196
Partner network		630		687
Other		6,242		6,160
Total accrued expenses and other liabilities	$	54,264	$	65,152

8. Convertible Notes

In October 2018, the Company sold, through the initial purchasers, convertible senior notes (“Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, for gross proceeds of $201,250. The Convertible Notes are senior, unsecured obligations with interest payable semi-annually in cash at a rate of 1.00% per annum on April 1^st and October 1^st of each year. The Convertible Notes will mature on October 1, 2023 unless they are redeemed, repurchased or converted prior to such date. Prior to April 1, 2023, the Convertible Notes are convertible at the option of holders only during certain periods and upon satisfaction of certain conditions. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Convertible Notes may be settled in shares of the Company’s common stock, cash or a combination of cash and shares of the Company’s common stock, at the Company’s election.

Table of Contents

The Convertible Notes have an initial conversion rate of 23.6323 shares of common stock per $1,000 principal amount of the Convertible Notes, which will be subject to customary anti-dilution adjustments in certain circumstances. This represents an initial effective conversion price of approximately $42.31 per share.

The Company may redeem all or any portion of the Convertible Notes, at its option, on or after October 5, 2021, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of the Company’s stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides written notice of redemption.

Holders of Convertible Notes may require the Company to repurchase their Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if the Company issues a notice of redemption prior to the maturity date, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate event or notice of redemption.

In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions with a financial institution. The capped call transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of the Company’s common stock that initially underlie the Convertible Notes. The cap price of the capped call transactions is initially $65.10 per share of the Company’s common stock, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset the potential cash payments that the Company could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.

The following table summarizes the Convertible Notes as of September 30, 2020:


	September 30,
	2020
Par value of the Convertible Notes	$	201,250
Unamortized debt discounts		(30,226)
Unamortized debt issuance costs		(3,002)
Net carrying value of Convertible Notes	$	168,022

The fair value of our Convertible Notes was $181,850 as of September 30, 2020. The estimated fair value of Convertible Notes is based on market rates and the closing trading price of the Convertible Notes as of September 30, 2020 and is classified as Level 2 in the fair value hierarchy. As of September 30, 2020, the if-converted value of the Convertible Notes did not exceed the principal amount.

Debt issuance costs are amortized on an effective interest basis over the term of the Convertible Notes. Debt issuance cost amortization expense, net of amounts capitalized, is included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020. The following table sets forth interest expense related to the Convertible Notes for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Contractual interest expense	$	503		$	503		$	1,509		$	1,509
Amortization of debt issuance costs		227			213			671			632
Amortization of debt discount		2,235			2,079			6,587			6,127
Total	$	2,965		$	2,795		$	8,767		$	8,268
Effective interest rate of the liability component		7.1	%		7.1	%		7.1	%		7.1	%

Table of Contents

During the three and nine months ended September 30, 2020, we capitalized $1,180 and $2,334, respectively, of amortization and interest expense related to the Convertible Notes. During the three and nine months ended September 30, 2019, we capitalized $740 and $1,948, respectively, of amortization and interest expense related to the Convertible Notes.

Amortization expense for our debt discount and debt issuance costs through 2023 are as follows:


	Debt		Debt Issuance
	Discounts		Costs
October 1, 2020―December 31, 2020	$	2,277	$	230
January 1, 2021―December 31, 2021		9,528		955
January 1, 2022―December 31, 2022		10,241		1,015
January 1, 2023―December 31, 2023		8,180		802
	$	30,226	$	3,002

9. Credit Facility

In February 2019, we entered into a Credit Agreement (the “Credit Agreement”) and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A., Silicon Valley Bank, Bank of the West, Zions Bancorporation, N.A. dba California Bank & Trust, and Barclays Bank PLC (the “Lenders”), for a secured credit facility in the form of a revolving line of credit of up to $150,000 (the “Revolving Line of Credit”) and a term loan of $3,500 (the “Term Loan” and together with the Revolving Line of Credit, the “Credit Facility”). We may use borrowings under the Credit Facility for general working capital and corporate purposes. In general, amounts borrowed under the Credit Facility are secured by a lien against all assets, with certain exclusions.

In March 2020, we drew down $100,000 from our Revolving Line of Credit. During the three months ended September 30, 2020, we repaid the full amount outstanding under the Revolving Line of Credit. As of September 30, 2020, we had no amounts outstanding under the Revolving Line of Credit and $2,138 outstanding under the Term Loan. As of December 31, 2019, we had no amounts outstanding under the Revolving Line of Credit and $2,722 outstanding under the Term Loan. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear variable interest at the greater of LIBOR plus 1.75% - 2.75% or Lender’s Prime Rate plus 0.75% - 1.75% per year and we will pay a fee of 0.25% - 0.5% per year on any unused portion of the Revolving Line of Credit. The Term Loan requires quarterly payments of interest and principal until it is repaid in full on the maturity date but may be prepaid in whole or part at any time. Our Credit Facility will mature on April 3, 2023. Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representations, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specified default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change of control.

The Company is subject to customary financial and non-financial covenants under the Credit Facility, including a minimum quarterly consolidated senior secured leverage ratio, a minimum quarterly consolidated total leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and cash on hand minimums.

Principal payments due under our Term Loan through 2023 are as follows:


	Principal Payments
October 1, 2020―December 31, 2020	$	194
January 1, 2021―December 31, 2021		778
January 1, 2022―December 31, 2022		778
January 1, 2023―December 31, 2023		388
	$	2,138

Table of Contents

Debt issuance costs are amortized on a straight-line basis over the term of the Credit Facility. Amortization expense related to debt issuance costs, net of amounts capitalized, are included in interest expense and amortization of debt discount in the accompanying condensed consolidated statements of operations for the three and nine months ended September 30, 2020. Amortization and interest expense capitalized during the three and nine months ended September 30, 2020 amounted to $304 and $1,132, respectively. Amortization and interest expense capitalized during the three and nine months ended September 30, 2019 amounted to $33 and $69, respectively. Amortization and interest expense expensed during the three and nine months ended September 30, 2020 amounted to $114 and $564, respectively. Amortization and interest expense expensed during the three and nine months ended September 30, 2019 amounted to $114 and $284, respectively. The interest rate for the Credit Facility for the nine months ended September 30, 2020 ranged from 3.0% to 4.2%.

Amortization expense for our debt issuance costs through 2023 are as follows:


	Amortization Expense
October 1, 2020―December 31, 2020	$	115
January 1, 2021―December 31, 2021		457
January 1, 2022―December 31, 2022		457
January 1, 2023―December 31, 2023		120
	$	1,149

10. Leases

We have operating and finance leases for corporate offices, datacenters, data communication equipment and database software. Our operating leases have remaining lease terms of less than one year to eight years and our finance leases have remaining lease terms of less than one year. Some of our operating leases may include one or more options to renew and can extend the lease term from one year to ten years. The exercise of operating lease renewal options is at our sole discretion. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Some of our operating lease agreements include options to terminate the leases upon written notice and may include early termination penalties. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of September 30, 2020, assets recorded under finance leases were $12,265 and accumulated depreciation and amortization associated with finance leases was $7,048. As of December 31, 2019, assets recorded under finance leases were $12,280 and accumulated depreciation and amortization associated with finance leases was $5,387.

The components of lease expense were as follows:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Operating lease expense	$	797	$	907	$	2,478	$	2,683
Finance lease expense:
Depreciation and amortization of assets included in property and equipment, net	$	662	$	514	$	1,676	$	1,555
Interest on lease liabilities		—		—		18		56
Total finance lease expense	$	662	$	514	$	1,694	$	1,611

Interest on lease liabilities capitalized during the three and nine months ended September 30, 2020, which is excluded from the above table, amounted to $12 and $36, respectively. Interest on lease liabilities capitalized during the three and nine months ended September 30, 2019 amounted to $38 and $85, respectively.

Table of Contents

Supplemental cash flow information related to leases was as follows:


	Nine Months Ended
	September 30,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(2,921)	$	(2,723)
Operating cash flows from finance leases		(53)		(142)
Financing cash flows from finance leases		(2,147)		(3,288)
Right-of-use assets obtained in exchange for lease obligations:
Operating leases		—		17,321

Operating lease ROU assets obtained in exchange for lease obligations for the nine months ended September 30, 2019 include the effects of the adoption of ASC 842, Leases, effective January 1, 2019, which resulted in the recording of $16,916 of operating lease ROU assets as of January 1, 2019.

Other information related to leases was as follows:


	September 30, 2020
Weighted average remaining lease term:
Operating leases	5.5	years
Financing leases	0.5	years
Weighted average discount rate:
Operating leases	5.3	%
Finance leases	3.2	%

Future minimum lease payments under non-cancellable leases as of September 30, 2020 as presented in accordance with ASC 842 were as follows:


	Operating		Finance
	Leases		Leases
October 1, 2020―December 31, 2020	$	644	$	584
January 1, 2021―December 31, 2021		3,695		574
January 1, 2022―December 31, 2022		3,692		—
January 1, 2023―December 31, 2023		3,645		—
January 1, 2024―December 31, 2024		3,655		—
January 1, 2025―December 31, 2025		3,707		—
Thereafter		1,528		—
Total future minimum lease payments		20,566		1,158
Less: Imputed interest		(2,730)		(11)
Total		17,836		1,147
Current portion of operating and finance leases		2,620		1,147
Long-term portion of operating and finance leases	$	15,216	$	—

11. Notes payable

We enter into financed maintenance arrangements for some of our leased data communication equipment. Future minimum lease payments under notes payable as of September 30, 2020 were as follows:


	Notes Payable
October 1, 2020―December 31, 2020	$	125
January 1, 2021―December 31, 2021		95
Total future minimum payments		220
Less: Imputed interest		(2)
Total current portion of notes payable	$	218

Table of Contents

12. Fair value measurement

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


At September 30, 2020	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	32,519	$	—	$	—	$	32,519
Marketable securities		—		7,580		—		7,580
Total assets	$	32,519	$	7,580	$	—	$	40,099


At December 31, 2019		Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	32,843	$	1,497	$	—	$	34,340
Marketable securities		6,262		33,952		—		40,214
Total assets	$	39,105	$	35,449	$	—	$	74,554

Our marketable securities utilize Level 1 and Level 2 inputs and consist primarily of corporate debt securities, which primarily include commercial paper and debt instruments including notes issued by foreign or domestic industrial and financial corporations and governments which pay in U.S. dollars and carry a rating of A or better. We have evaluated the various types of securities in our investment portfolio to determine an appropriate fair value hierarchy level based upon trading activity and the observability of market inputs. Due to variations in trading volumes and the lack of quoted market prices in active markets, our fixed maturity securities are classified as Level 2 securities. Our marketable securities are valued at amortized cost, which approximates fair value. The fair value of our fixed maturity marketable securities is derived through the use of a third-party pricing source using recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data.

13. Income taxes

Income tax expense of $109 and $143 reflects an effective tax rate of 3.7% and 357.5% for the three months ended September 30, 2020 and 2019, respectively. Income tax expense of $225 and $254 reflect effective tax rates of 1.6% and 5.2% for the nine months ended September 30, 2020 and 2019, respectively. Our effective tax rate differs from the statutory rate primarily due to our valuation allowance and minimum state taxes for the three and nine months ended September 30, 2020 and 2019.

We operate within federal, state and international taxing jurisdictions and are subject to audit in these jurisdictions. These audits can involve complex issues which may require an extended period to resolve. We are subject to taxation in the United States and in various states. Our tax years 2016 and forward are subject to examination by the IRS and our tax years 2015 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.

14. 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, 2020, we have Letters of Credit totaling $13,364 that are scheduled to expire or renew over the next one-year period. There have been no drafts drawn under these Letters of Credit as of September 30, 2020.

Table of Contents

Legal proceedings

From time to time, we may be subject to claims, suits, investigations and proceedings arising out of the normal course of business. A Brazilian company filed suit in Brazil claiming damages at one of our venues after we replaced them as the service provider for the provision of fixed telecom services at the venue. During the nine months ended September 30, 2020, we paid $1,100 for the losses and such losses have been recorded as selling and marketing expenses in the condensed consolidated statements of operations. We are not currently a party to any other litigation that we believe could have a material adverse effect on our business, financial position, results of operations or cash flows. Legal costs are expensed as incurred.

Other matters

We have received a claim from one of our venue partners with respect to contractual terms on our revenue share payments. The claim asserts that we have underpaid revenue share payments and related interest by approximately $4,600. We are currently in settlement discussions with our venue partner. As of September 30, 2020, 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.

15. Stock incentive plans

In March 2011, our board of directors approved the 2011 Equity Incentive Plan (“2011 Plan”). The 2011 Plan provides for the grant of incentive and non-statutory stock options, stock appreciation rights, restricted shares of our common stock, stock units, and performance cash awards. We have shifted our stock-based compensation from stock options to RSUs and no stock options have been granted since 2014. As of September 30, 2020, options to purchase approximately 151,000 shares of common stock and RSUs covering approximately 1,290,000 shares of common stock were outstanding under the 2011 Plan.

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

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2019		2019		2019		2019
Network operations	$	379	$	387	$	1,119	$	1,241
Development and technology		230		325		608		962
Selling and marketing		453		578		1,347		1,655
General and administrative		955		764		2,460		2,576
Total stock-based compensation expense	$	2,017	$	2,054	$	5,534	$	6,434

During the nine months ended September 30, 2020, the Company recorded certain out-of-period adjustments that decreased stock-based compensation expense and net loss attributable to common stockholders by $481. The impact of these out-of-period adjustments is not considered material, individually, and in the aggregate, to any of the current or prior periods.

During the three and nine months ended September 30, 2020, we capitalized $181 and $497, respectively, of stock-based compensation expense. During the three and nine months ended September 30, 2019, we capitalized $224 and $689, respectively, of stock-based compensation expense.

Table of Contents

Stock option awards

A summary of the stock option activity is as follows:


				Weighted-
				Average
		Weighted		Remaining
	Number of	Average		Contract	Aggregate
	Options	Exercise		Life	Intrinsic
	(000’s)	Price		(years)	Value
Outstanding at December 31, 2019	235	$	7.67	2.6	$	870
Exercised	(63)	$	7.03
Canceled/forfeited	(21)	$	12.15
Outstanding and exercisable at September 30, 2020	151	$	7.33	2.3	$	501

Restricted stock unit awards

We grant service-based RSUs to executive and non-executive personnel and non-employee directors. The service-based RSUs granted to executive and non-executive personnel generally vest over a three-year period subject to continuous service on each vesting date. The service-based RSUs for our non-employee directors generally vest over a one-year period for existing members and 33.3% per year over a three-year period for new members subject to continuous service on each vesting date.

We grant performance-based RSUs to executive personnel. These awards vest subject to certain performance objectives based on revenue, Adjusted EBITDA, and/or relative total stockholder return performance goals achieved during the specified performance period and certain long-term service conditions. The maximum number of RSUs that may vest is determined based on actual Company achievement and performance-based RSUs generally vest over a three-year period subject to continuous service on each vesting date and achievement of the performance conditions. We recognize stock-based compensation expense for performance-based RSUs when performance targets are defined and the grant date is established and we believe that it is probable that the performance objectives will be met.

A summary of the RSU activity is as follows:



		Weighted Average
	Number of Shares	Grant-Date Fair
	(000’s)	Value
Non-vested at December 31, 2019	633	$	22.04
Granted(1)(2)	847	$	11.07
Vested	(347)	$	18.66
Canceled/forfeited	(57)	$	17.97
Non-vested at September 30, 2020	1,076	$	14.71

(1)

The performance-based RSUs granted to our executive officers in 2018 were subject to satisfaction of specified service-based and performance-based conditions. The performance objectives were subject to under- or over- achievement on a sliding scale, with a threshold of 50% of the target number of RSUs and a maximum of 150% of the target RSUs. In March 2020, our Compensation Committee determined actual achievement of the 2018 performance-based RSUs at 100.5%.

(2)

The performance-based RSUs granted to our executive officers in 2019 and 2020 were subject to the satisfaction of specified service-based and performance-based conditions over a three-year performance period. Achievement of the revenue and Adjusted EBITDA goals for the 2019 and 2020 performance-based RSUs is based upon the budgets established for each of the years in the three-year performance period. As the Company approves budgets on an annual basis, the performance targets for the 2019 performance-based RSUs related to the 2020 and 2021 revenue and Adjusted EBITDA goals and the performance targets for the 2020 performance-based RSUs related to the 2021 and 2022 revenue and Adjusted EBITDA goals were not considered defined as of the date these awards were awarded by the Compensation Committee. The grant date requirements of ASC 718, Compensation-Stock Compensation, are therefore not met until such approval is obtained. During the nine months ended September 30, 2020, the Company’s Compensation Committee approved the 2020 revenue and Adjusted EBITDA performance targets for the 2019 performance-based RSUs resulting in additional RSUs granted of approximately 36,000 at a grant-date fair

Table of Contents

value of $12.41 per share. As of September 30, 2020, 36,000 2019 performance-based RSUs and 178,000 2020 performance-based RSUs have been excluded from RSU shares granted and non-vested as the performance targets have not yet been defined.

During the nine months ended September 30, 2020, approximately 347,000 shares of RSUs vested. The Company issued approximately 239,000 shares and the remaining shares were withheld to pay minimum statutory federal, state, and local employment payroll taxes on those vested awards.

16. Net loss per share attributable to common stockholders

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(in thousands)
Numerator:
Net loss attributable to common stockholders, basic and diluted	$	(2,911)	$	(187)	$	(13,384)	$	(5,124)
Denominator:
Weighted average common stock, basic and diluted		44,505		44,136		44,390		43,904
Net loss per share attributable to common stockholders:
Basic	$	(0.07)	$	0.00	$	(0.30)	$	(0.12)
Diluted	$	(0.07)	$	0.00	$	(0.30)	$	(0.12)

For the three and nine months ended September 30, 2020 and 2019, we excluded all assumed exercises of stock options and the assumed issuance of common stock under RSUs from the computation of diluted net loss per share as the effect would be anti-dilutive due to the net loss for the period. For the three and nine months ended September 30, 2020 and 2019, we also excluded the shares that would be issuable assuming conversion of the Convertible Notes and the shares for the capped call as their effect would be anti-dilutive. Diluted EPS for our Convertible Notes is calculated under the treasury method in accordance with ASC 260, Earnings Per Share.

In July 2019, the Company approved a stock repurchase program to repurchase up to $20,000 of the Company’s common stock in the open market, exclusive of any commissions, markups, or expenses. The stock repurchased will be retired and will resume the status of authorized but unissued shares of common stock. The Company did not repurchase any of our common stock during 2020 and the stock repurchase program expired on July 31, 2020.

Table of Contents

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, 2019, filed with the Securities Exchange Commission on March 2, 2020.

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," "could,” “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; operations and financial performance due to COVID-19; 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, including our Annual Report on Form 10-K for the year ended December 31, 2019. 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.

Overview

Boingo helps the world stay connected to the people and things they love.

We acquire long-term wireless rights at large venues like airports, transportation hubs, stadiums/arenas, military bases, multifamily properties, universities, convention centers, and office campuses; we build high-quality wireless networks such as distributed antenna systems (“DAS”), Wi-Fi, and small cells at those venues; and we monetize the wireless networks through a number of products and services.

For nearly 20 years, we have worked to build a global footprint of wireless networks that we estimate reaches more than a billion consumers annually. We operate 73 DAS networks containing approximately 40,800 DAS nodes, and believe we are the largest operator of indoor DAS networks in the world. Our Wi-Fi network, which includes locations we manage and operate ourselves (our “managed and operated locations”) as well as networks managed and operated by third-parties with whom we contract for access (our “roaming” networks), includes over one million commercial Wi-Fi hotspots in more than 100 countries around the world.

We generate revenue from our wireless networks in a number of ways, including our DAS, small cells, multifamily and wholesale Wi-Fi offerings, which are targeted towards carriers and venues, and military, retail, and advertising offerings, which are targeted towards consumers.

We generate wholesale DAS revenue from telecom operators that pay us build-out fees and recurring access fees so that their cellular customers may use our DAS or small cell networks at locations where we manage and operate the wireless network. For the three months ended September 30, 2020, DAS revenue accounted for approximately 37% of our revenue.

Table of Contents

Military revenue, which is driven by military personnel who purchase Wi-Fi services on military bases, and multifamily revenue, which is driven by property owners who purchase network installation services and recurring monthly Wi-Fi services and support, accounted for approximately 41% of our total revenue for the three months ended September 30, 2020. As of September 30, 2020, our military subscriber base was approximately 136,000, a 0.7% decrease over the prior year comparative period. Retail revenue, which is driven by consumers who purchase a recurring monthly subscription plan or one-time Wi-Fi access, accounted for approximately 4% of our total revenue for the three months ended September 30, 2020. As of September 30, 2020, our retail subscriber base was approximately 49,000, a 42.4% decrease over the prior year comparative period.

Our wholesale customers such as telecom operators, cable companies, technology companies, and enterprise software/services companies, pay us usage-based Wi-Fi network access and software licensing fees to allow their customers’ access to our footprint worldwide. Wholesale Wi-Fi revenue also includes financial institutions and other enterprise customers who provide Boingo as a value-added service for their customers. For the three months ended September 30, 2020, wholesale Wi-Fi revenue accounted for approximately 17% of our revenue.

We also generate revenue from advertisers that seek to reach consumers via sponsored Wi-Fi access. For the three months ended September 30, 2020, advertising and other revenue accounted for approximately 1% of our revenue.

In support of our overall business strategy, we are focused on the following objectives:

●leverage our neutral-host business model to grow DAS, small cell, and wholesale roaming partnerships;

●expand our carrier offload relationships;

●

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

●increase our brand awareness.

Key Business Metrics

In addition to monitoring traditional financial measures, we also monitor our operating performance using key performance indicators. Our key performance indicators follow:

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.

Subscribers— military and Subscribers—retail. These metrics represent 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 wholesale and retail customers in both customer pay locations and customer free locations where we are paid a 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.

Revenue

Our revenue consists of DAS revenue, military/multifamily revenue, retail revenue, wholesale Wi-Fi revenue, and advertising and other revenue.

DAS. We generate revenue from telecom operator partners that pay us network build-out fees, inclusive of network upgrades, and access fees for our DAS and small cell networks.

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

Table of Contents

transactions. We generate multifamily revenue from property owners who pay us a recurring monthly fee for Wi-Fi services including building and maintaining the network that supports these services and providing support for residents and employees of the properties.

Wholesale—Wi-Fi. We generate revenue from wholesale Wi-Fi partners that license our software and pay usage-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 to 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.

Impact of COVID-19 on Our Business

Certain states, including California, issued executive orders requiring all workers to remain at home, unless their work is critical, essential, or life-sustaining. While some restrictions have been lifted in certain states, many restrictions continue to remain in place and some restrictions that have previously been lifted have been reinstituted. We transitioned our corporate employees to a work from home model and our employees continue to perform their functions in the new environment. While we are unable to determine or predict the nature, duration, or scope of the overall impact that the COVID-19 pandemic will have on our business, results of operations, liquidity or capital resources, we will continue to actively monitor the situation and may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers and stockholders.

Table of Contents

Results of Operations

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(unaudited)
	(in thousands)
Consolidated Statements of Operations Data:
Revenue	$	58,754	$	64,707	$	177,312	$	199,734
Costs and operating expenses:
Network access		28,458		29,155		85,102		90,368
Network operations		12,907		13,682		39,743		42,073
Development and technology		6,277		8,182		19,760		25,534
Selling and marketing		4,903		5,721		16,334		17,782
General and administrative		5,878		5,021		19,917		20,330
Amortization of intangible assets		1,060		1,103		3,276		3,365
Total costs and operating expenses		59,483		62,864		184,132		199,452
(Loss) income from operations		(729)		1,843		(6,820)		282
Interest expense and amortization of debt discount		(2,282)		(2,191)		(7,404)		(6,741)
Interest income and other expense, net		101		388		476		1,600
(Loss) income before income taxes		(2,910)		40		(13,748)		(4,859)
Income tax expense		(109)		(143)		(225)		(254)
Net loss		(3,019)		(103)		(13,973)		(5,113)
Net (loss) income attributable to non-controlling interests		(108)		84		(589)		11
Net loss attributable to common stockholders	$	(2,911)	$	(187)	$	(13,384)	$	(5,124)

Depreciation and amortization expense included in costs and operating expenses:


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(unaudited)
	(in thousands)
Network access	$	12,067	$	9,463	$	34,615	$	30,527
Network operations		5,086		4,361		14,735		13,069
Development and technology		2,647		2,782		8,104		8,369
General and administrative		223		261		744		785
Total(1)	$	20,023	$	16,867	$	58,198	$	52,750

(1)

The $3.2 million and $5.4 million increase in depreciation and amortization of property and equipment for the three and nine months ended September 30, 2020, as compared to the three and nine months ended September 30, 2019, respectively, is primarily a result of our increased fixed assets from our DAS build-out projects, Wi-Fi networks, and software development in 2019 and 2020.

Table of Contents

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


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(unaudited)
	(in thousands)
Network operations	$	379	$	387	$	1,119	$	1,241
Development and technology		230		325		608		962
Selling and marketing		453		578		1,347		1,655
General and administrative		955		764		2,460		2,576
Total(2)	$	2,017	$	2,054	$	5,534	$	6,434

(2)

Stock-based compensation expense remained relatively consistent and decreased by $0.9 million for the three and nine months ended September 30, 2020, as compared to the three and nine months ended September 30, 2019, respectively. During the nine months ended September 30, 2020, the Company recorded certain out-of-period adjustments that decreased stock-based compensation expense and net loss attributable to common stockholders by $0.5 million. The impact of these out-of-period adjustments is not considered material, individually and in the aggregate, to any of the current or prior annual periods. The remaining decrease is primarily attributable to a decrease in the Company's headcount resulting from the restructuring plan that was adopted in December 2019. We capitalized $0.2 million and $0.5 million of stock-based compensation expense for each of the three and nine months ended September 30, 2020, respectively. We capitalized $0.2 million and $0.7 million of stock-based compensation expense for each of the three and nine months ended September 30, 2019, respectively.

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				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(unaudited)
	(as a percentage of revenue)
Consolidated Statements of Operations Data:
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Costs and operating expenses:
Network access	48.4		45.1		48.0		45.2
Network operations	22.0		21.1		22.4		21.1
Development and technology	10.7		12.6		11.1		12.8
Selling and marketing	8.3		8.8		9.2		8.9
General and administrative	10.0		7.8		11.2		10.2
Amortization of intangible assets	1.8		1.7		1.8		1.7
Total costs and operating expenses	101.2		97.2		103.8		99.9
(Loss) income from operations	(1.2)		2.8		(3.8)		0.1
Interest expense and amortization of debt discount	(3.9)		(3.4)		(4.2)		(3.4)
Interest income and other expense, net	0.2		0.6		0.3		0.8
(Loss) income before income taxes	(5.0)		0.1		(7.8)		(2.4)
Income tax expense	(0.2)		(0.2)		(0.1)		(0.1)
Net loss	(5.2)		(0.2)		(7.9)		(2.6)
Net (loss) income attributable to non-controlling interests	(0.2)		0.1		(0.3)		0.0
Net loss attributable to common stockholders	(5.0)	%	(0.3)	%	(7.5)	%	(2.6)	%

Table of Contents

Three Months ended September 30, 2020 and 2019

Revenue


	Three Months Ended September 30,
	2020		2019		Change		% Change

	(unaudited)
	(in thousands, except percentages)
Revenue:
Military/multifamily	$	23,806	$	23,641	$	165	0.7
DAS		21,877		23,714		(1,837)	(7.7)
Wholesale—Wi‑Fi		10,110		11,200		(1,090)	(9.7)
Retail		2,060		3,646		(1,586)	(43.5)
Advertising and other		901		2,506		(1,605)	(64.0)
Total revenue	$	58,754	$	64,707	$	(5,953)	(9.2)

Key business metrics:
DAS nodes		40.8		37.2		3.6	9.7
Subscribers—military		136		137		(1)	(0.7)
Subscribers—retail		49		85		(36)	(42.4)
Connects		28,310		89,291		(60,981)	(68.3)

Military/multifamily. Military/multifamily revenue increased $0.2 million, or 0.7%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a $0.4 million increase military revenue, which was driven primarily by a 2.9% increase in the average monthly revenue per military subscriber in 2020 compared to 2019.

DAS. DAS revenue decreased $1.8 million, or 7.7%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, due to a $2.2 million decrease in access fees from our telecom operators, which was partially offset by a $0.4 million increase in build-out revenues. DAS build-out revenues for the three months ended September 30, 2020 includes $0.8 million of short-term build projects that included the sales of equipment that was completed during this period. DAS access fees for the three months ended September 30, 2019 include $1.8 million of one-time access fees.

Wholesale—Wi-Fi. Wholesale Wi-Fi revenue decreased $1.1 million, or 9.7%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a $1.4 million decrease in partner usage based fees, which was partially offset by a $0.3 million increase in fees earned from our venue partners who pay us to provide a Wi-Fi infrastructure that we install, manage, and operate at their venues.

Retail. Retail revenue decreased $1.6 million, or 43.5%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a decrease in retail subscribers, which has been exacerbated by the significant declines in venue traffic due to COVID-19.

Advertising and other. Advertising and other revenue decreased $1.6 million, or 64.0%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a $1.2 million decrease in advertising sales at our managed and operated locations resulting from a decline in the number of premium ad units sold and significant declines in venue traffic as a result of COVID-19.

Table of Contents

Costs and Operating Expenses


	Three Months Ended September 30,
	2020		2019		Change		% Change

	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	28,458	$	29,155	$	(697)	(2.4)
Network operations		12,907		13,682		(775)	(5.7)
Development and technology		6,277		8,182		(1,905)	(23.3)
Selling and marketing		4,903		5,721		(818)	(14.3)
General and administrative		5,878		5,021		857	17.1
Amortization of intangible assets		1,060		1,103		(43)	(3.9)
Total costs and operating expenses	$	59,483	$	62,864	$	(3,381)	(5.4)

Network access. Network access costs decreased $0.7 million, or 2.4%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a $2.0 million decrease in revenue share paid to venues in our managed and operated locations, a $0.5 million decrease in construction and support expenses related to our multifamily operations, $0.4 million decrease from customer usage at partner venues, and a $0.4 million decrease in direct and other cost of revenue. The decreases were partially offset by a $2.6 million increase in depreciation expense resulting from our increased fixed assets from our DAS build-out projects and Wi-Fi networks related to our venue partners who pay us to provide a Wi-Fi infrastructure that we install, manage, and operate at their venues. Other costs of revenue for the three months ended September 30, 2020 included $0.5 million of costs directly related to our short-term DAS projects that were completed during this period.

Network operations. Network operations expenses decreased $0.8 million, or 5.7%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, due to a $1.0 million decrease in personnel related expenses, a $0.2 million decrease in travel and entertainment expenses, and a $0.3 million decrease in other network operations expenses. The decreases were partially offset by a $0.7 million increase in depreciation expense.

Development and technology. Development and technology expenses decreased $1.9 million, or 23.3%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a $1.1 million decrease in personnel related expenses, a $0.1 million decrease in cloud services, a $0.1 million decrease in travel and entertainment expenses, and a $0.1 million decrease in depreciation expense.

Selling and marketing. Selling and marketing expenses decreased $0.8 million, or 14.3% for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, due to a $0.4 million decrease in travel and entertainment expenses, a $0.2 million decrease in personnel related expenses, and a $0.2 million decrease in marketing and advertising expenses.

General and administrative. General and administrative expenses increased $0.9 million, or 17.1%, for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a $1.0 million decrease in the fair value of contingent consideration that was recorded in the three months ended September 30, 2019 and a $0.3 million increase in personnel related expenses. The increases were partially offset by $0.5 million decrease in credit card and bank fees.

Amortization of intangible assets. Amortization of intangible assets expense remained relatively consistent for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019.

Interest Expense and Amortization of Debt Discount

Interest expense and amortization of debt discount remained relatively consistent for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019. During the three months ended September 30, 2020 and 2019, we capitalized $1.5 million and $0.8 million, respectively, of interest expense.

Table of Contents

Interest Income and Other Expense, Net

Interest income and other expense, net decreased $0.3 million, or 74.0% for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to a decrease in interest income related to our cash equivalents and marketable securities balances in 2020.

Income Tax Expense

There were no significant changes in income tax expense for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019. The change in our effective tax rate to 3.7% for the three months ended September 30, 2020, as compared to 357.5% for the three months ended September 30, 2019, is primarily due to minimum state taxes.

Non-controlling Interests

Non-controlling interests decreased $0.2 million for the three months ended September 30, 2020, as compared to the three month ended September 30, 2019, due to net losses generated by our subsidiaries during the three months ended September 30, 2020.

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders increased $2.7 million for the three months ended September 30, 2020, as compared to the three months ended September 30, 2019, primarily due to the $6.0 million decrease in revenues, which was partially offset by the $3.4 million decrease in costs and operating expenses.

Nine Months ended September 30, 2020 and 2019

Revenue


	Nine Months Ended September 30,
	2020		2019		Change		% Change

	(unaudited)
	(in thousands, except percentages)
Revenue:
Military/multifamily	$	70,226	$	73,934	$	(3,708)	(5.0)
DAS		66,287		75,431		(9,144)	(12.1)
Wholesale—Wi‑Fi		29,559		32,938		(3,379)	(10.3)
Retail		7,387		11,419		(4,032)	(35.3)
Advertising and other		3,853		6,012		(2,159)	(35.9)
Total revenue	$	177,312	$	199,734	$	(22,422)	(11.2)
Key business metrics:
DAS nodes		40.8		37.2		3.6	9.7
Subscribers—military		136		137		(1)	(0.7)
Subscribers—retail		49		85		(36)	(42.4)
Connects		108,572		253,757		(145,185)	(57.2)

Military/multifamily. Military/multifamily revenue decreased $3.7 million, or 5.0%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, due to a $2.6 million decrease in multifamily revenues primarily resulting from a decrease in the number of properties under construction, and a $1.4 million decrease in military subscriber revenue, which was driven primarily by the decrease in military subscribers partially offset by a 3.0% increase in the average monthly revenue per military subscriber in 2020 compared to 2019.

DAS. DAS revenue decreased $9.1 million, or 12.1%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, due to a $6.2 million decrease in build-out revenues primarily due to the successful renewal of certain of our customer contracts resulting in the reamortization of the remaining deferred build revenue over a longer contract term in 2019 and a $2.9 million decrease in DAS access fees from our telecom operators. DAS build-out revenues for the nine months ended September 30, 2020 includes $2.8 million of short-term build projects that included the sales of equipment that was completed during this period. DAS access fees for the nine months ended September 30, 2019 include $4.8 million of one-time access fees.

Table of Contents

Wholesale— Wi-Fi. Wholesale Wi-Fi revenue decreased $3.4 million, or 10.3%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, primarily due to a $3.8 million decrease in partner usage-based fees, which was partially offset by a $0.4 million increase in fees earned from our venue partners who pay us to provide a Wi-Fi infrastructure that we install, manage, and operate at their venues.

Retail. Retail revenue decreased $4.0 million, or 35.3%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, primarily due to a decrease in retail subscribers, which has been exacerbated by the significant declines in venue traffic due to COVID-19.

Advertising and other. Advertising and other revenue decreased $2.2 million, or 35.9% for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, primarily due to a $1.7 million decrease in advertising sales at our managed and operated locations resulting from a decline in the number of premium ad units sold and significant declines in venue traffic as a result of COVID-19.

Costs and Operating Expenses


	Nine Months Ended September 30,
	2020		2019		Change		% Change

	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	85,102	$	90,368	$	(5,266)	(5.8)
Network operations		39,743		42,073		(2,330)	(5.5)
Development and technology		19,760		25,534		(5,774)	(22.6)
Selling and marketing		16,334		17,782		(1,448)	(8.1)
General and administrative		19,917		20,330		(413)	(2.0)
Amortization of intangible assets		3,276		3,365		(89)	(2.6)
Total costs and operating expenses	$	184,132	$	199,452	$	(15,320)	(7.7)

Network access. Network access costs decreased $5.3 million, or 5.8%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019. The decrease is primarily due to a $4.8 million decrease in revenue share paid to venues in our managed and operated locations, a $3.1 million decrease in construction and support expenses related to our multifamily operations and a $1.5 million decrease from customer usage at partner venues. The decreases were partially offset by a $4.1 million increase in depreciation expense resulting from our increased fixed assets from our DAS build-out projects and Wi-Fi networks related to our venue partners who pay us to provide a Wi-Fi infrastructure that we install, manage, and operate at their venues. Other costs of revenue for the nine months ended September 30, 2020 included $2.1 million of costs directly related to our short-term DAS projects that were completed during this period.

Network operations. Network operations expenses decreased $2.3 million, or 5.5%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, due to a $2.9 million decrease in personnel related expenses, a $0.6 million decrease in travel and entertainment expenses, a $0.3 million decrease in other network operations expenses, and a $0.2 million decrease in consulting expenses. The decreases were partially offset by a $1.7 million increase in depreciation expense.

Development and technology. Development and technology expenses decreased $5.8 million, or 22.6%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, due to a $3.8 million decrease in personnel related expenses, a $0.7 million decrease in other development and technology expenses, a $0.5 million decrease in consulting expenses, a $0.3 million decrease in travel and entertainment expenses, a $0.3 million decrease in depreciation expense, and a $0.2 million decrease in computer supplies expenses.

Selling and marketing. Selling and marketing expenses decreased $1.4 million, or 8.1%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, due to a $1.3 million decrease in personnel related expenses, a $0.8 million decrease in travel and entertainment expenses, and a $0.6 million decrease in marketing expenses. These decreases were partially offset by a $1.1 million increase in litigation loss contingency accruals related to a claim of damages at one of our venues in Brazil and a $0.2 million increase in consulting expenses.

Table of Contents

General and administrative. General and administrative expenses decreased $0.4 million, or 2.0%, for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, primarily due to a $0.6 million decrease in personnel related expenses, a $0.5 million decrease in credit card and bank fees, a $0.5 million decrease in consulting expenses, a $0.4 million decrease in professional fees, a $0.4 million decrease in employee incentives, and a $0.3 million decrease in license and tax fees. These decreases were partially offset by a $1.2 million increase in non-recurring transaction costs during the nine months ended September 30, 2020 and a $1.0 million decrease in the fair value of contingent consideration that was recorded in the nine months ended September 30, 2019.

Amortization of intangible assets. Amortization of intangible assets expense remained relatively consistent for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019.

Interest Expense and Amortization of Debt Discount

Interest expense and amortization of debt discount increased $0.7 million, or 9.8% for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, primarily due to interest expense incurred on the $100.0 million we drew down on our Revolving Line of Credit in March 2020. During the nine months ended September 30, 2020 and 2019, we capitalized $3.5 million and $2.1 million, respectively, of interest expense.

Interest Income and Other Expense, Net

Interest income and other expense, net decreased $1.1 million for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, primarily due to decreased interest income related to our cash equivalents and marketable securities balances in 2020.

Income Tax Expense

There were no significant changes in income tax expense and our effective tax rate for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019.

Non-controlling Interests

Non-controlling interests decreased $0.6 million for the nine months ended September 30, 2020, as compared to the nine months ended September 30, 2019, primarily due to a $1.1 million increase in litigation losses related to a claim of damages for back charges for port usage at one of our venues in Brazil, which contributed to an increase in net losses in our Brazil subsidiaries, and decreased net income for our Chicago subsidiary from DAS build-out projects that were completed in 2019.

Net Loss Attributable to Common Stockholders

Our net loss attributable to common stockholders for the nine months ended September 30, 2020 increased $8.3 million as compared to the nine months ended September 30, 2019, primarily due to the $22.4 million decrease in revenues, the $1.1 million decrease in interest income and other expense, net, and the $0.7 million increase in interest expenses and amortization of debt discount. The changes were partially offset by the $15.3 million decrease in costs and operating expenses and the $0.6 million increase in net loss attributable to non-controlling interests.

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, stock-based compensation expense, amortization of intangible assets, income tax expense, interest expense and amortization of debt discount, interest income and other expense, net, non-controlling interests, and excludes charges or gains that are non-recurring, infrequent, or unusual.

Table of Contents

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 (i) 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 and (ii) transaction costs and litigation loss contingencies because they represent non-recurring charges and are not indicative of the underlying performance of our business operations.

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				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

	(unaudited)
	(in thousands)
Net loss attributable to common stockholders	$	(2,911)	$	(187)	$	(13,384)	$	(5,124)
Depreciation and amortization of property and equipment		20,023		16,867		58,198		52,750
Stock-based compensation expense		2,017		2,054		5,534		6,434
Amortization of intangible assets		1,060		1,103		3,276		3,365
Income tax expense		109		143		225		254
Interest expense and amortization of debt discount		2,282		2,191		7,404		6,741
Interest income and other expense, net		(101)		(388)		(476)		(1,600)
Non-controlling interests		(108)		84		(589)		11
Transaction costs		121		—		1,193		—
Litigation loss contingencies		—		—		1,100		—
Adjusted EBITDA	$	22,492	$	21,867	$	62,481	$	62,831

Adjusted EBITDA was $22.5 million for the three months ended September 30, 2020, an increase of 2.9% from $21.9 million recorded in the three months ended September 30, 2019. As a percent of revenue, Adjusted EBITDA was 38.3% for the three months ended September 30, 2020, up from 33.8% of revenue for the three months ended September 30, 2019. The Adjusted EBITDA increase was primarily due to the $3.1 million increase in depreciation and amortization expense. The change was partially offset by the $2.7 million increase in net loss attributable to common stockholders.

Table of Contents

Adjusted EBITDA was $62.5 million for the nine months ended September 30, 2020, a decrease of 0.6% from $62.8 million recorded in the nine months ended September 30, 2019. As a percent of revenue, Adjusted EBITDA was 35.2% for the nine months ended September 30, 2020, up from 31.5% of revenue for the nine months ended September 30, 2019. The Adjusted EBITDA decrease was due primarily to the $8.3 million increase in our net loss attributable to common stockholders, the $0.9 million decrease in stock-based compensation expense, and the $0.6 million change in non-controlling interests. The changes were partially offset by the $5.4 million increase in depreciation and amortization expense, the $1.1 million decrease in interest income and other expense, net, and the $0.7 million increase in interest expense and amortization of debt discount, for the nine months ended September 30, 2020 compared to the nine months ended September 30, 2019. Adjusted EBITDA for the nine months ended September 30, 2020 also excludes $1.2 million of non-recurring transaction costs and $1.1 million of litigation loss contingencies.

Liquidity and Capital Resources

We have financed our operations primarily through cash provided by operating activities and borrowings under our Convertible Notes (defined below) and credit facilities. Our primary sources of liquidity as of September 30, 2020 consisted of $47.0 million of cash and cash equivalents, $7.6 million of marketable securities, and $150.0 million available for borrowing under our Credit Facility, $13.4 million of which is reserved for our outstanding Letter of Credit Authorization agreements. In March 2020, we drew down $100.0 million from our Revolving Line of Credit. During the three months ended September 30, 2020, we repaid the full amount outstanding under the Revolving Line of Credit. As of September 30, 2020, we had $2.1 million outstanding under the Term Loan and no amounts outstanding under the Revolving Line of Credit.

Our principal uses of liquidity have been to fund our operations, working capital requirements, capital expenditures and acquisitions. We expect that these requirements will be our principal needs for liquidity over the near term. Our capital expenditures in the nine months ended September 30, 2020 were $85.8 million, of which $66.6 million will be reimbursed through revenue for DAS build-out projects from our telecom operators.

In February 2019, we entered into a Credit Agreement (the “Credit Agreement”) and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A., Silicon Valley Bank, Bank of the West, Zions Bancorporation, N.A. dba California Bank & Trust, and Barclays Bank PLC (the “Lenders”), for a secured credit facility in the form of a revolving line of credit up to $150.0 million (the “Revolving Line of Credit”) and a term loan of $3.5 million (the “Term Loan” and together with the Revolving Line of Credit, the “Credit Facility”). Our Credit Facility will mature on April 3, 2023. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear variable interest at the greater of LIBOR plus 1.75% - 2.75% or Lender’s Prime Rate plus 0.75% - 1.75% per year and we will pay a fee of 0.25% - 0.5% per year on any unused portion of the Revolving Line of Credit.

Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representation, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specific default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change in control. We are subject to customary covenants, including a minimum quarterly consolidated senior secured leverage ratio, a minimum quarterly consolidated total leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and cash on hand minimums. The Credit Facility provides us with significant additional flexibility and liquidity to pursue our strategic objectives for capital expenditures and acquisitions that we may pursue from time to time.

In October 2018, we sold, through the initial purchasers, convertible senior notes (“Convertible Notes”) to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended, for gross proceeds of $201.25 million. The Convertible Notes are senior, unsecured obligations with interest payable semi-annually in cash at a rate of 1.00% per annum on April 1st and October 1st of each year. The Convertible Notes will mature on October 1, 2023 unless they are redeemed, repurchased or converted prior to such date. Prior to April 1, 2023, the Convertible Notes are convertible at the option of holders only during certain periods and upon satisfaction of certain conditions. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, the Convertible Notes may be settled in shares of our common stock, cash or a combination of cash and shares of our common stock, at our election.

Table of Contents

We may redeem all or any portion of the Convertible Notes, at our option, on or after October 5, 2021, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, if the last reported sale price of our stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide written notice of redemption.

Holders of Convertible Notes may require us to repurchase their Convertible Notes upon the occurrence of certain events that constitute a fundamental change under the indenture governing the Convertible Notes at a fundamental change repurchase price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the date of repurchase. In connection with certain corporate events or if we issue a notice of redemption prior to the maturity date, it will, under certain circumstances, increase the conversion rate for holders who elect to convert their Convertible Notes in connection with such corporate event or notice of redemption.

In connection with the pricing of the Convertible Notes, we entered into privately negotiated capped call transactions with a financial institution. The capped call transactions initially cover, subject to customary anti-dilution adjustments, the number of shares of our common stock that initially underlie the Convertible Notes. The cap price of the capped call transactions is initially $65.10 per share of our common stock, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce potential dilution to our common stock upon conversion of the Convertible Notes and/or offset the potential cash payments that we could be required to make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, with such reduction and/or offset subject to a cap based on the cap price.

We believe that our existing cash and cash equivalents, marketable securities, cash flow from operations and availability under the Credit Facility will be sufficient to fund our operations and planned capital expenditures for at least the next 12 months from the date of issuance of our financial statements. There can be no assurance, however, that future industry-specific or other developments, general economic trends, or other matters will not adversely affect our operations or our ability to meet our future cash requirements. Our future capital requirements will depend on many factors, including our rate of revenue growth and corresponding timing of cash collections, the timing and size of our managed and operated location expansion efforts, the timing and extent of spending to support product development efforts, the timing of introductions of new solutions and enhancements to existing solutions and the continuing market acceptance of our solutions. We expect our capital expenditures for 2020 will range from $100.0 million to $125.0 million, including $80.0 million to $100.0 million of capital expenditures for DAS build-out projects which are reimbursed through revenue from our telecom operator customers. We anticipate the majority of our 2020 capital expenditures will be used to build out and upgrade Wi-Fi and DAS networks at our managed and operated venues.

We have contracts with the U.S. government. The U.S. government may modify, curtail or terminate its contracts with us, either at its convenience or for default based on performance. Any such modification, curtailment, or termination of one or more of our government contracts could have a material adverse effect on our earnings, cash flow and/or financial position. We may also enter into other acquisitions of complementary businesses, applications or technologies, which could require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us, or at all.

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, 2020 and through the date of this report. We are subject to certain non-financial covenants, and we were also in compliance with all such non-financial covenants as of September 30, 2020 and through the date of this report. The Credit Facility provides us with significant additional flexibility and liquidity for our strategic objectives involving capital expenditures and acquisitions that we may pursue from time to time.

The following table sets forth cash flow data for the nine months ended September 30:


	2020		2019

	(unaudited)
	(in thousands)
Net cash provided by operating activities	$	64,930	$	81,071
Net cash used in investing activities		(53,186)		(137,485)
Net cash used in financing activities		(5,297)		(42,807)

Table of Contents

Net Cash Provided by Operating Activities

For the nine months ended September 30, 2020, we generated $64.9 million of net cash from operating activities, a decrease of $16.1 million from 2019. The decrease is primarily due to a $13.1 million decrease in our operating assets and liabilities, which is primarily driven by decreased billings to our customers, a $8.9 million increase in our net loss, and a $0.9 million decrease in stock based compensation expenses. These changes were partially offset by a $5.4 million increase in depreciation and amortization expense, a $1.0 million change in fair value of contingent consideration in 2019, and a $0.5 million decrease in gains and amortization of premiums/discounts for marketable securities.

Net Cash Used in Investing Activities

For the nine months ended September 30, 2020, we used $53.2 million in investing activities, a decrease of $84.3 million from 2019. The decrease is due to a $68.7 million increase in net proceeds from maturities of marketable securities and a $15.6 million decrease in purchases of property and equipment in 2020.

Net Cash Used in Financing Activities

For the nine months ended September 30, 2020, we used $5.3 million of cash in financing activities, a decrease of $37.5 million from 2019. This change is primarily due to a $32.8 million decrease in payments for federal, state, and local employment payroll taxes related to our RSUs that vested during the period, a $3.0 million decrease in payments of acquisition related consideration, a $1.8 million decrease in cash paid for debt issuance costs, a $1.6 million decrease in principal payments for our finance leases and notes payable, a $0.7 million decrease in cash paid for stock repurchases, and a $0.7 million decrease in cash payments to our non-controlling interest owner. These changes were offset by a $3.5 million increase in net payments on our Credit Facility.

Contractual Obligations and Commitments

The following table sets forth our contractual obligations and commitments as of September 30, 2020:


	Payments Due by Period
			Less than						More than
	Total		1 Year		2 ‑ 3 Years		4 ‑ 5 Years		5 Years

	(in thousands)
Venue revenue share minimums(1)	$	38,273	$	9,756	$	15,760	$	8,701	$	4,056
Operating and finance leases(2)		18,983		3,767		6,057		6,742		2,417
Open purchase commitments(3)		43,371		43,242		129		—		—
Convertible Notes(4)		201,250		—		—		201,250		—
Credit Facility(5)		2,138		778		1,360		—		—
Notes payable(6)		218		218		—		—		—
Total	$	304,233	$	57,761	$	23,306	$	216,693	$	6,473

(1)	Payments under exclusive long-term, non-cancellable contracts to provide wireless communications network access to venues such as airports.

(2)	Non-cancellable operating leases for office and other spaces and finance leases for equipment, primarily for data communication equipment and database software.

(3)	Open purchase commitments for the purchase of property and equipment, supplies and services. They are not recorded as liabilities on our condensed consolidated balance sheet as of September 30, 2020 as we have not received the related goods or services.

(4)	Long-term debt associated with our Convertible Notes are based on contractual terms and intended timing of repayments of long-term debt.

(5)	Debt associated with our Credit Agreement with Bank of America N.A. Payments are based on contractual terms and intended timing of repayments.

(6)	Payments under notes payable related to purchases of prepaid maintenance service.

Table of Contents

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financing arrangements and we do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided for the year ended December 31, 2019 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our annual report on Form 10-K filed by us with the SEC on March 2, 2020.

Recently Issued Accounting Standards

Information regarding recent accounting pronouncements is contained in Note 2 “Summary of Significant Accounting Policies” to the accompanying condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q and under “Critical Accounting Policies and Estimates” in Part I, Item II, of this Quarterly Report on Form 10-Q, the information of which is incorporated herein by this reference.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

Market risk represents the potential loss arising from adverse changes in the value of financial instruments. The risk of loss is assessed based on the likelihood of adverse changes in fair values, cash flows or future earnings. We are exposed to various market risks including: (i) investment portfolio risk, (ii) interest rate risk, and (iii) foreign currency exchange rate risk.

Investment portfolio risk. We have established guidelines relative to the diversification and maturities of investments to maintain safety and liquidity. These guidelines are reviewed periodically and may be modified depending on market conditions. Although investments may be subject to credit risk, our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure from any single issue, issuer, or type of investment. At September 30, 2020, our market risk sensitive instruments consisted of marketable securities available-for-sale, which are comprised of highly rated short-term commercial paper, corporate debt instruments and US treasury and agencies obligations.

Our marketable available-for-sale securities are carried at fair value and are intended for use in meeting our ongoing liquidity needs. Unrealized gains and losses on available-for-sale securities, which are deemed temporary, are reported as a separate component of stockholders’ equity, net of tax. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization, along with realized gains and losses, would be included in interest income and other expense, net.

Interest rate risk. Our Convertible Notes bear a coupon rate of 1.00% per annum. We do not have economic interest rate exposure on our Convertible Notes due to the fixed rate nature. However, the values of the Convertible Notes are exposed to interest rate risk. Generally, the fair value of our fixed interest rate Convertible Notes will increase as interest rates fall and decrease as interest rates rise. In addition, the fair values of the Convertible Notes are affected by our stock price. The fair value of the Convertible Notes will generally increase as our common stock price increases and will generally decrease as our common stock price declines in value. Additionally, we carry the Convertible Notes at face value less unamortized discount and issuance costs on our consolidated balance sheet, and we present the fair value for required disclosure purposes only.

Our Credit Facility bears interest at a variable rate equal to the greater of LIBOR plus 1.75% - 2.75% or the Lender’s Prime Rate plus 0.75% - 1.75% per year. Our use of variable rate debt exposes us to interest rate risk. A 100-basis point increase in the LIBOR or Lender’s Prime Rate as of September 30, 2020 would not have a material impact on our net loss and cash outflow.

Table of Contents

Foreign currency exchange rate risk. We are exposed to foreign currency exchange rate risk inherent in conducting business globally in numerous currencies, of which the most significant to our operations for the nine months ended September 30, 2020 was the Brazilian Real. We are primarily exposed to foreign currency fluctuations related to the operations of our subsidiary in Brazil whose financial statements are not denominated in the U.S. dollar. We translate all assets and liabilities denominated in foreign currency into U.S. dollars using the exchange rate as of the end of the reporting period. Gains and losses resulting from translating assets and liabilities from our subsidiary’s functional currency to U.S. dollars are recognized in other comprehensive income (loss). Foreign currency exchange rate fluctuations affect our reported net loss and can make comparisons from period to period more difficult. We currently do not enter into currency forward exchange or option contracts to hedge foreign currency exposures.

Item 4. Controls and Procedures

Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of September 30, 2020, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting. During the three months ended September 30, 2020, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in Note 14 “Commitments and Contingencies,” to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q, is incorporated herein by this reference.

Item 1A. Risk Factors

Certain Factors Affecting Boingo Wireless, Inc.

In addition to the other information set forth in this report and the factors described below, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 filed with the SEC on March 2, 2020, which we incorporate by reference into this Quarterly Report on Form 10-Q, which could materially affect our business, results of operations, cash flows, or financial condition. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results. Other than the risk factors set forth below, we do not believe that there have been material changes in the risk factors contained in our Annual Report on Form 10-K.

We face risks related to health epidemics, including the recent COVID-19 pandemic, which could have a material adverse effect on our business and results of operations.

Our business has been and could continue to be adversely affected by a widespread outbreak of contagious disease, including the recent COVID-19 pandemic. Global health concerns relating to the COVID-19 pandemic have been weighing on the macroeconomic environment, and the pandemic has significantly increased economic volatility and uncertainty.

Table of Contents

The pandemic has also resulted in government authorities implementing numerous measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter-in-place or stay-at-home orders, and business shutdowns. While some restrictions have been lifted in certain states, many restrictions continue to remain in place and some restrictions that have previously been lifted have been reinstituted. A portion of our business is impacted by travel and consumer spending, because users seek to access the mobile Internet while they are on-the-go, and because spending on Internet access is often a consumer discretionary spending decision. Decreased travel and discretionary spending has had and may continue to have an adverse effect on our business such as our DAS, retail, wholesale Wi-Fi, and advertising and other revenues. Additionally, the pandemic has had and could continue to have an effect on our business generally due to decreased economic activity.

The spread of COVID-19 has also caused us to modify our business practices (including employee travel, mandating that all non-essential personnel work from home, temporary closures of our offices, and cancellation of physical participation in sales activities, meetings, events, and conferences), and we may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers and business partners. Such actions could also impact our ability to fully integrate businesses we have acquired or may acquire in the future. There is no certainty that such actions will be sufficient to mitigate the risks posed by the virus or otherwise be satisfactory to government authorities. If significant portions of our workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, our operations will be impacted.

The extent to which the COVID-19 pandemic continues to impact our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the actions to contain the virus or address its impact, how quickly and to what extent normal economic and operating activities can resume, and to the extent any new restrictions are reinstituted. Our customers may be unable to pay our invoices as they become due and our suppliers may experience difficulties in providing us with necessary goods and services required for us to operate our business. Even after the COVID-19 pandemic has subsided, we may continue to experience an adverse impact to our business as a result of its global economic impact and altered economic behaviors, including any recession that has occurred or may occur in the future.

There are no comparable recent events which may provide guidance as to the effect of the spread of COVID-19 and the pandemic, and, as a result, the ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. We do not yet know the full extent of COVID-19’s impact on our business, our operations, or the global economy as a whole. However, the effects may have a material adverse impact on our future results of operations.

We may not identify or enter into a strategic transaction, which could have an adverse effect on our stock price and our business.

In March 2020, we disclosed that we had received multiple inquiries regarding a potential strategic transaction and that our Board had engaged advisors to assess these opportunities. Our Board and Steering Committee of the Board, along with their advisors, have been assessing and exploring these opportunities, which may include, among other transactions, the sale of the Company, a merger or share exchange involving the Company, or the sale of some or all of the Company's assets. No decision has been made as to whether to engage in any particular transaction or transactions. Any recommendation of the Steering Committee or decision of our Board would be dependent on factors they deem relevant, which may include projected financial performance of the Company and any partner or buyer in a strategic transaction, likelihood that any such transaction could be successfully completed, potential value to our stockholders, potential synergies from the strategic transaction, available alternative options and market conditions. There can be no assurance that our Board or Steering Committee will authorize the pursuit of any strategic alternative. Moreover, there can be no assurance with respect to the terms or the timing of any transaction, or whether any transaction will ultimately occur. Any potential transaction would be dependent upon a number of factors that may be beyond our control, including, among other factors, market conditions, industry trends, the interest of third parties in our business, regulatory approval and the availability of financing to potential buyers on terms that they deem acceptable. Our inability to identify or complete such a strategic transaction could result in increased volatility of our stock price, result in the loss of key employees, and have an adverse effect on our business.

Items 2, 3, 4 and 5 are not applicable and have been omitted.

Table of Contents

Item 6. Exhibits

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q:

Exhibit		Incorporated by Reference			Filed
No.	Description	Form	Date	Number	Herewith
3.1	Amended and Restated Certificate of Incorporation.	S-1	03/21/2011	3.2

3.2	Certificate of Amendment to the Certificate of Incorporation.	8-K	06/09/2017	3.1

3.3	Amended and Restated Bylaws.	8-K	06/09/2017	3.2

31.1	Certification of Michael Finley, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

31.2	Certification of Peter Hovenier, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certifications of Michael Finley, Chief Executive Officer, and Peter Hovenier, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

101	The following financial information from the Quarterly Report on Form 10-Q of Boingo Wireless, Inc. for the quarter ended September 30, 2020, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2020 and December 31, 2019 for Boingo Wireless, Inc.; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019 for Boingo Wireless, Inc.; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2020 and 2019 for Boingo Wireless, Inc.; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2020 and 2019 for Boingo Wireless, Inc.; (v) Condensed Consolidated Statement of Stockholders’ Equity for Boingo Wireless, Inc.; and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.				X

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)				X

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BOINGO WIRELESS, INC.

Date: November 9, 2020	By:	/s/ MICHAEL FINLEY
		Michael Finley
		Chief Executive Officer and Member of the Board
		(Principal Executive Officer)

	BOINGO WIRELESS, INC.

Date: November 9, 2020	By:	/s/ PETER HOVENIER
		Peter Hovenier
		Chief Financial Officer
		(Principal Financial and Accounting Officer)