Boingo Wireless Inc

BOINGO WIRELESS INC

FORM 10-K
(Annual Report)

Filed 03/11/16 for the Period Ending 12/31/15

Address

Telephone
CIK

10960 WILSHIRE BLVD., 23RD FLOOR
LOS ANGELES, CA 90024
310-586-5180
0001169988

Symbol WIFI

SIC Code
Industry
Sector
Fiscal Year

4899 - Communications Services, Not Elsewhere Classified
Software & Programming
Technology
12/31

http://www.edgar-online.com
© Copyright 2016, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

  
  
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document
TABLE
OF
CONTENTS
TABLE
OF
CONTENTS
2
Item
15.
Exhibits,
Financial
Statement
Schedules
UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C.
20549FORM
10-KCommission
File
Number:
001-35155BOINGO
WIRELESS,
INC.
(Exact
name
of
registrant
as
specified
in
its
charter)DELAWARE
(State
of
other
jurisdiction
of
incorporation
ororganization)
95-4856877
(I.R.S.
Employer
Identification
Number)10960
Wilshire
Blvd.,
23
rd

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
parvalue
The
NASDAQ
Stock
Market
LLC(Title
of
each
class)
(Name
of
each
exchange
on
which
registered)








Securities
registered
pursuant
to
Section
12(g)
of
the
Act:
None








Indicate
by
check
mark
if
the
registrant
is
a
well-known
seasoned
issuer,
as
defined
in
Rule
405
of
the
Securities
Act.
Yes

o




No

ý








Indicate
by
check
mark
if
the
registrant
is
not
required
to
file
reports
pursuant
to
Section
13
or
15(d)
of
the
Act.
Yes

o




No

ý








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
1934during
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
requirementsfor
the
past
90
days.
Yes

ý




No

o








Indicate
by
check
mark
whether
the
registrant
has
submitted
electronically
and
posted
on
its
corporate
Web
site,
if
any,
every
Interactive
Data
File
required
tobe
submitted
and
posted
pursuant
to
Rule
405
of
Regulation
S-T
(232.405
of
this
chapter)
during
the
preceding
12
months
(or
for
such
shorter
period
that
theregistrant
was
required
to
submit
and
post
such
files).
Yes

ý




No

o








Indicate
by
check
mark
if
disclosure
of
delinquent
filers
pursuant
to
Item
405
of
Regulation
S-K
is
not
contained
herein,
and
will
not
be
contained,
to
the
bestof
registrant's
knowledge,
in
definitive
proxy
or
information
statements
incorporated
by
reference
in
Part
III
of
this
Form
10-K
or
any
amendment
to
this
Form
10-K.
o








Indicate
by
check
mark
whether
the
registrant
is
a
large
accelerated
filer,
an
accelerated
filer
or
a
non-accelerated
filer,
or
a
smaller
reporting
company.
See(MarkOne)

ý
ANNUAL
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACTOF
1934For
the
fiscal
year
ended
December
31,
2015ORo
TRANSITION
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACTOF
1934the
definition
of
"large
accelerated
filer,"
"accelerated
filer"
and
"smaller
reporting
Company"
in
Rule
12b-2
of
the
Exchange
Act.
(Check
one):








Indicate
by
check
mark
whether
the
registrant
is
a
shell
company
(as
defined
in
Rule
12b-2
of
the
Exchange
Act).
Yes

o




No

ý








The
aggregate
market
value
of
the
Registrant's
voting
and
non-voting
common
equity
held
by
non-affiliates
of
the
Registrant
as
of
the
last
day
of
theRegistrant's
most
recently
completed
second
fiscal
quarter
was
$298,970,014
based
on
the
last
reported
sale
price
of
$8.26
per
share
on
the
NASDAQ
GlobalMarket
on
June
30,
2015,
the
last
trading
day
of
the
most
recently
completed
second
fiscal
quarter.








As
of
March
1,
2016,
37,443,601
shares
of
Common
Stock
were
outstanding.DOCUMENTS
INCORPORATED
BY
REFERENCE








Portions
of
the
Company's
definitive
Proxy
Statement
for
the
Annual
Meeting
of
Stockholders
to
be
filed
within
120
days
of
the
Company's
year
endedDecember
31,
2015
are
incorporated
by
reference
into
Part
III
of
this
Form
10-K
where
indicated.


Large
accelerated
filer

o
Accelerated
filer

ý
Non-accelerated
filer

o
(Do
not
check
if
a
smaller
reporting
company)
Smaller
reporting
company

oTable
of
ContentsBOINGO
WIRELESS,
INC.
ANNUAL
REPORT
ON
FORM
10-K
FOR
THE
YEAR
ENDED
DECEMBER
31,
2015
TABLE
OF
CONTENTS
1





Page
PART
I
Item
1.
Business

2
Item
1A.
Risk
Factors

12
Item
1B.
Unresolved
Staff
Comments

26
Item
2.
Properties

26
Item
3.
Legal
Proceedings

26
Item
4.
Mine
Safety
Disclosures

26
PART
II
Item
5.
Market
for
Registrant's
Common
Equity,
Related
Stockholder
Matters
and
Issuer
Purchases
of
EquitySecurities

27
Item
6.
Selected
Financial
Data

29
Item
7.
Management's
Discussion
and
Analysis
of
Financial
Condition
and
Results
of
Operations

32
Item
7A.
Quantitative
and
Qualitative
Disclosures
About
Market
Risk

52
Item
8.
Financial
Statements
and
Supplementary
Data

52
Item
9.
Changes
in
and
Disagreements
with
Accountants
on
Accounting
and
Financial
Disclosure

52
Item
9A.
Controls
and
Procedures

52
Item
9B.
Other
Information

53
PART
III
Item
10.
Directors,
Executive
Officers
and
Corporate
Governance

54
Item
11.
Executive
Compensation

54
Item
12.
Security
Ownership
of
Certain
Beneficial
Owners
and
Management
and
Related
Stockholder
Matters

54
Item
13.
Certain
Relationships
and
Related
Transactions,
and
Director
Independence

54
Item
14.
Principal
Accounting
Fees
and
Services

54
PART
IV
Item
15.
Exhibits

55
Consolidated
Financial
Statements

F-1
Signatures

F-49
Table
of
ContentsForward-Looking
Statements








We have made forward-looking statements in this Annual Report on Form 10-K that are subject to risks and uncertainties. Forward-looking statementswithin the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, are subject tothe "safe harbor" created by those sections. The forward-looking statements in this report are based on our management's beliefs and assumptions and oninformation currently available to our management. In some cases, you can identify forward-looking statements by terms such as "anticipates," "aspires,""believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "projects," "seeks," "should," "will" or "would" or the negative of theseterms and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors,which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames orachievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this document in greaterdetail under the heading "Risk Factors." We believe it is important to communicate our expectations to our investors. However, there may be events in the futurethat we are not able to predict accurately or over which we have no control. The risks described in "Risk Factors" included in this report, as well as any othercautionary language in this report, provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectationswe describe in our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the events described in "RiskFactors" and elsewhere in this report could harm our business.








Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-lookingstatements represent our estimates and assumptions only as of the date of this filing. You should read this document completely and with the understanding thatour actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements.Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differmaterially from those anticipated in these forward-looking statements, even if new information becomes available in the future.








Unless the context otherwise requires, we use the terms "Boingo," "company," "we," "us" and "our" in this Annual Report on Form 10-K to refer to BoingoWireless, Inc. and, where appropriate, its subsidiaries.PART
I
Item
1.



Business
Company
Overview







Boingo
helps
the
world
stay
connected.







We
have
established
a
global
footprint
of
wireless
networks
that
provide
high-speed,
high-bandwidth
wireless
connectivity
to
smartphones,
tablets,
laptops,wearables,
the
Internet
of
Things
("IoT"),
and
other
wireless-enabled
devices.
Wireless
infrastructure
systems
include
low-powered
radio
access
nodes
that
operatein
licensed
and
unlicensed
spectrum,
with
a
range
of
10
meters
to
1
to
2
kilometers.
These
wireless
networks
include
more
than
1.5
million
distributed
antennasystem
("DAS"),
femto-cell,
and
Wi-Fi
locations
that
reach
more
than
one
billion
consumers
annually.
With
the
proliferation
of
wireless
devices,
and
the
growth
ofmobile
data
from
high-bandwidth
activities
like
streaming
media,
cloud-based
applications,
online
gaming
and
mobile
apps,
we
expect
these
wireless
networks
toplay
a
significant
role
in
helping
meet
the
ever-increasing
data
demands
of
on-the-go
connected
consumers.







Our
wireless
networks
include
DAS,
femto-cell,
and
Wi-Fi
networks
that
we
manage
and
operate
ourselves,
which
we
refer
to
as
our
"managed
and
operated"locations,
as
well
as
Wi-Fi
networks2Table
of
Contentsmanaged
and
operated
by
third-parties
with
whom
we
contract
for
access,
which
we
refer
to
as
our
"roaming"
networks.
Our
managed
and
operated
locations
aretypically
located
in
large
venues
with
big
audiences,
such
as
airports,
stadiums,
arenas,
military
bases,
universities,
big
box
retailers,
convention
centers,
and
officebuildings.
We
install
wireless
network
infrastructure
in
these
locations,
which
generally
have
exclusive
multi-year
agreements,
and
then
monetize
these
networksin
a
number
of
ways.
Our
roaming
networks
comprise
more
than
1.5
million
commercial
Wi-Fi
hotspots
in
100
countries
around
the
world.
We
also
selladvertising
on
other
Wi-Fi
networks
that
are
not
part
of
our
network
on
behalf
of
the
network
owner.







We
generate
revenue
through
wholesale
offerings,
retail
and
military
sales,
and
advertising.
We
have
direct
customer
relationships
with
users
who
havepurchased
our
services,
and
we
also
provide
wireless
connectivity
access
solutions
to
enterprise
customers,
which
include
telecom
operators,
cable
companies,technology
companies,
enterprise
software
and
services
companies,
financial
institutions,
and
communications
service
providers.
Our
wholesale
solutions
enablethese
companies
to
offer
wireless
connectivity
access
to
their
customers.
Our
software
solution—which
provides
one-click
access
to
our
global
footprint
ofhotspots—has
been
rebranded
for
wholesale
partners,
in
addition
to
being
marketed
under
the
Boingo
brand.
In
combination
with
our
back-end
systeminfrastructure,
it
creates
a
global
roaming
solution
for
operators,
carriers,
other
service
providers
and
other
businesses.







We
generate
wholesale
revenue
from
telecom
operators
that
pay
us
build-out
fees
and
recurring
access
fees
so
that
their
cellular
customers
may
use
our
DASor
femto-cell
networks
at
locations
where
we
manage
and
operate
the
wireless
network.
DAS
revenue
accounts
for
approximately
33%
of
our
revenue.
In
addition,our
enterprise
customers
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
who
provide
Boingo
as
a
value-added
service
for
their
customers.
Wholesale
Wi-Fi
revenue
accountsfor
approximately
16%
of
our
revenue.







Retail
revenue,
which
is
driven
by
consumers
who
purchase
one-time
Wi-Fi
access
or
a
recurring
monthly
subscription
plan,
accounts
for
approximately
23%of
our
total
revenue.
As
of
December
31,
2015,
our
retail
subscriber
base
was
approximately
204,000,
a
decrease
of
approximately
20%
over
the
prior
year.Military
revenue,
which
is
driven
by
military
personnel
who
purchase
broadband
and
Internet
Protocol
television
("IPTV")
services
on
military
bases
served
byBoingo
accounts
for
approximately
14%
of
our
total
revenue.
As
of
December
31,
2015,
we
have
grown
our
military
subscriber
base
to
approximately
57,000
fromapproximately
20,000
in
the
prior
year
period.







We
also
generate
revenue
from
advertisers
that
seek
to
reach
consumers
via
sponsored
Wi-Fi
access,
promotional
programs
and
online
display
advertising.Advertising
and
other
revenue
accounts
for
approximately
14%
of
our
revenue.







Our
advertising
business
is
seasonal,
with
the
highest
percentage
of
advertising
sales
typically
occurring
in
the
fourth
quarter
of
each
year.
Our
customeragreements
for
certain
DAS
networks
include
both
a
fixed
and
variable
fee
structure
with
the
highest
percentage
of
sales
typically
occurring
in
the
fourth
quarter
ofeach
year
and
the
lowest
percentage
of
sales
occurring
in
the
first
quarter
of
each
year.
We
expect
these
trends
to
continue.
Our
other
products
have
notexperienced
any
significant
seasonal
impact.







We
were
incorporated
in
the
State
of
Delaware
in
April
2001
under
the
name
Project
Mammoth,
Inc.
and
changed
our
name
to
Boingo
Wireless,
Inc.
inOctober
2001.
Our
principal
executive
offices
are
located
in
Los
Angeles,
California.
Our
website
address
is
www.boingo.com.
The
information
on,
or
that
can
beaccessed
through,
our
website
is
not
part
of
this
Annual
Report
on
Form
10-K.3Table
of
ContentsIndustry
Overview







Today,
consumers
own
multiple
connected
devices—smartphones,
laptops,
tablets,
wearables,
etc.
According
to
Cisco's
Visual
Networking
Index
("CVNI"),by
2020,
there
will
be
5.5
billion
expected
mobile
users,
representing
70%
of
the
world's
population.
The
adoption,
growth
and
innovation
of
mobile
devices
arekey
catalysts
for
the
acceleration
of
high-speed
and
high-bandwidth
mobile
Internet
usage.
The
improved
computing
power,
rich
graphical
user
interfaces
andInternet
capabilities
of
these
devices
enable
mobile
users
to
engage
in
high-bandwidth
activities
like
making
video
calls
or
streaming
high
definition
movies,uploading
photos
and
videos
to
social
media
sites,
engaging
in
online
gaming
or
streaming
music
apps—even
live
streaming
and
broadcasting
video
through
appslike
Periscope.
In
return,
mobile
data
is
growing
unabated.
According
to
CVNI,
it
is
anticipated
that
global
mobile
data
traffic
will
increase
nearly
eightfoldbetween
2015
and
2020.
Mobile
video
will
have
the
highest
growth
rate
of
any
mobile
application
accounting
for
approximately
75%
of
the
world's
mobile
datatraffic
by
2020.
Average
global
mobile
network
speeds
are
also
expected
to
increase
3.2-fold
from
2015
(2.0
Mbps)
to
2020
(6.5
Mbps).







To
cope
with
the
significant
increase
in
expected
global
mobile
Internet
data
traffic,
network
operators
are
rapidly
expanding
their
capacity
and
investing
intechnologies
such
as
4G
cellular
networks.
However,
these
investments
are
only
a
short-term
solution
as
they
are
not
capable
of
meeting
the
long-term
demand
fordata
usage.
To
ease
the
strain
of
cellular
networks
by
off-loading
data,
network
operators
have
also
been
investing
in
Wi-Fi
and
cellular
DAS
and
femto-cells
thatenhance
spectrum
coverage
and
density
in
large
venues
to
increase
overall
capacity.
In
a
recent
market
study,
ABI
Research
forecasted
the
in-building
wirelessmarket
to
more
than
double
in
revenue
by
2020,
with
the
market
anticipated
to
top
$9
billion
by
2020.
Further,
according
to
CVNI,
by
2020,
38.1
exabytes
of
Wi-Fi
offload
traffic
will
be
generated
each
month
and
voice
over
Wi-Fi
("VoWiFi")
will
account
for
53%
of
all
mobile
IP
voice
traffic.







Wi-Fi
provides
higher
speed
and
higher
bandwidth
per
user
in
high
density
locations,
and
is
simpler
and
less
expensive
to
deploy
than
additional
cellularnetwork
capacity.
The
benefits
and
consumer
demand
for
Wi-Fi
have
led
hardware
manufacturers
to
include
Wi-Fi
as
a
standard
feature
on
smart
devices,
laptopsand
tablets
and
the
IoT.
Wi-Fi
has
become
the
standard
protocol
for
residential
and
office
wireless
networks
and
is
increasingly
prevalent
in
public
venues,
such
asairports,
hotels,
big
box
retailers,
coffee
shops,
convention
centers,
shopping
malls,
arenas,
stadiums,
campuses
and
office
buildings.Challenges
Facing
Our
Industry







The
mobile
Internet
is
a
complex
and
constantly
evolving
ecosystem
comprised
of
over
a
billion
mobile
Internet-enabled
devices
from
dozens
ofmanufacturers,
which
are
powered
by
many
different
operating
systems.
Devices
use
different
network
technologies
and
must
be
configured
with
the
appropriatesoftware
to
detect
and
optimize
a
connection
to
the
mobile
Internet.
This
complexity
is
amplified
as
new
device
models
and
operating
systems
are
released,
newcategories
of
devices
become
Internet-enabled,
and
new
network
technologies
emerge.
The
increasing
number
of
mobile
Internet-enabled
devices
in
this
ecosystemis
causing
an
even
more
rapid
increase
in
data
consumption
on
capacity-strained
networks.Our
Strategy







We
believe
we
are
the
leading
global
provider
of
neutral-host
commercial
mobile
Wi-Fi
Internet
solutions
and
indoor
DAS
services
for
carriers
and
venues.Key
elements
of
our
strategy
to
extend
that
lead
are
to:•Expand our footprint of managed and operated and aggregated networks. 

We
intend
to
continue
to
grow
our
global
network
of
managed
andoperated
DAS,
femto-cell,
and
Wi-Fi
networks
by4Table
of
Contentspursuing
new
opportunities
at
large
venues
such
as
airports,
arenas,
stadiums,
military
bases,
office
buildings
and
universities.
We
also
plan
to
enterinto
new
roaming
agreements
with
additional
network
and
hotspot
operators
to
maximize
the
reach
of
our
aggregated
network,
which
creates
amore
attractive
offering
for
our
retail
and
military
customers
and
wholesale
enterprise
customers.•Leverage our neutral-host business model to accelerate wholesale roaming and carrier offload partnerships. 

Our
neutral-host
model
enables
us
topartner
with
venue
operators
because
we
allow
their
customers
to
access
a
venue's
network
regardless
of
the
customers'
service
provider.
We
alsopartner
with
telecom
operators
that
are
attracted
to
us
because
we
do
not
compete
for
cellular
subscribers.
We
intend
to
expand
our
neutral-hostmanaged
and
operated
network
by
partnering
with
additional
venues,
network
operators,
telecom
operators
and
technology
companies.
•Maximize advertising sell-through for our inventory of advertising-enabled networks. 

We
will
seek
to
leverage
our
ad
sales
team
to
engage
leadingbrands
and
media
buying
and
advertising
agencies
acting
on
their
behalf
to
maximize
sell-through
of
our
advertising
inventory.
These
networksrepresent
high-traffic,
high-demand
locations
with
broad
appeal.
We
also
expect
to
enhance
existing
ad
products
and
develop
new
ones
to
provideappealing
options
to
advertisers
looking
for
innovative
ways
to
engage
potential
customers.
•Increase our brand awareness. 

We
will
continue
to
seek
new
ways
to
promote
our
brand
through
our
managed
and
operated
hotspots.
We
intendto
enhance
our
brand
through
low-cost
co-marketing
arrangements
with
our
partners
and
through
periodic
promotional
and
sponsorship
activitiesand
by
continuing
to
leverage
the
reach
of
social
media
and
public
relations
to
interact
with
our
customers.Services







Our
solution
makes
it
easy,
convenient
and
cost
effective
for
consumers
to
access
the
mobile
Internet.        DAS or Femto-Cell. 



We
offer
our
telecom
operator
partners
access
to
our
DAS
or
femto-cell
infrastructure
at
certain
of
our
managed
and
operatedlocations.
We
deploy
our
DAS
or
femto-cell
infrastructure
within
airports
and
other
large
venues
with
big
audiences
that
require
additional
signal
strength
toimprove
the
quality
of
cellular
services.        Wholesale—Wi-Fi. 



Our
integrated
hardware
and
software
platform
allows
us
to
provide
a
range
of
enhanced
services
to
network
operators,
devicemanufacturers,
technology
companies,
enterprise
software
and
services
companies,
venue
operators
and
financial
services
companies.•Roaming and carrier offload services. 

We
offer
roaming
and
carrier
offload
services
across
our
entire
network
of
more
than
1.5
million
hotspotlocations
to
our
partners
who
can
then
provide
mobile
Internet
services
to
their
customers
at
these
locations.
•Turn-key solutions. 

We
offer
our
venue
partners
the
ability
to
implement
a
turn-key
Wi-Fi
solution
through
a
Wi-Fi
network
infrastructure
that
weinstall,
manage
and
operate.
Our
turn-key
solutions
include
a
variety
of
service
models
that
are
supported
through
a
mix
of
retail,
military,wholesale
Wi-Fi
and
advertising
revenue.
•Comes With Boingo. 

We
offer
access
to
our
entire
network
of
more
than
1.5
million
hotspot
locations
to
our
enterprise
customers
who
then
offerthem
as
an
added-value
customer
benefit
to
their
service.5Table
of
Contents        Retail. 



We
enable
individuals
to
purchase
Internet
access
at
our
managed
and
operated
hotspots
and
select
partner
locations
around
the
world.
We
offer
aselection
of
recurring
monthly
subscriptions
and
single-use
access
plans.
Our
most
common
plans
are
the
$9.95
monthly
subscription
and
the
single-use
BoingoAsYouGo
at
$7.95
per
day.
Our
single-use
access
plans
provide
unlimited
access
on
a
single
device
at
a
specific
hotspot
for
a
defined
period
of
time,
tolled
fromthe
time
the
user
first
logs
on
to
the
network.
We
will
continue
to
launch
other
flexible
plans
to
meet
the
evolving
needs
of
our
customers.        Military. 



We
provide
broadband
and
IPTV
services
for
troops
stationed
on
military
bases.
We
offer
a
selection
of
recurring
monthly
subscriptions
andshorter-term
plans.
We
offer
Standard
Internet
(5Mbps)
and
Blazing
Internet
(30
Mbps)
services
with
plans
available
on
hourly,
daily,
weekly,
and
monthlyschedules,
as
well
as
IPTV
services
with
plans
available
on
a
monthly
schedule.
Military
personnel
can
add
a
movie
tier
and
premium
channels
to
enhance
theirIPTV
service.
We
also
offer
discounted
service
options
when
both
Internet
and
IPTV
services
are
bundled
in
a
combo
package.
These
services
are
only
availableon
certain
military
bases.        Advertising. 



Our
platform
provides
a
valuable
opportunity
for
advertisers
to
reach
consumers
with
sponsored
Wi-Fi
access,
promotional
programs
anddisplay
advertising.
We
provide
brands
and
advertisers
the
opportunity
to
sponsor
wireless
connectivity
to
individuals
at
locations
where
we
manage
and
operatethe
Wi-Fi
network
and
locations
where
we
solely
provide
authorized
access
to
a
partner's
Wi-Fi
network
through
sponsored
access
and
promotional
programs.
Ouradvertising
solution
is
easily
integrated
into
Wi-Fi
networks
not
directly
managed
by
Boingo,
expanding
the
addressable
market.Our
Network







Through
our
managed
and
operated
hotspots
and
our
strategic
partnership
arrangements,
users
have
access
to
more
than
1.5
million
hotspots
worldwide
invenues
such
as
airports,
hotels,
big
box
retailers,
office
buildings,
convention
centers,
arenas,
stadiums
and
quick
service
restaurants.
We
design,
build,
monitorand
maintain
the
Wi-Fi
network
at
our
managed
and
operated
hotspot
locations
primarily
located
in
the
United
States,
Europe
and
Asia.
Our
strategic
partnershiparrangements
with
95
network
operators
allow
us
to
extend
our
global
network
to
100
countries
worldwide.
In
2013,
we
acquired
Electronic
Media
Systems,
Inc.and
Advanced
Wireless
Group,
LLC
and
its
network
of
17
managed
and
operated
networks
(collectively,
"AWG").







Boingo
hotspot
locations
by
region
as
of
December
31,
2015
included:Marketing
and
Business
Development







Our
marketing
and
business
development
efforts
are
designed
to
cost
effectively
attract
and
retain
new
retail
and
military
customers,
expand
our
footprint
ofWi-Fi
hotspots,
DAS
and
advertising
locations
and
identify
business
partners
that
could
leverage
our
network
to
provide
mobile
Internet
services
to
theircustomers.
We
focus
on
efficient
customer
acquisition
through
our
online
presence,6Region
Airport
Café
/
Retail
Convention
Center
Hotel
Other(1)
Total
North
America

58

45,603

46

2,911

112,341

160,959
Latin
America

85

5,369

4

268

7,070

12,796
Europe,
Middle
East
and
Africa

243

43,039

459

11,540

254,589

309,870
Asia

264

259,884

3,464

44,752

678,586

986,950
Total

650

353,895

3,973

59,471

1,052,586

1,470,575
(1)Includes
schools
and
universities,
offices,
hospitals
and
public
spaces.Table
of
Contentssocial
media,
public
relations,
influencer
marketing,
experiential
and
event
marketing,
market
research,
and
other
promotional
activities.







We
seek
to
maximize
customer
lifetime
value
by
managing
subscriber
acquisition
cost,
extending
customer
life
and
determining
appropriate
pricing.
We
useinformation
about
subscriber
behavior
to
help
us
retain
customers
and
determine
premium
offerings.
Our
segmentation
is
focused
at
the
product
level,
so
that
weprovide
the
right
product,
plan
and
price
for
our
retail
and
military
customers.
Our
consumer
plans
are
available
for
essentially
all
Wi-Fi
enabled
devices
and
arepriced
on
a
month-to-month
or
per-use
basis.







We
issue
regular
press
releases
announcing
important
partnerships
and
product
developments
and
continually
update
our
website
with
information
about
ournetwork
and
services.
We
leverage
our
blog
and
social
media
accounts
to
further
promote
Boingo's
product
availability
and
applicability
for
travelers,
military
menand
women,
digital
elite
and
consumers
on-the-go.Development







Our
development
efforts
are
focused
primarily
on
supporting
our
networks
and
the
businesses
that
run
across
these
networks.
These
efforts
include
developingweb
applications
for
ease
of
connecting
to
our
managed
and
operated
locations
and
aggregate
partner
networks,
integrating
our
software
client
with
our
wholesalepartners,
continuing
to
adapt
our
technology
to
new
operating
systems
and
platforms,
continuing
to
develop
an
advertising
system
and
business
and
operationssupport
system
for
monetizing
network
service,
continuing
to
develop
an
IPTV
platform
for
delivering
IPTV
services
to
our
military
bases
and
optimizing
ournetworks
and
backend
systems
for
roaming
and
carrier
offload.
Our
development
model
is
based
on
Agile
development
practices
so
any
deviations
can
bepromptly
corrected
to
improve
reliability
in
our
network
or
services
and
enhance
customer
satisfaction.
For
the
years
ended
December
31,
2015,
2014
and
2013,development
and
technology
expenses
were
$19.1
million,
$14.9
million
and
$11.4
million,
respectively.Technology







Over
the
past
15
years,
we
have
developed
proprietary
systems
that
include
the
Boingo
software
client
and
software
development
kit
("SDK");
authentication,authorization
and
tracking
systems;
mediation
and
billing
systems;
IPTV
management
and
delivery
platform;
free
user
monetization
media
and
advertisingplatform;
and
a
real-time
operational
support
and
software
configuration
and
messaging
infrastructure.Boingo Software Client and SDK







The
Boingo
software
client
and
SDK
are
installed
on
Wi-Fi
enabled
devices
such
as
smartphones,
laptops
and
tablets
to
enable
our
customers
and
our
partnerscustomers
to
access
our
network.
The
key
features
of
the
Boingo
software
client
include:•Simple user interface. 

The
Boingo
software
client
provides
individuals
with
an
uncomplicated,
user-friendly
interface
designed
to
streamline
theWi-Fi
network
connection
process.
The
software
finds
hotspots
and
monitors
the
availability
of
Wi-Fi
hotspots
in
the
Boingo
network,
presents
anotification
message
of
the
hotspot
identified
and
allows
one-click
user
connections.
In
some
devices,
connection
to
a
Boingo
Wi-Fi
hotspot
occursin
the
background,
providing
the
user
with
a
seamless,
notification-free
connectivity
experience.
•Support for all major operating system platforms. 

The
Boingo
software
client
and
SDK
support
the
Android,
iOS,
Mac
OS
and
Windowsoperating
systems,
which
represents
the
majority
of
all
devices
connecting
to
our
managed
and
operated
venues.7Table
of
Contents•Automatic updates. 

The
Boingo
software
client
automatically
receives
identification
information
for
new
hotspot
locations
as
they
are
added
to
theBoingo
network,
including
any
information
needed
to
automatically
identify
and
login
to
the
network.
Location
information,
allowing
a
user
to
findBoingo
hotspots
from
the
client,
is
also
automatically
updated.
On
all
but
embedded
platforms,
software
updates
are
also
automatically
offered
to
auser
when
available.
•Custom branding and flexible integration alternatives. 

We
offer
wholesale
customers
the
ability
to
integrate
the
Boingo
software
client
into
theirproducts
and
services
as
a
SDK.
Additionally,
we
offer
wholesale
customers
the
option
to
utilize
a
custom,
rebranded
reference
design
of
thesoftware
client
used
in
our
retail
customer
offering.Authentication, Authorization and Tracking System







Our
proprietary
authentication,
authorization
and
tracking
system
enables
the
reliable,
scalable
and
secure
initiation
and
termination
of
user
Wi-Fi
sessions
onour
network.
This
system
authenticates
our
network
users
across
a
wide
variety
of
hotspots
and
network
operators,
through
a
normalized
authentication
protocol.Through
the
authorization
process,
custom
business
rules
ensure
user
access
based
on
specific
service
parameters
such
as
location,
type
of
device,
service
plan
andaccount
information.
Our
system
also
captures
duration,
data
traffic,
location,
and
type
of
device.
We
normalize
and
process
this
data
from
disparate
providers
forour
use
and
for
our
wholesale
partners.
This
system
has
been
enhanced
to
include
support
for
secure
Next
Generation
Hotspot
roaming,
which
leverages
Passpoint-certified
devices
and
network
hardware
to
establish
seamless
secure
connections
for
customers.Mediation and Billing System







Our
mediation
and
billing
system
records
and
analyzes
individual
usage
sessions
required
to
bill
for
Wi-Fi
usage.
Users
are
charged
based
on
variables
suchas
pricing
plan,
device
type,
location,
time
and
amount
of
use.
Our
system
consolidates
usage
session
information,
determines
the
user
identity
and
applies
theappropriate
aggregation
and
flagging
to
ensure
proper
usage
processing.
Our
system
handles
exceptions
automatically.
Exceptions
that
cannot
be
solvedautomatically
are
brought
to
the
attention
of
the
operations
staff
for
rectification
of
any
discrepancies.
The
billing
system
provides
billing
based
on
roamingrelationship,
user
type,
device
type
and
account
type.
Our
retail
and
military
customer
mediation
and
billing
is
handled
by
the
same
infrastructure
used
forwholesale
customer
and
billing,
resulting
in
efficiencies
of
scale
and
operation.IPTV Management and Delivery Platform







Our
IPTV
system
enables
us
to
deliver
content
to
our
military
subscribers.
The
Boingo
digital
rights
management
("DRM")
system
allows
for
live
linearcommercial
content
to
be
delivered
securely
through
our
encrypted
network
links
that
connect
our
primary
IPTV
data
center
and
the
military
bases.
The
IPTVcentral
content
management
system
allows
for
regional
content
delivery
and
multiple
programming
bundle
offers.
To
enhance
the
viewing
experience
for
mobileand
tablet
devices,
the
Boingo
IPTV
delivery
system
uses
HTTP
Live
Streaming
distribution
protocol
that
will
accommodate
playing
content
at
different
networkspeeds
by
dynamically
reducing
content
size.Free User Monetization Media and Advertising Platform







The
Boingo
Media
platform
enables
brand
advertisers
to
reach
a
captive
audience
through
high
engagement
Wi-Fi
sponsorships
in
premium
locationsworldwide.
It
delivers
engaging
advertising
experiences,
and
our
partners
can
place
their
messaging
in
the
right
context
to
their
target
audience.
It
also
allows
acombination
of
branding
with
direct
response
in
a
single
high-impact
format.
Frequent8Table
of
Contentstravelers
can
be
reached
in
a
way
they
appreciate—by
supporting
free
Wi-Fi
access
when
they
need
it
most.Software Configuration and Messaging System







Our
software
configuration
system
provides
real-time
network
configuration
updates
for
2,370
networks
and
33
detection
and
login
methodologies
used
bythe
Boingo
software
client
to
access
our
network.
Our
software
configuration
system
automatically
registers
new
network
definitions
and
login
methodologies
toallow
individuals
to
connect
to
our
hotspot
locations.
All
supported
platforms
use
a
single
configuration,
providing
a
high
level
of
operational
and
test
efficiency.Our
messaging
system
enables
real-time
customer
notification
and
system
interaction
at
login,
based
on
location,
network,
user,
account
type,
device
and
usage.This
approach
enables
us
and
our
partners
to
deliver
custom
marketing
or
service
messages.Operations







We
provide
significant
operational
support
for
our
managed
and
operated
wireless
infrastructure
and
the
related
technical
systems
in
our
network.
For
ourmanaged
and
operated
networks,
we
design,
build,
monitor
and
maintain
the
network.
For
roaming
partners,
we
monitor
network
and
related
system
uptime
andreport
issues
so
that
they
can
be
quickly
remedied.
We
have
service
level
agreements
with
our
roaming
partners
specifying
minimum
network
uptime
requirementsand
specified
quality
of
service
levels
for
different
services
that
run
across
the
wireless
network
infrastructure.







Our
Wi-Fi
deployments
are
based
on
the
IEEE
802.11a,
b,
g,
n
and
ac
standards
and
operate
in
the
2.4
GHz
and
5
GHz
unlicensed
spectrum
bands.
Wedesign,
build,
and
operate
DAS
and
femto-cell
networks
that
provide
2G,
3G,
and
4G-LTE
services
across
multiple
licensed-frequency
bands
for
all
major
telecomoperators.Customers







We
generate
revenue
primarily
from
our
retail
and
military
customers
and
wholesale
partners.
Our
retail
and
military
customers
either
purchase
month-to-month
subscription
plans
that
automatically
renew,
or
single-use
access
to
our
network.
We
acquire
our
retail
and
military
customers
primarily
from
users
passingthrough
our
managed
and
operated
locations,
where
we
generally
have
exclusive
multi-year
agreements.
Some
of
our
wholesale
Wi-Fi
customers
license
oursoftware
and
pay
usage-based
network
access
fees
to
allow
their
customers
access
to
our
global
Wi-Fi
network
and
other
wholesale
Wi-Fi
partners
pay
us
toprovide
Wi-Fi
services
in
their
venue
locations
under
a
service
provider
arrangement.
Our
DAS
customers
are
telecom
operators
who
pay
us
one-time
build-outfees
and
recurring
access
fees
for
our
DAS
network,
enabling
their
cellular
customers
to
access
these
networks.
Our
wholesale
customer
relationships
are
generallygoverned
by
multi-year
contracts.
We
acquire
our
wholesale
customers
through
our
business
development
efforts.
We
also
generate
revenue
from
advertisers
thatseek
to
reach
visitors
seeking
Wi-Fi
access
at
our
managed
and
operated
network
locations
with
online
advertising,
promotional
and
sponsored
programs.
For
theyears
ended
December
31,
2015
and
2014,
entities
affiliated
with
AT&T
Inc.
accounted
for
17%
and
15%,
respectively,
of
total
revenue.
For
the
year
endedDecember
31,
2013,
two
groups
of
entities
affiliated
with
Verizon
Communications,
Inc.
and
AT&T
Inc.
each
accounted
for
14%
of
total
revenue.
The
loss
ofthese
groups
and
the
customers
could
have
a
material
adverse
impact
on
our
consolidated
statements
of
operations.Key
Business
Metrics







In
addition
to
monitoring
traditional
financial
measures,
we
also
monitor
our
operating
performance
using
key
performance
indicators.
In
2014,
we
updatedour
presentation
of
revenue9Table
of
Contentssources
to
differentiate
our
individual
users
based
on
the
nature
of
the
users—retail
users
who
purchase
Internet
access
at
our
managed
and
operated
hotspots
andselect
partner
locations
or
military
users
who
purchase
Internet
access
or
IPTV
services
for
individual
use
on
military
bases.
Accordingly,
we
have
disaggregatedour
subscribers
between
our
retail
and
military
users.
We
have
also
removed
monthly
churn,
which
was
defined
as
the
number
of
subscribers
who
canceled
theirsubscriptions
in
a
given
month,
expressed
as
a
percentage
of
the
average
subscribers
in
that
month,
as
a
key
performance
indicator
as
we
no
longer
view
monthlychurn
as
a
key
business
metric.
Our
key
performance
indicators
follow:        Subscribers—retail and subscribers—military. 



This
metric
represents
the
number
of
paying
customers
who
are
on
a
month-to-month
subscription
plan
at
agiven
period
end.        Connects. 



This
metric
shows
how
often
individuals
connect
to
our
global
Wi-Fi
network
in
a
given
period.
The
connects
include
retail
and
wholesalecustomers
in
both
customer
pay
locations
and
customer
free
locations
where
we
are
a
paid
service
provider
or
receive
sponsorship
or
promotional
fees.
We
counteach
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
isan
indicator
of
paid
activity
throughout
our
network.        DAS nodes. 



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







We
provide
support
services
to
our
retail
and
military
customers
24
hours
per
day,
7
days
per
week,
365
days
per
year,
by
phone,
chat
or
email.
Our
websitealso
contains
a
comprehensive
list
of
responses
to
frequently
asked
questions
and
a
customer
knowledge
base,
and
we
monitor
and
respond
to
social
mediacommunications
regarding
our
services.
We
provide
support
services
through
our
internal
customer
care
department
and
we
rely
on
a
third-party
provider
for
mostof
our
standard
customer
support.Competition







The
market
for
mobile
Internet
services
and
solutions
is
fragmented
and
competitive.
We
believe
the
principal
competitive
factors
in
our
industry
include
thefollowing:•price;
•ease
of
access
and
use;
•quality
of
service;
•geographic
reach;
•bundled
service
offerings;
•venue
exclusivity;10


Year
Ended
December
31,



2015
2014
2013



(in
thousands)

Subscribers—retail

204

254

308
Subscribers—military

57

20

2
Connects

105,335

81,413

50,830
DAS
nodes

10.9

8.4

6.3
Table
of
Contents•brand
name
recognition;
and
•flexible
pricing
plans.







We
believe
we
face
no
material
direct
competitors
to
our
service
offerings.
Indirect
competitors
include
telecom
operators,
cable
companies,
self-managedvenue
networks
and
smaller
wireless
Internet
service
providers.
Some
of
these
competitors
have
substantially
greater
resources,
larger
customer
bases,
longeroperating
histories
and
greater
name
recognition
than
we
have.
Others
offer
bundled
data
services
with
primary
service
offerings
that
we
do
not
offer
such
aslandline
and
cellular
telephone
service,
and
cable
or
satellite
television.
Many
of
our
indirect
competitors
are
also
partners
from
whom
we
receive
revenue
whentheir
customers
access
our
network.
We
believe
that
we
compete
favorably
based
on
brand
recognition,
geographic
coverage,
network
reliability,
quality
of
service,ease
of
use,
cost,
and
our
neutral
host
business
model.Intellectual
Property







Our
ongoing
success
will
depend
in
part
upon
our
ability
to
protect
our
core
technology
and
intellectual
property.
To
accomplish
this,
we
rely
on
acombination
of
intellectual
property
rights,
including
trade
secrets,
patents,
copyrights
and
trademarks,
as
well
as
contractual
restrictions.







We
have
four
issued
U.S.
patents,
two
of
which
expire
in
2022,
and
the
others
of
which
expire
in
2030
and
2033.
We
have
six
patent
applications
pending
inthe
United
States.
One
of
the
pending
U.S.
patent
applications
is
also
pending
in
Europe.
We
have
two
issued
Japanese
patents
and
two
issued
Chinese
patents,each
of
which
has
a
maximum
term
that
expires
in
2027.







Our
registered
trademarks
in
the
United
States
and
the
European
Union
include
"Boingo",
"Boingo
Wi-Finder",
and
"Don't
just
go.
Boingo.",
and
in
theUnited
States,
"Boingo
Broadband",
"Cloud
9
Media",
"Concourse
Communications",
and
"AWG-WIFI".
We
own
additional
registrations
and
have
filed
othertrademark
applications
in
the
United
States
and
other
countries.







In
addition
to
the
foregoing
protections,
we
control
access
to,
and
use
of,
our
proprietary
software
and
other
confidential
information
through
the
use
ofinternal
and
external
controls,
including
contractual
protections
with
employees,
contractors,
customers
and
partners.
Our
software
is
protected
by
United
Statesand
international
copyright
laws.Employees







As
of
December
31,
2015,
we
had
286
employees,
including
76
in
development
and
technology,
114
in
operations,
61
in
sales
and
marketing
and
35
ingeneral
and
administrative.
All
of
our
employees
are
full-time
employees
except
for
two
part-time
employees.
None
of
our
employees
are
represented
by
a
laborunion
except
for
four
international
employees
who
are
covered
by
a
collective
bargaining
agreement.
We
have
never
experienced
any
employment
related
workstoppages
and
consider
relations
with
our
employees
to
be
good.
As
of
December
31,
2015,
we
also
had
arrangements
with
a
third
party
call
center
provider
thatprovided
us
with
approximately
50
full-time
equivalent
contractors
for
retail
and
military
customer
support
service
and
similar
functions.Financial
Information
about
Segments
and
Geographic
Areas







Reference
to
our
segments
and
the
geographic
areas
where
we
operate
is
contained
in
Note
2
to
our
accompanying
consolidated
financial
statements
includedin
Part
II,
Item
8
of
this
report.Available
Information







Our
filings
with
the
United
States
Securities
and
Exchange
Commission
or
SEC,
including
this
Annual
Report
on
Form
10-K,
quarterly
reports
on
Form
10-Q,and
current
reports
on
Form
8-K
are11Table
of
Contentsavailable
free
of
charge
through
the
Investor
Relations
section
of
our
website
at
http://www.boingo.com and
are
accessible
as
soon
as
reasonably
practicable
afterbeing
electronically
filed
with
or
furnished
to
the
SEC.
The
information
on,
or
that
can
be
accessed
through,
our
website
is
not
part
of
this
Annual
Report
onForm
10-K.







Copies
of
this
report
are
also
available
free
of
charge
from
Boingo
Corporate
Investor
Communications,
10960
Wilshire
Boulevard,
23
rd

Floor,
Los
Angeles,California
90024.
In
addition,
our
Corporate
Governance
Guidelines,
Code
of
Business
Conduct
and
Ethics
and
written
charters
of
the
committees
of
the
Board
ofDirectors
are
accessible
through
the
Corporate
Governance
tab
in
the
Investor
Relations
section
of
our
website
and
are
available
in
print
to
any
stockholder
whorequests
a
copy.







You
may
read
and
copy
materials
that
we
file
with
the
SEC
at
the
SEC's
Public
Reference
facilities
at
100
F
Street,
N.E.,
Room
1580,
Washington,
DC
20549.Information
on
the
operation
of
the
Public
Reference
facilities
is
available
by
calling
the
SEC
at
1-800-SEC-0330.
The
SEC
maintains
a
website
that
containsreports
and
other
information
we
file,
and
proxy
statements
to
be
filed
with
the
SEC.
The
address
of
the
SEC's
website
is
http://www.sec.gov .Item
1A.



Risk
Factors









Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all ofthe other information in this report on Form 10-K, including our accompanying consolidated financial statements and the related notes, before deciding whether topurchase shares of our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could bematerially and adversely affected. The price of our common stock could decline and you could lose part or all of your investment.Risks
Related
to
Our
Business         A significant portion of our revenue is dependent on our relationships with our venue and network partners, and if these relationships are impaired orterminated, or if our partners do not perform as expected, our business and results of operations could be materially and adversely affected.







We
depend
on
our
relationships
with
venue
partners,
particularly
key
airport
venue
partners
and
military
bases,
in
order
to
manage
and
operate
DAS,
femto-cell,
and
Wi-Fi
networks.
These
relationships
generate
a
significant
portion
of
our
revenue
and
allow
us
to
generate
wholesale
revenues
and
new
retail
and
militarycustomers.
Our
agreements
with
our
venue
partners,
telecom
operators,
and
wholesale
customers
are
for
defined
periods
and
of
varying
durations.
In
order
tomaintain
our
relationships
with
venue
partners,
we
may
need
to
upgrade
our
networks,
which
would
require
significantly
higher
initial
capital
expenditures
than
wehave
historically
incurred,
and
if
we
are
unsuccessful,
our
relationships
could
be
impaired.
If
our
venue
partners
terminate
or
fail
to
renew
these
agreements,
ourability
to
generate
and
retain
wholesale,
retail
and
military
customers
would
be
diminished,
which
might
result
in
a
significant
disruption
of
our
business
andadversely
affect
our
operating
results.
Further,
any
delays
in
our
ability
to
complete
the
upgrade
of
our
networks
or
build-out
new
networks
can
adversely
affectour
operating
results.







We
depend
on
our
relationships
with
network
partners
to
allow
users
to
roam
across
networks
that
we
do
not
manage
or
operate.
A
significant
portion
of
ourrevenue
depends
on
maintaining
these
relationships
with
network
partners.
Some
network
partners
may
compete
with
us
for
retail
customers
and
may
decide
toterminate
our
partnerships
and
instead
develop
competing
retail
products
and
services.
Our
network
partner
agreements
are
for
defined
periods
and
of
varyingdurations.
If
our
network
partners
terminate
these
agreements,
or
fail
to
renew
these
agreements,
our
ability
to
retain
retail
customers
could
be
diminished
and
ournetwork
reach
could
be
reduced,
which
could
result
in
a
significant
disruption
of
our
business
and
adversely
affect
our
operating
results.12Table
of
Contents         Our operating results may fluctuate unexpectedly, which makes them difficult to predict and may cause us to fail to meet the expectations of investors,adversely affecting our stock price.







We
operate
in
a
highly
dynamic
industry
and
our
future
quarterly
operating
results
may
fluctuate
significantly.
Our
revenue
and
operating
results
may
varyfrom
quarter-to-quarter
due
to
many
factors,
many
of
which
are
not
within
our
control.
As
a
result,
comparing
our
operating
results
on
a
period-to-period
basis
maynot
be
meaningful.
Further,
it
is
difficult
to
accurately
forecast
our
revenue,
margin
and
operating
results,
and
if
we
fail
to
match
our
expected
results
or
the
resultsexpected
by
financial
analysts,
the
trading
price
of
our
common
stock
may
be
adversely
affected.







Factors
that
contribute
to
fluctuations
in
our
operating
results
from
quarter-to-quarter
include
those
described
in
this
risk
factor
section
including:•our
gain
or
loss
of
a
key
venue
partner,
military
partner,
roaming
partner
or
platform
services
partner;
•the
rate
at
which
individuals
adopt
and
continue
to
use
our
solutions;
•the
timing
and
success
of
new
technology
introductions
by
us
or
our
competitors;
•the
growing
prevalence
of
free
Wi-Fi
models
and
our
ability
to
adapt
and
compete
with
free
Wi-Fi;
•the
number
of
air
travel
passengers,
particularly
business
travelers;
•intellectual
property
disputes;
and
•general
economic
conditions
in
our
domestic
and
foreign
markets.







Due
to
these
and
other
factors,
quarter-to-quarter
comparisons
of
our
historical
operating
results
should
not
be
relied
upon
as
accurate
indicators
of
our
futureperformance.         Our business depends upon demand for connected services that rely on wireless network infrastructure. Our ability to adapt to the speed of changes andanticipate market adoption of new technologies may adversely impact our business.







Our
future
success
depends
upon
growing
demand
for
wireless
connected
services.
The
demand
for
wireless
connectivity
may
decrease
or
may
grow
moreslowly
than
expected.
Any
such
decrease
in
the
demand
or
slowing
rate
of
growth
could
have
a
material
adverse
effect
on
our
business.
The
continued
demand
forwireless
connectivity
services
depends
on
the
continued
proliferation
of
smartphones,
tablets
and
other
wireless
connection
enabled
devices.
We
derive
retailrevenue
from
users
who
purchase
subscriptions
or
single-use
access.
We
may
face
challenges
as
we
seek
to
increase
the
revenue
generated
from
the
usage
onsmartphones,
tablets
and
other
wireless
connected
devices.







A
portion
of
our
business
depends
on
the
continued
integration
of
Wi-Fi
as
a
standard
feature
in
wireless
connected
devices.
If
Wi-Fi
ceases
to
be
a
standardfeature
in
wireless
connected
devices,
or
if
the
rate
of
integration
of
Wi-Fi
on
devices
decreases
or
is
slower
than
expected,
the
market
for
our
services
may
besubstantially
diminished.







Competing
technologies
pose
a
risk
to
the
continued
use
of
Wi-Fi
as
a
mobile
wireless
connectivity
technology.
The
introduction
and
market
acceptance
ofemerging
wireless
technologies
such
as
4G/LTE,
5G,
LTE-U
and
Super
Wi-Fi,
could
cause
significant
disruption
to
our
Wi-Fi
business,
which
may
result
in
a
lossof
customers,
users
and
revenue.
If
users
find
emerging
wireless
technologies
to
be
sufficiently
fast,
convenient
or
cost
effective,
we
may
not
be
able
to
competeeffectively,
and
our
ability
to
attract
or
retain
users
will
be
impaired.
Additionally,
one
or
more
of
our
partners
may
deploy
emerging
wireless
technologies
thatcould
reduce
the
partner's
need
to
work
with
us,
and
may
result
in
significant
loss
of
revenue
and
reduction
of
the
Wi-Fi
hotspots
in
our
network.13Table
of
Contents







We
deliver
value
to
our
users
by
providing
simple
access
to
Wi-Fi
hotspots,
regardless
of
whether
we
manage
and
operate
the
hotspot,
or
the
hotspot
isoperated
by
a
partner.
As
a
result,
our
business
depends
on
our
ability
to
anticipate
and
quickly
adapt
to
changing
technological
standards
and
advances.
Iftechnological
standards
change
and
we
fail
to
adapt
accordingly,
our
business
and
revenue
may
be
adversely
affected.
Furthermore,
the
proliferation
of
new
mobiledevices
and
operating
platforms
poses
challenges
for
our
research
and
development
efforts.
If
we
are
unable
to
create
simple
solutions
for
a
particular
device
oroperating
platform,
we
will
be
unable
to
effectively
attract
users
of
these
devices
or
operating
platforms
and
our
business
will
be
adversely
affected.         The growth of free Wi-Fi networks may compete with our paid mobile Wi-Fi Internet solutions.







Many
venues,
including
airports,
coffee
shops
and
hotels,
offer
free
mobile
Wi-Fi
as
an
incentive
or
value-added
benefit
to
their
customers.
Free
Wi-Fi
mayreduce
retail
customer
demand
for
our
services,
and
put
downward
pressure
on
the
prices
we
charge
our
retail
customers.
In
addition,
telecom
operators
may
offerfree
mobile
Wi-Fi
as
part
of
a
home
broadband
or
other
service
contract,
which
also
may
force
down
the
prices
we
charge
our
retail
customers.
If
we
are
unable
toeffectively
offset
this
downward
pressure
on
our
prices
by
being
a
Wi-Fi
service
provider,
or
if
we
are
unable
to
acquire
and
retain
retail
customers,
we
will
havelower
profit
margins
and
our
operating
results
and
financial
condition
may
be
adversely
impacted.         Negotiations with prospective wholesale partners can be lengthy and unpredictable, which may cause our operating results to vary.







Our
negotiations
with
prospective
partners
to
acquire
Wi-Fi
hotspots
to
operate
or
to
acquire
roaming
rights
on
partners'
networks,
or
for
new
partners
toimplement
our
solutions,
can
be
lengthy,
and
in
some
cases
can
last
over
12
months.
Because
of
the
lengthy
negotiation
cycle,
the
time
required
to
reach
a
finalagreement
with
a
partner
is
unpredictable
and
may
lead
to
variances
in
our
operating
results
from
quarter
to
quarter.
Negotiations
with
prospective
partners
alsorequire
substantial
time,
effort
and
resources.
We
may
ultimately
fail
in
our
negotiations,
resulting
in
costs
to
our
business
without
any
associated
benefits.         We may be unsuccessful in expanding into new venue types, which could harm the growth of our business, operating results and financial condition.







We
are
negotiating
with
existing
and
prospective
partners
to
expand
our
managed
and
operated
Wi-Fi
network
footprint
in
venue
types
where
we
historicallyhave
had
only
a
limited
presence.
Expansion
into
these
venue
types,
and
in
particular,
shopping
malls,
stadiums,
hospitals
and
quick
service
restaurants,
mayrequire
significantly
higher
initial
capital
expenditures
than
we
have
historically
incurred.
In
contrast
to
Wi-Fi
network
build-outs
at
venues
such
as
airports,
wheretelecom
operators
typically
pay
the
substantial
expense
of
laying
cable
or
fiber,
we
may
be
required
to
incur
the
initial
capital
expense
of
access
points
and
relatedhardware
and
cabling
at
tens
of
thousands
of
quick
serve
restaurant
locations
and
hundreds
of
shopping
malls,
hospitals
and
stadium
locations.
We
may
not
be
ableto
execute
on
our
strategy
or
there
may
not
be
returns
on
these
investments
in
the
near
future
or
at
all.
As
a
result,
our
business,
financial
condition
and
results
ofoperations
could
be
materially
and
adversely
affected.         We operate relatively new businesses in a rapidly evolving industry, so an investment in our company involves more risk than an investment in a moremature company in an established industry.







We
derive
nearly
all
of
our
revenue
from
mobile
Internet
services,
which
are
new
and
highly
dynamic
businesses,
which
face
significant
challenges.
Youshould
consider
our
business
and
prospects
in
light
of
the
risks,
uncertainties
and
difficulties
we
will
encounter
as
an
emerging
company
in
a
new14Table
of
Contentsand
rapidly
evolving
market.
We
may
not
be
able
to
address
these
risks,
uncertainties
and
difficulties
successfully,
which
could
materially
harm
our
business
andoperating
results.         Worldwide economic conditions, and their impact on travel and consumer spending, may adversely affect our business, operating results and financialcondition.







Global
economic
conditions
have
recently
weakened
and
levels
of
travel
and
consumer
spending
have
been
particularly
depressed.
Our
business
is
impactedby
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
aconsumer
discretionary
spending
decision.
Factors
that
tend
to
negatively
impact
levels
of
travel
include
high
unemployment,
high
energy
prices,
low
business
andconsumer
confidence,
the
fear
of
terrorist
attacks,
war
and
other
macroeconomic
factors.
Economic
conditions
that
tend
to
negatively
impact
levels
of
discretionaryconsumer
spending
include
high
unemployment,
high
consumer
debt,
reductions
in
net
worth,
depressed
real
estate
markets,
increased
taxation,
high
energy
prices,high
interest
rates,
low
consumer
confidence
and
other
macroeconomic
factors.
If
the
global
economic
recovery
is
slower
than
expected,
or
if
it
weakens,
our
retailand
military
customer
base,
new
retail
and
military
customer
acquisition
and
usage-based
revenue
could
be
materially
harmed,
and
our
results
of
operations
wouldbe
adversely
affected.         We may not maintain recent rates of revenue growth.







Although
our
revenue
has
increased
substantially
over
the
last
few
years,
we
may
not
be
able
to
maintain
historical
rates
of
revenue
growth.
We
believe
thatour
continued
growth
will
depend,
among
other
factors,
on
successfully
implementing
our
business
strategies,
including
our
ability
to:•attract
new
users,
convert
users
of
our
single-use
services
into
subscribers
and
keep
existing
subscribers
actively
using
our
services;
•develop
new
sources
of
revenue
from
our
users
and
partners;
•react
to
changes
in
the
way
individuals
access
and
use
the
mobile
Internet;
•expand
into
new
markets;
•increase
the
awareness
of
our
brand;
•retain
our
existing
partners
and
attract
new
partners;
and
•provide
our
users
with
a
superior
experience,
including
customer
support
and
payment
experiences.







However,
we
cannot
guarantee
that
we
will
successfully
implement
any
of
these
business
strategies.         The U.S. government may modify, curtail or terminate one or more of our contracts.







We
have
dedicated
a
significant
amount
of
resources
to
building
out
broadband
and
IPTV
networks
for
troops
stationed
on
military
bases
pursuant
to
ourcontracts
with
the
U.S.
government.
The
investment
of
these
resources
will
occur
in
advance
of
experiencing
any
direct
benefit
from
them
including
generation
ofrevenues
and
will
make
it
difficult
to
determine
if
we
are
allocating
our
resources
efficiently.
As
a
result
of
these
investments,
we
do
not
expect
to
be
profitable
inthe
near
future.
The
U.S.
government
may
modify,
curtail
or
terminate
its
contracts
with
us,
either
at
its
convenience
or
for
default
based
on
performance.
Any
suchmodification,
curtailment,
or
termination
of
one
or
more
of
our
government
contracts
could
have
a
material
adverse
effect
on
our
earnings,
cash
flow
and/orfinancial
position.15Table
of
Contents         System failures could harm our business.







Although
we
seek
to
reduce
the
possibility
of
disruptions
or
other
outages,
our
business
may
be
disrupted
by
problems
with
our
technology
and
systems,
suchas
an
access
point
failure
at
one
of
our
managed
and
operated
wireless
infrastructure
networks,
or
a
backhaul
disruption.
We
have
experienced
system
failures
fromtime
to
time,
and
any
interruption
in
the
ability
of
users
to
access
our
solution
could
harm
our
business
and
reputation.







Our
systems
may
be
vulnerable
to
damage
or
interruption
from
telecommunications
failures,
computer
denial-of-service
attacks,
power
loss,
computer
viruses,earthquakes,
floods,
fires,
terrorist
attacks
and
similar
events.
Some
of
our
systems
are
not
fully
redundant,
and
our
disaster
recovery
planning
is
not
sufficient
forall
eventualities.
Our
systems
may
also
be
damaged
by
break-ins,
sabotage,
and
acts
of
vandalism.
Despite
any
precautions
we
may
take,
the
occurrence
of
anatural
disaster
or
other
unanticipated
problems
could
result
in
lengthy
interruptions
in
the
availability
of
the
Boingo
solution.
We
do
not
carry
businessinterruption
insurance
to
compensate
us
for
all
losses
that
may
result
from
service
interruptions
caused
by
system
failures.
If
we
are
unable
to
resolve
serviceinterruptions
quickly,
our
ability
to
acquire
and
retain
customers
will
be
impaired
and
our
operating
results
and
business
could
be
adversely
affected.         We may be unsuccessful in expanding our international operations, which could harm the growth of our business, operating results and financialcondition.







Our
ability
to
expand
internationally
involves
various
risks,
including
the
need
to
invest
significant
resources
in
unfamiliar
markets,
and
the
possibility
thatthere
may
not
be
returns
on
these
investments
in
the
near
future
or
at
all.
In
addition,
we
have
incurred
and
expect
to
continue
to
incur
expenses
before
we
generateany
material
revenue
in
these
new
markets.
Our
expansion
plans
will
require
significant
management
attention
and
resources.
We
have
limited
experience
inselling
our
solutions
in
international
markets
or
in
conforming
to
local
cultures,
standards
or
policies.
We
may
not
be
able
to
compete
successfully
in
theseinternational
markets.
Our
ability
to
expand
will
also
be
limited
by
the
demand
for
mobile
Internet
in
international
markets.
Different
privacy,
censorship
andliability
standards
and
regulations
and
different
intellectual
property
laws
in
foreign
countries
may
cause
our
business
and
operating
results
to
suffer.







Any
future
international
operations
may
fail
to
succeed
due
to
risks
inherent
in
foreign
operations,
including:•different
technological
solutions
for
mobile
Internet
than
those
used
in
North
America;
•varied,
unfamiliar
and
unclear
legal
and
regulatory
restrictions;
•unexpected
changes
in
international
regulatory
requirements
and
tariffs;
•legal,
political,
social
or
systemic
restrictions
on
the
ability
of
U.S.
companies
to
do
business
in
foreign
countries;
•currency
fluctuations;
•Foreign
Corrupt
Practices
Act
compliance
and
related
risks;
•difficulties
in
staffing
and
managing
foreign
operations;
•difficulties
in
enforcing
contracts
and
collecting
accounts
receivable,
and
longer
payment
cycles,
especially
in
emerging
markets;
•reduced
protection
for
intellectual
property
rights
in
some
countries;
and
•potential
adverse
tax
consequences.16Table
of
Contents







Some
of
our
business
partners
also
have
international
operations
and
are
subject
to
the
risks
described
above.
Even
if
we
are
able
to
successfully
manage
therisks
of
international
operations,
our
business
may
be
adversely
affected
if
our
business
partners
are
not
able
to
successfully
manage
these
risks.







As
a
result
of
these
obstacles,
we
may
find
it
difficult
or
prohibitively
expensive
to
expand
internationally
or
we
may
be
unsuccessful
in
our
attempt
to
do
so,which
could
harm
our
business,
operating
results
and
financial
condition.         Our industry is competitive and if we do not compete successfully, we could lose market share, experience reduced revenue or suffer losses.







The
market
for
commercial
wireless
infrastructure
solutions
is
competitive
and
impacted
by
technological
change,
and
we
expect
competition
with
our
currentand
potential
competitors
to
intensify
in
the
future.
In
particular,
some
of
our
competitors
have
taken
steps
or
may
decide
to
more
aggressively
compete
against
us,particularly
in
the
market
for
venue
build-outs
of
Wi-Fi,
DAS,
and
femto-cell
solutions.







Our
competitors,
many
of
whom
are
also
our
partners,
include
a
variety
of
telecom
operators
and
network
operators,
including
AT&T,
T-Mobile,
Cablevision,Comcast
and
local
operators.
These
and
other
competitors
have
developed
or
may
develop
technologies
that
compete
directly
with
our
solutions.
Many
of
ourcompetitors
are
substantially
larger
than
we
are
and
have
substantially
longer
operating
histories.
We
may
not
be
able
to
fund
or
invest
in
certain
areas
of
ourbusiness
to
the
same
degree
as
our
competitors.
Many
have
substantially
greater
product
development
and
marketing
budgets
and
other
financial
and
personnelresources
than
we
do.
Some
also
have
greater
name
and
brand
recognition
and
a
larger
base
of
subscribers
or
users
than
we
have.
In
addition,
our
competitors
mayprovide
services
that
we
do
not,
such
as
cellular,
local
exchange
and
long
distance
services,
voicemail
and
digital
subscriber
line.
Users
that
desire
these
servicesmay
choose
to
also
obtain
mobile
wireless
connectivity
services
from
a
competitor
that
provides
these
additional
services
rather
than
from
us.







Furthermore,
we
rely
on
several
of
our
competitors
as
partners
in
roaming
agreements.
The
roaming
agreements
provide
that
our
retail
customers
and
ourwholesale
partners'
customers
may
use
the
Wi-Fi
networks
of
our
partners.
One
or
more
of
our
partners
may
deploy
competing
technologies
that
could
reduce
thepartner's
need
to
work
with
us
under
a
roaming
agreement.
If
our
partners
decide
to
terminate
our
roaming
agreements,
our
network
of
Wi-Fi
hotspots
and
cellularnodes
(DAS
or
femto-cells)
may
be
reduced,
which
may
result
in
a
significant
disruption
to
our
business.







Competition
could
increase
our
selling
and
marketing
expenses
and
related
customer
acquisition
costs.
We
may
not
have
the
financial
resources,
technicalexpertise
or
marketing
and
support
capabilities
to
continue
to
compete
successfully.
A
failure
to
respond
to
established
and
new
competitors
may
adversely
impactour
business
and
operating
results.         The regulation of Internet communications, products and services is currently uncertain, which poses risks for our business from changes in laws,regulations, and interpretation or enforcement of existing laws or regulations.







The
current
regulatory
environment
for
Internet
communications,
products
and
services
is
uncertain.
Many
laws
and
regulations
were
adopted
prior
to
theadvent
of
the
Internet
and
related
technologies
and
often
do
not
contemplate
or
address
the
specific
issues
associated
with
the
Internet
and
related
technologies.
Thescope
of
laws
and
regulations
applicable
to
the
Internet
remains
uncertain
and
is
subject
to
statutory
or
interpretive
change.
We
cannot
be
certain
that
we,
ourpartners
or
our
users
are
currently
in
compliance
with
regulatory
or
other
legal
requirements
in
the
numerous
countries
in
which
our
service
is
used.
Our
failure
orthe
failure
of
our
partners,
users
and
others
with17Table
of
Contentswhom
we
transact
business,
or
to
whom
we
license
the
Boingo
solution,
to
comply
with
existing
or
future
regulatory
or
other
legal
requirements
could
materiallyadversely
affect
our
business,
financial
condition
and
results
of
operations.
Regulators
may
disagree
with
our
interpretations
of
existing
laws
or
regulations
or
theapplicability
of
existing
laws
or
regulations
to
our
business,
and
existing
laws,
regulations
and
interpretations
may
change
in
unexpected
ways.







We
believe
that
the
Boingo
solution
is
on
the
forefront
of
wireless
infrastructure
connectivity,
and
therefore
it
may
face
greater
regulatory
scrutiny
than
othercommunications
products
and
services.
We
cannot
be
certain
what
positions
regulators
may
take
regarding
our
compliance
with,
or
lack
of
compliance
with,current
and
future
legal
and
regulatory
requirements
or
what
positions
regulators
may
take
regarding
any
past
or
future
actions
we
have
taken
or
may
take
in
anyjurisdiction.
Regulators
may
determine
that
we
are
not
in
compliance
with
legal
and
regulatory
requirements,
and
impose
penalties,
or
we
may
need
to
makechanges
to
the
Boingo
solution,
which
could
be
costly
and
difficult.
Any
of
these
events
would
adversely
affect
our
operating
results
and
business.         If we lose key personnel or are unable to attract and retain personnel on a cost effective basis, our business could be harmed.







Our
performance
is
substantially
dependent
on
the
continued
services
and
performance
of
our
senior
management
and
our
highly
qualified
team
of
engineers,many
of
whom
have
numerous
years
of
experience
and
specialized
expertise
in
our
business.
If
we
are
not
successful
in
hiring
and
retaining
highly
qualifiedengineers,
we
may
not
be
able
to
extend
or
maintain
our
engineering
and
technological
expertise
and
our
future
product
and
service
development
efforts
could
beadversely
affected.
Additionally,
the
process
of
attracting
and
retaining
suitable
replacements
for
any
executive
officers
or
any
of
our
highly
qualified
engineers
welose
in
the
future
would
result
in
transition
costs
and
would
divert
the
attention
of
other
members
of
our
senior
management
from
our
existing
operations.Additionally,
such
a
loss
could
be
negatively
perceived
in
the
capital
markets.
If
we
lose
members
of
our
senior
management,
this
may
significantly
delay
orprevent
the
achievement
of
our
strategic
objectives
and
adversely
affect
our
operating
results.







Our
future
success
also
depends
on
our
ability
to
identify,
attract,
hire,
train,
retain
and
motivate
highly
skilled
managerial,
operations,
business
developmentand
marketing
personnel.
We
have
in
the
past
maintained
a
rigorous,
highly
selective
and
time-consuming
hiring
process.
We
believe
that
our
approach
to
hiringhas
significantly
contributed
to
our
success
to
date.
However,
our
highly
selective
hiring
process
has
made
it
more
difficult
for
us
to
hire
a
sufficient
number
ofqualified
employees,
and,
as
we
grow,
our
hiring
process
may
prevent
us
from
hiring
the
personnel
we
need
in
a
timely
manner.
Moreover,
the
cost
of
living
in
theLos
Angeles
area,
where
our
corporate
headquarters
is
located,
has
been
an
impediment
to
attracting
new
employees
in
the
past,
and
we
expect
that
this
willcontinue
to
impair
our
ability
to
attract
and
retain
employees
in
the
future.
If
we
fail
to
attract,
integrate
and
retain
the
necessary
personnel,
we
may
not
be
able
togrow
effectively
and
our
business
could
suffer
significantly.         Our failure to properly maintain our customers' confidential information and protect our network against security breaches, including cyber-securitybreaches, could harm our business and operating results.







Advances
in
computer
capabilities,
new
discoveries
in
the
field
of
cryptography
or
other
cyber-security
developments
may
result
in
a
compromise
or
breachof
the
technology
we
use
to
protect
user
transaction
data.
Cyber-security
risks
such
as
malicious
software
and
attempts
to
gain
unauthorized
access
to
data
arerapidly
evolving
and
could
lead
to
disruptions
in
our
network,
unauthorized
release
of
confidential
or
otherwise
protected
information
or
corruption
of
data.
Anycompromises
of
our
security
could
damage
our
reputation
and
brand
and
expose
us
to
possible
liability
such
as
litigation
claims,
which
would
substantially
harmour
business
and
operating
results.
We
may
need
to
expend
significant
resources
to
protect
against
security
breaches
or
to
address
problems
caused
by
breaches.18Table
of
Contents







Many
countries,
such
as
European
Union
member
countries
as
a
result
of
the
2006
E.U.
Data
Retention
Directive,
are
introducing,
or
have
already
introducedinto
local
law
some
form
of
traffic
and
user
data
retention
requirements,
which
are
generally
applicable
to
providers
of
electronic
communications
services.Retention
periods
and
data
types
vary
from
country
to
country,
and
the
various
local
data
protection
and
other
authorities
may
implement
traffic
and
user
retentionrequirements
regarding
certain
data
in
different
and
potentially
overlapping
ways.
Although
the
constitutionality
of
the
2006
E.U.
Data
Retention
Directive
hasbeen
questioned,
we
may
be
required
to
comply
with
data
retention
requirements
in
one
or
more
jurisdictions,
or
we
may
be
required
to
comply
with
theserequirements
in
the
future
as
a
result
of
changes
or
modifications
to
the
Boingo
solution
or
changes
or
modifications
to
the
technological
infrastructure
on
whichthe
Boingo
solution
is
based.
Failure
to
comply
with
these
retention
requirements
may
result
in
the
imposition
of
costly
penalties.
Compliance
with
these
retentionrequirements
can
be
difficult
and
costly
from
a
legal,
operational
and
technical
perspective
and
could
harm
our
business
and
operational
results.         We rely on our credit facility to fund a significant portion of our capital expenditures and other capital needs. If we are unable to achieve compliancewith the credit facility covenants, or interest rates increase significantly, our business would be negatively impacted.







In
November
2014,
we
entered
into
a
Credit
Agreement
(the
"Credit
Agreement")
and
related
agreements
with
Bank
of
America,
N.A.
acting
as
agent
forlenders
named
therein.
The
Credit
Agreement
places
restrictions
on
our
ability
to
take
certain
actions
and
sets
standards
for
minimum
financial
performance.
Inaddition
to
maintaining
compliance
with
the
covenants
set
forth
in
the
Credit
Agreement,
our
ability
to
increase
the
amount
available
for
borrowing
under
ourrevolving
line
of
credit
depends
on
our
ability
to
meet
certain
financial
targets.
In
February
2016,
we
increased
the
amount
of
our
available
revolving
line
of
creditunder
the
Credit
Agreement
from
$46.5
million
to
$69.75
million.
If
we
fail
to
comply
with
the
terms
and
conditions
of
this
Credit
Agreement,
then
the
line
ofcredit
may
be
withdrawn,
we
may
be
required
to
immediately
repay
any
outstanding
obligation,
and
the
additional
funds
will
not
be
available
to
us
to
fund
ourcapital
needs.         We rely on a third-party customer support service provider for the majority of our customer support calls. If this service provider experiences operationaldifficulties or disruptions, our business could be adversely affected.







We
depend
on
a
third-party
customer
support
service
provider
to
handle
most
of
our
routine
retail
and
military
customer
support
cases.
While
we
maintainlimited
customer
support
operations
in
our
Los
Angeles
headquarters,
if
our
relationship
with
our
customer
support
service
provider
terminates
unexpectedly,
or
ifour
customer
service
provider
experiences
operational
difficulties,
we
may
not
be
able
to
respond
to
customer
support
calls
in
a
timely
manner
and
the
quality
ofour
customer
service
would
be
adversely
affected.
This
could
harm
our
reputation
and
brand
image
and
make
it
difficult
for
us
to
attract
and
retain
users.
Inaddition,
the
loss
of
the
customer
support
service
provider
would
require
us
to
identify
and
contract
with
alternative
sources,
which
could
prove
time-consumingand
expensive.         Material defects or errors in our software could harm our reputation, result in significant costs to us and impair our ability to sell the Boingo solution.







The
software
underlying
the
Boingo
solution
is
inherently
complex
and
may
contain
material
defects
or
errors,
particularly
when
the
software
is
firstintroduced
or
when
new
versions
or
enhancements
are
released.
We
have
from
time
to
time
found
defects
or
errors
in
our
software,
and
defects
or
errors
in
ourexisting
software
may
be
detected
in
the
future.
Any
defects
or
errors
that
cause
interruptions
to
the
availability
of
our
services
could
result
in:•a
reduction
in
sales
or
delay
in
market
acceptance
of
the
Boingo
solution;19Table
of
Contents•sales
credits
or
refunds
to
our
users
and
wholesale
partners;
•loss
of
existing
users
and
difficulty
in
attracting
new
users;
•diversion
of
development
resources;
•harm
to
our
reputation
and
brand
image;
and
•increased
insurance
costs.







The
costs
incurred
in
correcting
any
material
defects
or
errors
in
our
software
may
be
substantial
and
could
harm
our
operating
results.         If we are not successful in developing our mobile application for new devices and platforms, or if those solutions are not widely adopted, our results ofoperations and business could be adversely affected.







As
new
mobile
devices
and
platforms
are
developed,
we
may
encounter
problems
in
developing
products
for
such
new
mobile
devices
and
platforms,
and
wemay
need
to
devote
significant
resources
to
the
creation,
support,
and
maintenance
of
such
products.
In
addition,
if
we
experience
difficulties
integrating
ourmobile
applications
into
mobile
devices,
or
if
we
face
increased
costs
to
distribute
our
mobile
applications,
our
future
growth
and
our
results
of
operations
couldsuffer.         If we fail to maintain relationships with providers of mobile operating systems or mobile application download stores, our business could be adverselyaffected.







We
rely
on
the
integration
of
our
software
into
mobile
operating
systems
to
allow
mobile
devices
to
connect
to
our
network
of
Wi-Fi
hotspots.
If
problemsarise
with
our
relationships
with
providers
of
mobile
operating
systems
or
mobile
application
download
stores,
such
as
the
Apple
App
Store
and
Google
Play,
or
ifour
mobile
application
receives
unfavorable
treatment
compared
to
the
promotion
and
placement
of
competing
applications,
such
as
the
order
of
our
products
in
themobile
application
download
stores,
we
may
fail
to
attract
or
retain
customers
or
partners,
and
our
business
could
be
adversely
affected.         Our business depends on strong brands, and if we do not cost effectively develop, maintain and enhance our brand, our financial condition and operatingresults could be harmed.







We
believe
that
the
Boingo
brand
is
a
critical
part
of
our
business
and
that
developing
and
maintaining
awareness
of
our
brand
is
important
to
achievingwidespread
acceptance
of
the
Boingo
solution,
and
is
an
important
element
in
attracting
and
retaining
customers
and
partners.
We
continue
to
seek
new
ways
topromote
our
brand
through
our
managed
and
operated
hotspots.
We
intend
to
enhance
our
brand
through
low-cost
co-marketing
arrangements
with
our
partnersand
through
periodic
promotional
and
sponsorship
activities
and
by
continuing
to
leverage
the
reach
of
social
media
to
interact
with
our
customers.
In
order
tomaintain
strong
relationships
with
our
venue
and
network
partners,
we
may
have
to
reduce
the
visibility
of
the
Boingo
brand
or
make
other
decisions
that
do
notpromote
and
maintain
the
Boingo
brand,
such
as
our
custom
branding
alternatives
that
we
offer
to
wholesale
clients.
If
we
fail
to
promote
and
maintain
the
Boingobrand,
or
if
we
incur
significant
expenses
to
promote
the
brand
and
are
still
unsuccessful
in
maintaining
a
strong
brand,
our
financial
condition
and
operatingresults
could
be
harmed.







Additionally,
we
believe
that
developing
this
brand
in
a
cost
effective
manner
is
important
in
meeting
our
expected
margins.
Brand
promotion
activities
maynot
result
in
increased
revenue,
and
any
increased
revenue
resulting
from
these
promotion
activities
may
not
offset
the
expenses
we
incurred
in
building
our
brand.If
we
fail
to
cost
effectively
build
and
maintain
our
brand,
we
may
fail
to
attract
or
retain
customers
or
partners,
and
our
financial
condition
and
results
ofoperations
could
be
harmed.20Table
of
ContentsRisks
Related
to
Our
Intellectual
Property         Claims by others that we infringe their proprietary technology could harm our business.







In
recent
years
there
has
been
significant
litigation
involving
intellectual
property
rights
in
many
technology-based
industries,
including
the
wirelesscommunications
industry.
While
we
have
not
been
specifically
targeted,
companies
similar
to
us
have
been
subject
to
patent
lawsuits.
As
we
face
increasingcompetition
and
gain
an
increasingly
high
profile,
the
possibility
of
intellectual
property
rights
claims
against
us
grows.
We
may
be
subject
to
third-party
claims
inthe
future.
The
costs
of
supporting
these
litigations
and
disputes
are
considerable,
and
there
can
be
no
assurance
that
a
favorable
outcome
will
be
obtained.
We
maybe
required
to
settle
these
litigations
and
disputes
on
terms
that
are
unfavorable
to
us,
given
the
complex
technical
issues
and
inherent
uncertainties
in
intellectualproperty
litigation.
Claims
that
the
Boingo
solution
infringes
third-party
intellectual
property
rights,
regardless
of
their
merit
or
resolution,
could
also
divert
theefforts
and
attention
of
our
management
and
technical
personnel.
The
terms
of
any
settlements
or
judgments
may
require
us
to:•cease
distribution
and
back-end
operation
of
the
Boingo
solution;
•pay
substantial
damages
for
infringement;
•expend
significant
resources
to
develop
non-infringing
solutions;
•license
technology
from
the
third-party
claiming
infringement,
which
may
not
be
available
on
commercially
reasonable
terms,
or
at
all;
•cross-license
our
technology
to
a
competitor
to
resolve
an
infringement
claim,
which
could
weaken
our
ability
to
compete
with
that
competitor;
or
•pay
substantial
damages
to
our
partners
to
discontinue
their
use
of
or
to
replace
infringing
solutions
sold
to
them
with
non-infringing
solutions.







Any
of
these
unfavorable
outcomes
could
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.         If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we could be required to incur significantexpenses to enforce our rights.







Our
business
depends
on
our
ability
to
protect
our
proprietary
technology.
We
rely
on
trade
secret,
patent,
copyright
and
trademark
laws
and
confidentialityagreements
with
employees
and
third
parties,
all
of
which
offer
only
limited
protection.
We
own
four
patents
and
have
applications
for
six
additional
patentspending
in
the
United
States.
Despite
our
efforts,
the
steps
we
have
taken
to
protect
our
proprietary
rights
may
not
be
adequate
to
prevent
the
use
ormisappropriation
of
our
proprietary
information
or
infringement
of
our
intellectual
property
rights.
Our
ability
to
police
the
use,
misappropriation
or
infringementof
our
intellectual
property
is
uncertain,
particularly
in
countries
other
than
the
United
States.
Further,
we
do
not
know
whether
any
of
our
pending
patentapplications
will
result
in
the
issuance
of
patents
or
whether
the
examination
process
will
require
us
to
narrow
our
claims.
Even
if
patents
are
issued,
they
may
becontested,
circumvented,
or
invalidated
in
the
future.
Moreover,
the
rights
granted
under
any
issued
patents
may
not
provide
us
with
complete
proprietaryprotection
or
any
competitive
advantages,
and,
as
with
any
technology,
competitors
may
be
able
to
develop
similar
or
superior
technologies
on
their
own
now
or
inthe
future.
Protecting
against
the
unauthorized
use
of
our
solutions,
trademarks,
and
other
proprietary
rights
is
expensive,
difficult
and,
in
some
cases,
impossible.Litigation
may
be
necessary
in
the
future
to
enforce
or
defend
our
intellectual
property
rights,
to
protect
our
trade
secrets,
or
to
determine
the
validity
and
scope
ofthe
proprietary
rights
of
others.
Litigation
could
result
in
substantial
costs
and
diversion
of
management
resources,
either
of
which
could
harm
our
business.Furthermore,
many
of
our
current
and
potential
competitors
have
the
ability
to
dedicate
substantially
greater
resources
to
enforce
their
intellectual21Table
of
Contentsproperty
rights
than
we
do.
Accordingly,
despite
our
efforts,
if
the
protection
of
our
proprietary
rights
is
inadequate
to
prevent
use
or
misappropriation
by
thirdparties,
the
value
of
our
brand
and
other
intangible
assets
may
be
diminished
and
competitors
may
be
able
to
more
effectively
mimic
our
service
and
methods
ofoperations.
Any
of
these
events
would
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.         Our use of open source software could limit our ability to commercialize the Boingo solution.







We
have
incorporated
open
source
software
into
the
Boingo
solution.
Although
we
closely
monitor
our
use
of
open
source
software,
we
are
subject
to
theterms
of
open
source
licenses
that
have
not
been
interpreted
by
U.S.
or
foreign
courts,
and
there
is
a
risk
that
in
the
future
these
licenses
could
be
construed
in
amanner
that
imposes
unanticipated
conditions
or
restrictions
on
our
ability
to
commercialize
the
Boingo
solution.
In
that
event,
we
could
be
required
to
seeklicenses
from
third
parties
or
to
re-engineer
our
software
in
order
to
continue
offering
the
Boingo
solution,
or
to
discontinue
operations,
any
of
which
couldmaterially
adversely
affect
our
business.         We utilize unlicensed spectrum in certain of our offerings, which is subject to intense competition, low barriers of entry and slowdowns due to multipleusers.







We
presently
utilize
unlicensed
spectrum
to
provide
our
Wi-Fi
Internet
solutions.
Unlicensed
or
"free"
spectrum
is
available
to
multiple
users
and
may
sufferbandwidth
limitations,
interference
and
slowdowns
if
the
number
of
users
exceeds
traffic
capacity.
The
availability
of
unlicensed
spectrum
is
not
unlimited
andothers
do
not
need
to
obtain
permits
or
licenses
to
utilize
the
same
unlicensed
spectrum
that
we
currently,
or
may
in
the
future,
utilize.
The
inherent
limitations
ofunlicensed
spectrum
could
potentially
threaten
our
ability
to
reliably
deliver
our
services.
Moreover,
the
prevalence
of
unlicensed
spectrum
creates
low
barriers
toentry
in
our
industry.Risks
Related
to
Ownership
of
Our
Common
Stock         The market price of our common stock may be volatile, which could result in substantial losses for investors.







Fluctuations
in
market
price
and
volume
are
particularly
common
among
securities
of
technology
companies.
As
a
result,
you
may
be
unable
to
sell
yourshares
of
common
stock
at
or
above
the
price
you
paid.
The
market
price
of
our
common
stock
may
fluctuate
significantly
in
response
to
the
factors
described
inthis
risk
factor
section
as
well
as
the
following
factors,
among
others,
many
of
which
are
beyond
our
control:•general
market
conditions;
•domestic
and
international
economic
factors
unrelated
to
our
performance;
•actual
or
anticipated
fluctuations
in
our
quarterly
operating
results;
•changes
in
or
failure
to
meet
publicly
disclosed
expectations
as
to
our
future
financial
performance;
•changes
in
securities
analysts'
estimates
of
our
financial
performance
or
lack
of
research
and
reports
by
industry
analysts;
•changes
in
market
valuations
or
earnings
of
similar
companies;
•announcements
by
us
or
our
competitors
of
significant
products,
contracts,
acquisitions,
or
strategic
partnerships;22Table
of
Contents•developments
or
disputes
concerning
patents
or
proprietary
rights,
including
increases
or
decreases
in
litigation
expenses
associated
withintellectual
property
lawsuits
we
may
initiate,
or
in
which
we
may
be
named
as
defendants;
•termination
of
a
relationship
with
a
venue
partner;
•failure
to
complete
significant
sales;
•any
future
sales
of
our
common
stock
or
other
securities;
and
•additions
or
departures
of
key
personnel.         If securities or industry analysts publish misleading or unfavorable research about our business, our stock price and trading volume could decline.







The
trading
market
for
our
common
stock
depends
in
part
on
the
research
and
reports
that
securities
or
industry
analysts
publish
about
us
or
our
business.
Ifone
or
more
of
these
analysts
downgrades
our
stock
or
publishes
misleading
or
unfavorable
research
about
our
business,
our
stock
price
would
likely
decline.
Ifone
or
more
of
these
analysts
ceases
coverage
of
our
company
or
fails
to
publish
reports
on
us
regularly,
demand
for
our
stock
could
decrease,
which
could
causeour
stock
price
or
trading
volume
to
decline.
Announcements
by
analysts
that
may
have
a
significant
impact
on
the
market
price
of
our
common
stock
may
relateto:•our
operating
results
or
forecasts;
•new
issuances
of
equity,
debt
or
convertible
debt
by
us;
•developments
in
our
relationships
with
corporate
customers;
•announcements
by
our
customers
or
competitors;
•changes
in
regulatory
policy
or
interpretation;
•governmental
investigations;
•changes
in
the
ratings
of
our
stock
by
rating
agencies
or
securities
analysts;
•our
acquisitions
of
complementary
businesses;
or
•our
operational
performance.         As a public company, we are subject to financial and other reporting and corporate governance requirements that may be difficult for us to satisfy, andmay divert resources and management attention from operating our business.







We
are
required
to
file
annual,
quarterly
and
other
reports
with
the
SEC.
We
must
prepare
and
timely
file
financial
statements
that
comply
with
SEC
reportingrequirements.
We
are
also
subject
to
other
reporting
and
corporate
governance
requirements,
under
the
listing
standards
of
the
NASDAQ
Stock
Market,
orNASDAQ,
which
imposes
significant
compliance
obligations
upon
us.
We
are
required,
among
other
things,
to:•prepare
and
file
periodic
reports,
and
distribute
other
stockholder
communications,
in
compliance
with
the
federal
securities
laws
and
NASDAQrules;
and
•evaluate
and
maintain
our
system
of
internal
control
over
financial
reporting,
and
report
on
management's
assessment
thereof,
in
compliance
withrules
and
regulations
of
the
SEC
and
the
Public
Company
Accounting
Oversight
Board.
Further,
we
are
required
to
obtain
an
opinion
on
theeffectiveness
of
our
internal
control
over
financial
reporting
as
of
December
31st
each
year
from
our
independent
registered
public
accounting
firm.23Table
of
Contents         If we fail to comply with the rules of Section 404 of the Sarbanes-Oxley Act of 2002 related to accounting controls and procedures, or, if we discovermaterial weaknesses and deficiencies in our internal control and accounting procedures, we may be subject to sanctions by regulatory authorities and ourstock price could decline.







Section
404
of
the
Sarbanes-Oxley
Act
(the
"Act")
requires
that
we
evaluate
and
determine
the
effectiveness
of
our
internal
control
over
financial
reportingand
requires
an
attestation
and
report
by
our
external
auditing
firm
on
our
internal
control
over
financial
reporting.
We
believe
our
system
and
process
evaluationand
testing
comply
with
the
management
certification
and
auditor
attestation
requirements
of
Section
404.
We
cannot
be
certain,
however,
that
we
will
be
able
tosatisfy
the
requirements
in
Section
404
in
all
future
periods,
especially
as
we
grow
our
business.
If
we
are
not
able
to
continue
to
meet
the
requirements
ofSection
404
in
a
timely
manner
or
with
adequate
compliance,
we
may
be
subject
to
sanctions
or
investigation
by
regulatory
authorities,
such
as
the
SEC
or
theNASDAQ
Stock
Market.
Any
such
action
could
adversely
affect
our
financial
results
or
investors'
confidence
in
us
and
could
cause
our
stock
price
to
fall.Moreover,
if
we
are
not
able
to
comply
with
the
requirements
of
Section
404
in
a
timely
manner,
or
if
we
or
our
independent
registered
public
accounting
firmidentifies
deficiencies
in
our
internal
controls
that
are
deemed
to
be
material
weaknesses,
we
may
be
required
to
incur
significant
additional
financial
andmanagement
resources
to
achieve
compliance.         If we need additional capital in the future, it may not be available on favorable terms, or at all.







We
may
require
additional
capital
from
equity
or
debt
financing
in
the
future
to
fund
our
operations,
or
respond
to
competitive
pressures
or
strategicopportunities.
We
may
not
be
able
to
secure
timely
additional
financing
on
favorable
terms,
or
at
all.
The
terms
of
additional
financing
may
place
limits
on
ourfinancial
and
operating
flexibility.
If
we
raise
additional
funds
through
further
issuances
of
equity,
convertible
debt
securities
or
other
securities
convertible
intoequity,
our
existing
stockholders
could
suffer
significant
dilution
in
their
percentage
ownership
of
our
company,
and
any
new
securities
we
issue
could
have
rights,preferences
and
privileges
senior
to
those
of
holders
of
our
common
stock.
If
we
are
unable
to
obtain
adequate
financing
or
financing
on
terms
satisfactory
to
us,
ifand
when
we
require
it,
our
ability
to
grow
or
support
our
business
and
to
respond
to
business
challenges
and
opportunities
could
be
significantly
limited.         The price of our common stock may continue to be volatile, which could lead to losses by investors and costly securities litigation, which could divertmanagement's attention and adversely affect our results of operations.







The
stock
market
in
general
and
market
prices
for
the
securities
of
technology
companies
like
ours
in
particular,
have
from
time
to
time
experienced
volatilitythat
often
has
been
unrelated
to
the
operating
performance
of
the
underlying
companies.
A
certain
degree
of
stock
price
volatility
can
also
be
attributed
to
being
anemerging
company
in
an
evolving
industry.
These
broad
market
and
industry
fluctuations
may
adversely
affect
the
market
price
of
our
common
stock,
regardlessof
our
operating
performance.
In
several
recent
situations
where
the
market
price
of
a
stock
has
been
volatile,
holders
of
that
stock
have
instituted
securities
classaction
litigation
against
the
company
that
issued
the
stock.
If
any
of
our
stockholders
were
to
bring
a
lawsuit
against
us,
the
defense
and
disposition
of
the
lawsuitcould
be
costly
and
divert
the
time
and
attention
of
our
management
and
harm
our
operating
results.         Investors may experience dilution of their ownership interests because of the future issuance of additional shares of our capital stock.







We
are
authorized
to
issue
100,000,000
shares
of
common
stock
and
5,000,000
shares
of
preferred
stock.
As
of
December
31,
2015,
there
were
approximately37,325,000
shares
of
our
common
stock
issued
and
outstanding
and
no
shares
of
preferred
stock
outstanding.
In
addition,
as
of
December
31,
2015,
we
hadapproximately
1,819,000
unvested
restricted
stock
units,
approximately
3,175,000
exercisable
stock
options,
and
approximately
5,978,000
shares
available
forgrant
under
the
2011
Plan.24Table
of
Contents







In
the
future,
we
may
issue
additional
authorized
but
previously
unissued
equity
securities
resulting
in
the
dilution
of
the
ownership
interests
of
our
presentstockholders.
We
may
also
issue
additional
shares
of
our
capital
stock
or
other
securities
that
are
convertible
into
or
exercisable
for
our
capital
stock
in
connectionwith
hiring
or
retaining
employees
or
for
other
business
purposes,
including
future
sales
of
our
securities
for
capital
raising
purposes.
The
future
issuance
of
anysuch
additional
shares
of
capital
stock
may
create
downward
pressure
on
the
trading
price
of
our
common
stock.         Anti-takeover provisions in our charter documents and Delaware law could discourage, delay, or prevent a change in control of our company and mayaffect the trading price of our common stock.







We
are
a
Delaware
corporation
and
the
anti-takeover
provisions
of
the
Delaware
General
Corporation
Law
may
discourage,
delay,
or
prevent
a
change
incontrol
by
prohibiting
us
from
engaging
in
a
business
combination
with
an
interested
stockholder
for
a
period
of
three
years
after
the
person
becomes
an
interestedstockholder,
even
if
a
change
of
control
would
be
beneficial
to
our
existing
stockholders.
In
addition,
our
amended
and
restated
certificate
of
incorporation
andamended
and
restated
bylaws
may
discourage,
delay,
or
prevent
a
change
in
our
management
or
control
over
us
that
stockholders
may
consider
favorable.Institutional
shareholder
representative
groups,
shareholder
activists
and
others
may
disagree
with
our
corporate
governance
provisions
or
other
practices,
such
asthose
listed
below.
We
generally
will
consider
recommendations
of
institutional
shareholder
representative
groups,
but
we
will
make
decisions
based
on
what
ourboard
and
management
believe
to
be
in
the
best
long
term
interests
of
our
company
and
stockholders.
These
groups
could
make
recommendations
to
ourstockholders
against
our
practices
or
our
board
members
if
they
disagree
with
our
positions.
Our
amended
and
restated
certificate
of
incorporation
and
amendedand
restated
bylaws
include
provisions
that:•authorize
the
issuance
of
"blank
check"
preferred
stock
that
could
be
issued
by
our
board
of
directors
to
thwart
a
takeover
attempt;
•establish
a
classified
board
of
directors,
as
a
result
of
which
the
successors
to
the
directors
whose
terms
have
expired
will
be
elected
to
serve
fromthe
time
of
election
and
qualification
until
the
third
annual
meeting
following
their
election;
•require
that
directors
only
be
removed
from
office
for
cause
and
only
upon
a
majority
stockholder
vote;
•provide
that
vacancies
on
the
board
of
directors,
including
newly-created
directorships,
may
be
filled
only
by
a
majority
vote
of
directors
then
inoffice;
•limit
who
may
call
special
meetings
of
stockholders;
•prohibit
stockholder
action
by
written
consent,
thereby
requiring
all
actions
to
be
taken
at
a
meeting
of
the
stockholders;
and
•require
supermajority
stockholder
voting
to
effect
certain
amendments
to
our
amended
and
restated
certificate
of
incorporation
and
amended
andrestated
bylaws.         We have incurred substantial losses in past and current years and may incur additional losses in the future.







As
of
December
31,
2015,
our
accumulated
deficit
was
$85.2
million.
We
generated
a
net
loss
in
2015
and
we
are
also
currently
investing
in
our
future
growththrough
expanding
our
network
and
buildouts,
investing
in
our
software,
and
consideration
of
future
business
acquisitions.
As
a
result,
we
will
incur
higherdepreciation
and
other
operating
expenses,
as
well
as
potential
acquisition
costs,
that
may
negatively
impact
our
ability
to
achieve
profitability
in
future
periodsunless
and
until
these
growth
efforts
generate
enough
revenue
to
exceed
their
operating
costs
and
cover
our
additional
overhead25Table
of
Contentsneeded
to
scale
our
business
for
this
anticipated
growth.
The
current
global
financial
condition
may
also
impact
our
ability
to
achieve
profitability
if
we
cannotgenerate
sufficient
revenue
to
offset
the
increased
costs.
In
addition,
costs
associated
with
the
acquisition
and
integration
of
any
acquired
companies
may
alsonegatively
impact
our
ability
to
achieve
profitability.
Finally,
given
the
competitive
and
evolving
nature
of
the
industry
in
which
we
operate,
we
may
not
be
able
toachieve
or
increase
profitability.         We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend onappreciation in the price of our common stock.







We
do
not
intend
to
declare
and
pay
dividends
on
our
capital
stock
for
the
foreseeable
future.
We
currently
intend
to
invest
our
future
earnings,
if
any,
to
fundour
growth.
Therefore,
you
are
not
likely
to
receive
any
dividends
on
your
common
stock
for
the
foreseeable
future
and
the
success
of
an
investment
in
shares
ofour
common
stock
will
depend
upon
any
future
appreciation
in
their
value.Item
1B.



Unresolved
Staff
Comments








None.Item
2.



Properties








As
of
December
31,
2015,
we
leased
approximately
52,000
square
feet
of
space
for
our
corporate
headquarters
in
Los
Angeles,
CA.
As
of
December
31,
2015,we
also
leased
an
approximately
16,000
additional
square
feet
in
aggregate
office
space
in
Brea,
California;
San
Francisco,
California;
Oak
Brook,
Illinois;
LakeSuccess,
New
York;
New
York,
New
York;
McKinney,
Texas;
Seattle,
Washington;
Allentown,
Pennsylvania;
Sao
Paolo,
Brazil;
and
Dubai,
United
ArabEmirates.
We
believe
that
our
office
facilities
will
be
adequate
for
the
foreseeable
future.Item
3.



Legal
Proceedings








From
time
to
time,
we
may
be
involved
in
or
subject
to
claims,
suits,
investigations
and
proceedings
arising
out
of
the
normal
course
of
business.
We
are
notcurrently
a
party
to
any
litigation
that
we
believe
could
have
a
material
adverse
effect
on
our
business,
financial
position,
results
of
operations
or
cash
flows.Item
4.



Mine
Safety
Disclosures








Not
applicable.26Table
of
ContentsPART
II
Item
5.



Market
for
Registrant's
Common
Equity,
Related
Stockholder
Matters
and
Issuer
Purchases
of
Equity
Securities
Market
Information







Our
common
stock
is
traded
on
the
NASDAQ
Global
Market
under
the
symbol
"WIFI."
The
following
table
sets
forth
the
high
and
low
sales
prices
of
ourcommon
stock
as
reported
by
the
NASDAQ
Global
Market
for
the
periods
indicated.

Registered
Stockholders







As
of
March
1,
2016,
there
were
22
stockholders
of
record
of
our
common
stock.
Stockholders
of
record
do
not
include
a
substantially
greater
number
of"street
name"
holders
or
beneficial
holders
of
our
common
stock
whose
shares
are
held
of
record
by
banks,
brokers
and
other
financial
institutions.Dividends







We
have
never
declared
or
paid
cash
dividends
on
our
common
stock,
and
currently
do
not
anticipate
paying
cash
dividends
in
the
foreseeable
future.
Anyfuture
determination
to
pay
dividends
on
our
common
stock,
if
permissible,
will
be
at
the
discretion
of
our
board
of
directors
and
will
depend
upon,
among
otherfactors,
our
financial
condition,
operating
results,
current
and
anticipated
cash
needs,
plans
for
expansion
and
other
factors
that
our
board
of
directors
may
deemrelevant.Recent
Sales
of
Unregistered
Securities;
Use
of
Proceeds
from
Sale
of
Registered
Securities







We
did
not
sell
any
equity
securities
not
registered
under
the
Securities
Act
during
the
year
ended
December
31,
2015.Issuer
Purchases
of
Equity
Securities







On
April
1,
2013,
the
Company
approved
a
stock
repurchase
program
to
repurchase
up
to
$10,000,000
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
commonstock.
The
Company
did
not
repurchase
any
of
our
common
stock
during
the
years
ended
December
31,
2015
and
2014.
As
of
December
31,
2015,
the
remainingapproved
amount
for
repurchases
was
approximately
$5,180,000.27


2015



High
Low
First
quarter
$8.62
$6.80
Second
quarter
$9.22
$7.43
Third
quarter
$10.42
$7.07
Fourth
quarter
$8.49
$5.89



2014



High
Low
First
quarter
$7.03
$5.06
Second
quarter
$7.43
$5.86
Third
quarter
$7.70
$5.48
Fourth
quarter
$8.14
$6.25
Table
of
ContentsEquity
Compensation
Plan
Information







On
April
17,
2015,
the
Company
filed
a
registration
statement
on
Form
S-8
to
register
1,631,737
shares
representing
additional
shares
authorized
as
ofJanuary
1,
2015
under
the
Evergreen
Provision
of
the
2011
Equity
Incentive
Plan.
On
January
1,
2016,
an
additional
1,679,635
shares
under
the
EvergreenProvision
of
the
2011
Equity
Incentive
Plan
were
authorized
and
the
Company
is
filing
a
registration
statement
on
Form
S-8
to
register
these
additional
shares
onor
around
the
date
hereof.Performance
Measurement
Comparison







The
following
performance
graph
shows
the
total
stockholder
return
of
an
investment
of
$100
in
cash
made
on
May
4,
2011
in
each
of
(i)
our
common
stock,(ii)
a
broad
equity
market
index,
the
securities
comprising
the
Nasdaq
Composite
Index,
and
(iii)
issuers
with
similar
market
capitalizations,
the
securitiescomprising
the
Russell
2000
index.







The
performance
graph
assumes
that
$100
was
invested
on
May
4,
2011
in
our
common
stock
at
the
closing
price
of
$12.10
and
in
each
index,
and
that
alldividends
were
reinvested.
No
dividends
have
been
declared
nor
paid
on
our
common
stock.
The
comparisons
in
the
graph
below
are
required
by
the
SEC
and
arenot
intended
to
forecast
or
be
indicative
of
possible
future
performance
of
our
common
stock.COMPARISON
OF
56
MONTHS
CUMULATIVE
TOTAL
RETURN*
Among
Boingo
Wireless,
Inc.,
The
NASDAQ
Composite
Index
and
The
Russell
2000
Index**
28


05/04/11
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
NASDAQ
Composite
Index
$100.00
$92.11
$106.76
$147.68
$167.46
$177.05
Russell
2000
Index
$100.00
$88.96
$101.98
$139.71
$144.64
$136.38
Boingo
$100.00
$71.07
$62.40
$52.98
$63.39
$54.71
*The
material
in
this
section
is
not
"soliciting
material"
and
is
not
deemed
"filed"
with
the
SEC.
It
is
not
to
be
incorporated
by
reference
intoany
filing
of
Boingo
Wireless,
Inc.
made
under
the
Securities
Act
of
1933,
as
amended,
or
the
Exchange
Act,
whether
made
before
or
afterthe
date
hereof
and
irrespective
of
any
general
incorporation
language
in
any
such
filing,
except
to
the
extent
we
specifically
incorporatethis
section
by
reference.
**We
chose
the
Russell
2000
index
because
it
is
comprised
of
issuers
with
similar
market
capitalizations.
We
do
not
believe
that
we
canreasonably
identify
a
peer
group
of
issuers
or
an
industry
or
line-of-business
index.Table
of
Contents







In
September
2015,
we
filed
and
the
SEC
declared
effective
a
shelf
registration
statement
on
Form
S-3,
which
permits
us
to
offer
up
to
$125.0
million
ofcommon
stock,
preferred
stock,
debt
securities
and
warrants
in
one
or
more
offerings
and
in
any
combination,
including
in
units
from
time
to
time.
In
February2016,
we
filed
a
post-effective
amendment
to
terminate
the
shelf
registration
statement
and
remove
from
registration
the
securities
registered
pursuant
to
the
shelfregistration
statement.ITEM
6.



SELECTED
FINANCIAL
DATA








The
following
selected
consolidated
financial
data
should
be
read
in
conjunction
with
"Management's
Discussion
and
Analysis
of
Financial
Condition
andResults
of
Operations"
in
Part
II,
Item
7
and
our
accompanying
consolidated
financial
statements
in
Part
II,
Item
8
of
this
report.







The
consolidated
statements
of
operations
data
set
forth
below
for
years
2015,
2014
and
2013
and
the
consolidated
balance
sheets
data
as
of
the
end
of
years2015
and
2014
are
derived
from,
and
qualified
by
reference
to,
the
audited
consolidated
financial
statements
included
in
Item
8
of
this
report.
The
consolidatedstatements
of
operations
data
for
years
2012
and
2011
and
the
consolidated
balance
sheets
data
as
of
the
end
of
years
2013,
2012
and
2011
are
derived
from
theaudited
financial
statements
previously
filed
with
the
SEC
on
Form
10-K.
The
results
of
businesses
acquired
in
a
business
combination
are
included
in
theCompany's
consolidated
financial
statements
from
the
date
of
the
acquisition.
Refer
to
Note
3
in
our
accompanying
consolidated
financial
statements
in
Part
II,Item
8
of
this
report
for
a
discussion
of
our
business
combinations
for
2013.
On
August
6,
2012,
we
acquired
the
assets
of
Cloud
9
Wireless,
Inc.
("Cloud
9")
for$3.5
million
plus
the
assumption
of
certain
liabilities.
Cloud
9
provides
Wi-Fi
sponsorship
and
location-based
advertising
at
airports,
hotels,
bars
and
restaurants,and
recreational
areas
in
the
U.S.
and
Canada.
Cloud
9
was
consolidated
into
our
results
of
operations
starting
August
6,
2012,
the
acquisition
date.
Cloud
9
hasbeen
integrated
into
our
product
offering;
therefore,
it
is
not
practical
to
disclose
actual
and
pro
forma
financial
results
for
Cloud
9
since
the
acquisition.
Therewere
no
business
combinations
for
2015,
2014
and
2011.







We
early
adopted
Financial
Accounting
Standards
Board
("FASB")
Accounting
Standards
Update
("ASU")
2015-17,
Balance Sheet Classification of DeferredTaxes ,
on
a
retrospective
basis
as
of
December
31,
2015.
As
a
result,
we
reclassified
$787,000
and
$1,192,000
from
current
deferred
tax
assets
to
noncurrentdeferred
tax
liabilities
as
of
December
31,
2014
and
2013,
respectively,
as
the
deferred
tax
assets
and
liabilities
were
related
to
the
same
tax-paying
jurisdictions.We
also
reclassified
$1,204,000
and
$2,366,000
from
current
deferred
tax
assets
to
noncurrent
deferred
tax
assets
as
of
December
31,
2012
and
2011,
respectively.







Prior
to
August
4,
2015,
we
had
a
70%
ownership
of
Concourse
Communications
Detroit,
LLC.
On
August
4,
2015,
we
purchased
the
remaining
30%ownership
interest
from
the
non-controlling
interest
owners
for
$1,150,000.
We
accounted
for
this
transaction
as
an
acquisition
of
the
remaining
interest
of
anentity
that
had
already
been
majority-owned
by
the
Company.
The
purchase
resulted
in
a
reduction
to
additional
paid-in
capital
of
$1,150,000,
representing
excesspurchase
price
over
the
carrying
amount
of
the
non-controlling
interests.
Prior
to
this
purchase,
we
had
a
controlling
interest
in
this
subsidiary,
and
therefore,
thissubsidiary
had
been
and
will
continue
to
be
consolidated
with
the
Company's
operations.







During
the
year
ended
December
31,
2014,
we
finalized
our
purchase
price
allocation
for
our
acquisition
of
Electronic
Media
Systems,
Inc.
and
allmembership
interests
in
its
subsidiary,
Advanced
Wireless
Group,
LLC
(collectively,
"AWG").
The
consolidated
balance
sheets
data
as
of
December
31,
2013
andthe
consolidated
statement
of
operations
for
2013
have
been
retrospectively
adjusted
to
reflect
the
final
purchase
price
allocation
for
the
AWG
acquisitionincluding
a
$28,000
decrease
in
goodwill,
a
$147,000
increase
in
accrued
expenses
and
other
liabilities,
and
a
$175,000
increase
in
income
tax
expenses
andaccumulated
deficit.29Table
of
Contents







The
consolidated
statement
of
operations
for
the
year
2013
includes
certain
out-of-period
adjustments
that
decreased
net
loss
attributable
to
commonstockholders
by
$217,000.
The
impact
of
these
out-of-period
adjustments
are
not
considered
material,
individually
and
in
the
aggregate,
to
any
of
the
current
orprior
annual
periods.

30


Year
Ended
December
31,



2015
2014
2013
2012
2011



(in
thousands,
except
per
share
amounts)

Consolidated
Statements
of
Operations
Data:















Revenue
$139,626
$119,297
$106,746
$102,506
$94,558
Costs
and
operating
expenses:















Network
access

62,988

59,411

47,245

42,289

37,082
Network
operations

33,537

25,475

18,402

14,541

15,849
Development
and
technology

19,147

14,879

11,432

10,772

9,433
Selling
and
marketing

19,653

16,382

14,244

10,255

7,409
General
and
administrative

22,356

17,460

15,067

12,700

11,953
Amortization
of
intangible
assets

3,576

3,716

2,250

1,103

1,655
Total
costs
and
operating
expenses

161,257

137,323

108,640

91,660

83,381
(Loss)
income
from
operations

(21,631)
(18,026)
(1,894)
10,846

11,177
Interest
and
other
(expense)
income,
net

(66)
(41)
37

143

(176)(Loss)
income
before
income
taxes

(21,697)
(18,067)
(1,857)
10,989

11,001
Income
tax
expense

481

700

1,461

2,965

4,064
Net
(loss)
income

(22,178)
(18,767)
(3,318)
8,024

6,937
Net
income
attributable
to
non-controlling
interests

114

754

650

729

642
Net
(loss)
income
attributable
to
Boingo
Wireless,
Inc.


(22,292)
(19,521)
(3,968)
7,295

6,295
Accretion
of
convertible
preferred
stock

—

—

—

—

(1,633)Net
(loss)
income
attributable
to
common
stockholders
$(22,292)$(19,521)$(3,968)$7,295
$4,662
Net
(loss)
income
per
share
attributable
to
common
stockholders:















Basic
$(0.60)$(0.55)$(0.11)$0.21
$0.19
Diluted
$(0.60)$(0.55)$(0.11)$0.20
$0.17
Other
Financial
Data:















Operating
cash
flows
$98,575
$21,207
$20,671
$24,596
$29,529
Investing
cash
flows

(101,502)
(39,199)
(40,403)
(62,468)
(7,335)Financing
cash
flows

8,843

(480)
(11,068)
2,077

46,018
Adjusted
EBITDA(1)

29,636

20,300

23,802

30,642

28,556



As
of
December
31,



2015
2014
2013
2012
2011



(in
thousands)

Consolidated
Balance
Sheets
Data:















Cash
and
cash
equivalents
$14,718
$8,849
$27,338
$58,138
$93,933
Marketable
securities

—

1,614

32,962

41,558

—
Working
capital

(31,802)
(14,489)
31,748

81,503

73,837
Total
assets

341,012

218,615

214,323

202,532

188,920
Deferred
revenue,
net
of
current
portion

106,825

27,267

21,591

24,123

27,754
Long-term
debt

16,750

2,625

—

—

—
Long-term
portion
of
capital
leases

2,217

381

473

136

197
Total
liabilities

228,977

91,185

73,890

58,033

59,841
Total
stockholders'
equity

112,035

127,430

140,433

144,499

129,079
(1)We
define
Adjusted
EBITDA
as
net
(loss)
income
attributable
to
common
stockholders
plus
depreciation
and
amortization
of
property
andequipment,
accretion
of
convertible
preferred
stock,
income
tax
expense,
amortization
of
intangible
assets,
stock-based
compensationexpense,
non-controlling
interests
and
interest
and
other
expense
(income),
net.Table
of
Contents







The
following
provides
a
reconciliation
of
net
(loss)
income
attributable
to
common
stockholders
to
Adjusted
EBITDA:31We
believe
that
Adjusted
EBITDA
is
useful
to
investors
and
other
users
of
our
financial
statements
in
evaluating
our
operatingperformance
because
it
provides
them
with
an
additional
tool
to
compare
business
performance
across
companies
and
across
periods.
Webelieve
that:•Adjusted
EBITDA
provides
investors
and
other
users
of
our
financial
information
consistency
and
comparability
with
our
pastfinancial
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
tosupplement
their
GAAP
results;
and
•it
is
useful
to
exclude
non-cash
charges,
such
as
accretion
of
preferred
stock,
depreciation
and
amortization
of
property
andequipment,
amortization
of
intangible
assets
and
stock-based
compensation,
from
Adjusted
EBITDA
because
the
amount
of
suchexpenses
in
any
specific
period
may
not
directly
correlate
to
the
underlying
performance
of
our
business
operations,
and
theseexpenses
can
vary
significantly
between
periods
as
a
result
of
full
amortization
of
previously
acquired
tangible
and
intangible
assetsor
the
timing
of
new
stock-based
awards.
We
use
Adjusted
EBITDA
in
conjunction
with
traditional
GAAP
measures
as
part
of
our
overall
assessment
of
our
performance,for
planning
purposes,
including
the
preparation
of
our
annual
operating
budget
and
quarterly
forecasts,
to
evaluate
theeffectiveness
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
notbe
considered
as
a
substitute
for
other
measures
of
financial
performance
reported
in
accordance
with
GAAP.
There
are
limitationsto
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
directlycomparable
GAAP
measure,
net
(loss)
income
attributable
to
common
stockholders.


Year
Ended
December
31,



2015
2014
2013
2012
2011



(in
thousands)

Net
(loss)
income
attributable
to
common
stockholders
$(22,292)$(19,521)$(3,968)$7,295
$4,662
Depreciation
and
amortization
of
property
and
equipment

38,293

27,446

18,940

15,958

12,301
Income
tax
expense

481

700

1,461

2,965

4,064
Stock-based
compensation
expense

9,398

7,164

4,506

2,735

3,423
Amortization
of
intangible
assets

3,576

3,716

2,250

1,103

1,655
Accretion
of
convertible
preferred
stock

—

—

—

—

1,633
Non-controlling
interests

114

754

650

729

642
Interest
and
other
expense
(income),
net

66

41

(37)
(143)
176
Adjusted
EBITDA
$29,636
$20,300
$23,802
$30,642
$28,556
Table
of
ContentsITEM
7.



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 together with "Selected Consolidated FinancialData" and our audited consolidated financial statements and accompanying notes included elsewhere in this filing. This discussion contains forward-lookingstatements, based on current expectations and related to our plans, estimates, beliefs and anticipated future financial performance. These statements involve risksand uncertainties and our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, includingthose set forth under "Risk Factors," "Forward-Looking Statements" and elsewhere in this filing.Overview







We
believe
we
are
the
leading
global
provider
of
commercial
mobile
Wi-Fi
Internet
solutions
and
indoor
DAS
services
for
carriers.
Our
software
applicationsand
solutions
enable
individuals
to
access
our
extensive
global
Wi-Fi
networks
that
cover
more
than
1.5
million
hotspots.
We
manage
and
operate
an
indoor
DASnetwork,
which
contains
10,900
nodes.
Our
offerings
provide
compelling
cost
and
performance
advantages
to
our
customers
and
partners.







We
grew
revenue
from
$119.3
million
in
2014
to
$139.6
million
in
2015,
an
increase
of
17.0%.
We
grew
revenue
from
$106.7
million
in
2013
to$119.3
million
in
2014,
an
increase
of
11.8%.
We
generated
a
net
loss
attributable
to
common
stockholders
of
$22.3
million
in
2015
compared
to
$19.5
million
in2014.
Adjusted
EBITDA
increased
from
$20.3
million
in
2014
to
$29.6
million
in
2015,
an
increase
of
46.0%.
For
a
discussion
of
Adjusted
EBITDA
and
areconciliation
of
net
(loss)
income
attributable
to
common
stockholders
to
Adjusted
EBITDA,
see
footnote
1
to
"Selected
Financial
Data"
in
Part
II,
Item
6.







The
proliferation
of
smartphones,
tablets,
laptops,
wearables,
the
internet
of
things
("IoT")
and
other
Wi-Fi
enabled
devices—in
conjunction
with
theincreased
consumption
of
high-bandwidth
activities
like
streaming
media,
cloud-based
applications,
and
online
gaming
and
mobile
apps—has
created
a
demand
forhigh-speed,
high-bandwidth
Internet
access
in
public
places
both
large
and
small.
These
data
intensive
activities
are
driving
a
global
surge
in
mobile
Internet
datatraffic
that
is
expected
to
increase
nearly
eightfold
between
2015
and
2020,
according
to
Cisco's
Visual
Networking
Index.
We
believe
these
trends
present
us
withopportunities
to
generate
significant
growth
in
revenue
and
profitability.Critical
Accounting
Policies
and
Estimates







The
preparation
of
financial
statements
in
conformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America
("GAAP")
and
rules
andregulations
of
the
United
States
Securities
and
Exchange
Commission
("SEC")
requires
us
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
ofassets
and
liabilities,
as
well
as
the
disclosure
of
contingent
assets
and
liabilities,
at
the
date
of
the
financial
statements.
Such
estimates
and
assumptions
also
affectthe
reported
amounts
of
revenues
and
expenses
during
the
reporting
period.
Although
we
believe
these
estimates
are
reasonable,
actual
results
could
differ
fromthese
estimates.
On
a
regular
basis,
we
evaluate
our
assumptions,
judgments
and
estimates.
We
also
discuss
our
critical
accounting
policies
and
estimates
with
theAudit
Committee
of
the
Board
of
Directors.







We
believe
that
the
assumptions
and
estimates
associated
with
revenue
recognition,
business
combinations,
goodwill,
measuring
recoverability
of
long-livedassets,
stock-based
compensation
and
income
taxes
have
the
greatest
potential
impact
on
our
consolidated
financial
statements.
Therefore,
we
believe
theaccounting
policies
discussed
below
are
paramount
to
understanding
our
historical
and
future
performance,
as
these
policies
relate
to
the
more
significant
areasinvolving
our
management's
judgments,
assumptions
and
estimates.32Table
of
ContentsRevenue Recognition







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







We
recognize
revenue
when
an
arrangement
exists,
services
have
been
rendered,
fees
are
fixed
or
determinable,
no
significant
obligations
remain
related
tothe
earned
fees
and
collection
of
the
related
receivable
is
reasonably
assured.
Revenue
is
presented
net
of
any
sales
and
value
added
taxes.







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







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







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







In
instances
where
the
minimum
monthly
Wi-Fi
and
DAS
network
access
fees
escalate
over
the
term
of
the
wholesale
service
arrangement,
an
unbilledreceivable
is
recognized
when
performance
is
within
our
control
and
when
we
have
reasonable
assurance
that
the
unbilled
receivable
balance
will
be
collected.33Table
of
Contents







We
adopted
the
provisions
of
ASU
2009-13,
Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements ("ASU
2009-13"),
on
aprospective
basis
on
January
1,
2011.
For
multiple-deliverable
arrangements
entered
into
prior
to
January
1,
2011
that
are
accounted
for
under
FinancialAccounting
Standards
Board
("FASB")
Accounting
Standards
Codification
("ASC")
605-25,
Revenue Recognition—Multiple-Deliverable Revenue Arrangements ,we
defer
recognition
of
revenue
for
the
full
arrangement
and
recognize
all
revenue
ratably
over
the
wholesale
service
period
for
Wi-Fi
platform
servicearrangements
and
the
term
of
the
estimated
customer
relationship
period
for
DAS
arrangements,
as
we
did
not
have
evidence
of
fair
value
for
the
undeliveredelements
in
the
arrangement.
For
multiple-deliverable
arrangements
entered
into
or
materially
modified
after
January
1,
2011
that
are
accounted
for
under
ASC605-25,
we
evaluate
whether
or
not
separate
units
of
accounting
exist
and
then
allocate
the
arrangement
consideration
to
all
units
of
accounting
based
on
therelative
selling
price
method
using
estimated
selling
prices
if
vendor
specific
objective
evidence
and
third-party
evidence
is
not
available.
We
recognize
therevenue
associated
with
the
separate
units
of
accounting
upon
completion
of
such
services
or
ratably
over
the
wholesale
service
period
for
Wi-Fi
platform
servicearrangements
and
the
term
of
the
estimated
customer
relationship
period
for
DAS
arrangements.







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







We
allocate
the
total
purchase
price
of
a
business
combination
to
the
assets
acquired
and
the
liabilities
assumed
based
on
their
estimated
fair
values
at
theacquisition
date,
with
the
excess
purchase
price
recorded
as
goodwill.
An
income,
market
or
cost
valuation
method
may
be
utilized
to
estimate
the
fair
value
of
theassets
acquired
or
liabilities
assumed
in
a
business
combination.
The
income
valuation
method
represents
the
present
value
of
future
cash
flows
over
the
life
of
theasset
using
(i)
discrete
financial
forecasts,
which
rely
on
management's
estimates
of
revenue
and
operating
expenses,
(ii)
long-
term
growth
rates,
(iii)
anappropriate
discount
rate
and
(iv)
an
appropriate
royalty
rate,
where
applicable.
The
market
valuation
method
uses
prices
paid
for
a
reasonably
similar
asset
byother
purchasers
in
the
market,
with
adjustments
relating
to
any
differences
between
the
assets.
The
cost
valuation
method
is
based
on
the
replacement
cost
of
acomparable
asset
at
prices
at
the
time
of
the
acquisition
reduced
for
depreciation
of
the
asset.Goodwill







Goodwill
represents
the
excess
of
purchase
price
over
fair
value
of
net
assets
acquired.
Goodwill
is
not
amortized
but
instead
is
tested
annually
forimpairment,
or
more
frequently
when
events
or
changes
in
circumstances
indicate
that
fair
value
of
the
reporting
unit
has
been
reduced
to
less
than
its
carryingvalue.
We
perform
our
impairment
test
annually
as
of
December
31
st
.
Entities
have
the
option
to
first
assess
qualitative
factors
to
determine
whether
it
is
morelikely
than
not
that
the
fair
value
of
a
reporting
unit
is
less
than
its
carrying
amount
as
a
basis
for
determining
whether
it
is
necessary
to
perform
the
two-stepgoodwill
impairment
test
described
in
ASC
350,
Intangibles—Goodwill and Other .
If,
after
assessing
qualitative
factors,
an
entity
determines
it
is
not
more
likelythan
not
that
the
fair
value
of
a
reporting
unit
is
less
than
its
carrying
amount,
then
performing
the
two-step
impairment
test
is
unnecessary.
If
deemed
necessary,
atwo-step
test
is
used
to
identify
the
potential
impairment
and
to
measure
the
amount
of
goodwill
impairment,
if
any.
The
first
step
is
to
compare
the
fair
value
ofthe
reporting
unit
with
its
carrying
amount,
including
goodwill.
If
the
fair
value
of
the
reporting
unit34Table
of
Contentsexceeds
its
carrying
amount,
goodwill
is
considered
not
impaired;
otherwise,
there
is
an
indication
that
goodwill
may
be
impaired
and
the
amount
of
the
loss,
ifany,
is
measured
by
performing
step
two.
Under
step
two,
the
impairment
loss,
if
any,
is
measured
by
comparing
the
implied
fair
value
of
the
reporting
unitgoodwill
with
the
carrying
amount
of
goodwill.







At
December
31,
2015
and
2014,
we
tested
our
goodwill
for
impairment
using
a
market
based
approach
and
no
impairment
was
identified
as
the
fair
value
ofour
sole
reporting
unit
was
substantially
in
excess
of
its
carrying
amount.
To
date,
we
have
not
recorded
any
goodwill
impairment
charges.Measuring Recoverability of Long-Lived Assets







We
perform
an
impairment
review
of
long-lived
assets
held
and
used
whenever
events
or
changes
in
circumstances
indicate
that
the
carrying
value
may
not
berecoverable.
Factors
we
consider
important
that
could
trigger
an
impairment
review
include,
but
are
not
limited
to,
significant
under-performance
relative
toprojected
future
operating
results,
significant
changes
in
the
manner
of
our
use
of
the
acquired
assets
or
our
overall
business
and/or
product
strategies
andsignificant
industry
or
economic
trends.
When
we
determine
that
the
carrying
value
of
a
long-lived
asset
may
not
be
recoverable
based
upon
the
existence
of
one
ormore
of
these
indicators,
we
determine
the
recoverability
by
comparing
the
carrying
amount
of
the
asset
to
net
future
undiscounted
cash
flows
that
the
asset
isexpected
to
generate
or
other
indices
of
fair
value.
We
would
then
recognize
an
impairment
charge
equal
to
the
amount
by
which
the
carrying
amount
exceeds
thefair
market
value
of
the
asset.Stock-based Compensation







Stock-based
compensation
consists
of
stock
options
and
restricted
stock
units
("RSUs"),
which
are
granted
to
employees
and
non-employees.
We
recognizecompensation
expense
equal
to
the
grant
date
fair
value
on
a
straight-line
basis,
net
of
estimated
and
actual
forfeitures,
over
the
employee
requisite
service
period.We
recognize
stock-based
compensation
expense
for
performance-based
RSUs
when
we
believe
that
it
is
probable
that
the
performance
objectives
will
be
met.
Thegrant
date
fair
value
of
our
stock
option
awards
is
determined
using
the
Black-Scholes
option
pricing
model.Income Taxes







Income
taxes
are
provided
based
on
the
liability
method,
which
results
in
income
tax
assets
and
liabilities
arising
from
temporary
differences.
Temporarydifferences
are
differences
between
the
tax
basis
of
assets
and
liabilities
and
their
reported
amounts
in
the
financial
statements
that
will
result
in
taxable
ordeductible
amounts
in
future
years.
The
liability
method
requires
the
effect
of
tax
rate
changes
on
current
and
accumulated
deferred
income
taxes
to
be
reflected
inthe
period
in
which
the
rate
change
was
enacted.
The
liability
method
also
requires
that
deferred
tax
assets
be
reduced
by
a
valuation
allowance
unless
it
is
morelikely
than
not
that
the
assets
will
be
realized.







We
may
recognize
the
tax
benefit
from
uncertain
tax
positions
only
if
it
is
at
least
more
likely
than
not
that
the
tax
position
will
be
sustained
on
examinationby
the
taxing
authorities,
based
on
the
technical
merits
of
the
position.
The
tax
benefits
recognized
in
the
financial
statements
from
such
a
position
should
bemeasured
based
on
the
largest
benefit
that
has
a
greater
than
50%
likelihood
of
being
realized
upon
settlement
with
the
taxing
authorities.







We
establish
valuation
allowances
when
necessary
to
reduce
deferred
tax
assets
to
the
amounts
expected
to
be
realized.
We
evaluate
the
need
for,
and
theadequacy
of,
valuation
allowances
based
on
the
expected
realization
of
our
deferred
tax
assets.
The
factors
used
to
assess
the
likelihood
of
realization
includehistorical
earnings,
our
latest
forecast
of
taxable
income
and
available
tax
planning
strategies
that
could
be
implemented
to
realize
the
net
deferred
tax
assets.35Table
of
Contents







Our
effective
tax
rates
are
primarily
affected
by
changes
in
our
valuation
allowances,
the
amount
of
our
taxable
income
or
losses
in
the
various
taxingjurisdictions
in
which
we
operate,
the
amount
of
federal
and
state
net
operating
losses
and
tax
credits,
the
extent
to
which
we
can
utilize
these
net
operating
losscarryforwards
and
tax
credits
and
certain
benefits
related
to
stock
option
activity.Recent
Accounting
Pronouncements







Information
regarding
recent
accounting
pronouncements
is
contained
in
Note
2
"Significant
Accounting
Policies"
to
the
accompanying
consolidated
financialstatements
included
in
Part
II,
Item
8,
which
is
incorporated
herein
by
this
reference.Key
Business
Metrics







In
addition
to
monitoring
traditional
financial
measures,
we
also
monitor
our
operating
performance
using
key
performance
indicators.
In
2014,
we
updatedour
presentation
of
revenue
sources
to
differentiate
our
individual
users
based
on
the
nature
of
the
users—retail
users
who
purchase
Internet
access
at
our
managedand
operated
hotspots
and
select
partner
locations
or
military
users
who
purchase
Internet
access
or
IPTV
services
for
individual
use
on
military
bases.Accordingly,
we
have
disaggregated
our
subscribers
between
our
retail
and
military
users.
We
have
also
removed
monthly
churn,
which
was
defined
as
the
numberof
subscribers
who
canceled
their
subscriptions
in
a
given
month,
expressed
as
a
percentage
of
the
average
subscribers
in
that
month,
as
a
key
performanceindicator
as
we
no
longer
view
monthly
churn
as
a
key
business
metric.
Our
key
performance
indicators
follow:        Subscribers —
retail and subscribers —
military. 



This
metric
represents
the
number
of
paying
customers
who
are
on
a
month-to-month
subscription
plan
ata
given
period
end.        Connects. 



This
metric
shows
how
often
individuals
connect
to
our
global
Wi-Fi
network
in
a
given
period.
The
connects
include
retail
and
wholesalecustomers
in
both
customer
pay
locations
and
customer
free
locations
where
we
are
a
paid
service
provider
or
receive
sponsorship
or
promotion
fees.
We
counteach
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
isan
indicator
of
paid
activity
throughout
our
network.        DAS nodes. 



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







Our
revenue
consists
of
retail
revenue,
military
revenue,
DAS
revenue,
wholesale
revenue,
and
advertising
and
other
revenue.
In
2014,
we
updated
ourpresentation
of
revenue
sources
to
provide
increased
visibility
into
the
revenue
streams
that
are
the
focus
of
our
current
and
future
operational
and
developmentefforts.
Our
retail
revenue
sources
were
previously
differentiated
based
on
our
retail36


Year
Ended
December
31,



2015
2014
2013



(in
thousands)

Subscribers—retail

204

254

308
Subscribers—military

57

20

2
Connects

105,335

81,413

50,830
DAS
nodes

10.9

8.4

6.3
Table
of
Contentsplan
types—subscription
or
single-use.
We
believe
that
it
is
more
relevant
to
differentiate
our
individual
users
based
on
the
nature
of
the
users—retail
users
whopurchase
Internet
access
at
our
managed
and
operated
hotspots
and
select
partner
locations
or
military
users
who
purchase
Internet
access
and/or
IPTV
services
forindividual
use
on
military
bases.
We
also
previously
combined
our
wholesale
DAS
and
Wi-Fi
revenues
and
we
believe
that
it
is
better
to
disaggregate
thesewholesale
product
revenues
going
forward
by
DAS
and
Wi-Fi
given
the
current
development
of
these
products.        Retail and military. 



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



We
generate
revenue
from
telecom
operator
partners
that
pay
us
network
build-out
fees,
inclusive
of
network
upgrades,
and
access
fees
for
our
DASnetworks.        Wholesale— Wi-Fi.



We
generate
revenue
from
wholesale
Wi-Fi
partners
that
license
our
software
and
pay
usage-based
monthly
network
access
fees
toallow
their
customers
to
access
our
global
Wi-Fi
network.
Usage-based
network
access
fees
may
be
measured
in
minutes,
connects,
megabytes
or
gigabytes,
and
inmost
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
locationswith
online
advertising,
promotional
and
sponsored
programs
and
at
locations
where
we
solely
provide
authorized
access
to
a
partner's
Wi-Fi
network
throughsponsored
access
and
promotional
programs.
In
addition,
we
receive
revenue
from
partners
in
certain
venues
where
we
manage
and
operate
the
Wi-Fi
network.







For
the
years
ended
December
31,
2015
and
2014,
entities
affiliated
with
AT&T
Inc.
accounted
for
17%
and
15%,
respectively,
of
total
revenue.
For
the
yearended
December
31,
2013,
two
groups
of
entities
affiliated
with
Verizon
Communications,
Inc.
and
AT&T
Inc.
each
accounted
for
14%
of
total
revenue.
The
lossof
these
groups
and
the
customers
could
have
a
material
adverse
impact
on
our
consolidated
statements
of
operations.Costs
and
Operating
Expenses







We
classify
our
costs
and
operating
expenses
as
network
access,
network
operations,
development
and
technology,
selling
and
marketing,
general
andadministrative,
and
amortization
of
intangible
assets.
Network
access
costs
consist
primarily
of
payments
to
venues
and
network
partners
in
our
network.
Othercosts
and
operating
expenses
primarily
consist
of
personnel
costs,
costs
for
contracted
labor
and
development,
marketing,
legal,
accounting
and
consulting
services,and
other
professional
service
fees.
Personnel
costs
include
salaries,
bonuses,
stock-based
compensation
and
employee
benefits.
Facilities
costs
are
generallyallocated
based
on
headcount.
Depreciation
and
amortization
expenses
associated
with
specifically
identifiable
property
and
equipment
are
allocated
to
theappropriate
expense
categories.        Network access. 



Network
access
costs
consist
of
revenue
share
payments
to
venue
owners
where
our
managed
and
operated
hotspots
are
located,
usage-based
fees
to
our
roaming
network
partners
for
access
to
their
networks,
depreciation
of
equipment
related
to
network
build-out
projects
in
our
managed
andoperated
locations,
sale
of
equipment,
and
bandwidth
and
other
Internet
connectivity
expenses
in
our
managed
and
operated
locations.        Network operations. 



Network
operations
expenses
consist
of
costs
for
our
customer
service
department
and
for
our
operations
staff
that
designs,
builds,monitors
and
maintains
the
network.
Also37Table
of
Contentsincluded
are
expenses
for
our
customer
service
provider
that
handles
customer
care
inquiries
and
expenses
for
network
operations
contractors,
equipmentdepreciation
and
software
and
hardware
maintenance
fees.        Development and technology. 



Development
and
technology
expenses
consist
of
costs
for
our
product
development
and
engineering
departments,
developersand
our
information
systems
services
staff,
depreciation
of
our
equipment
and
internal-use
software,
and
software
and
hardware
maintenance
fees.        Selling and marketing. 



Selling
and
marketing
expenses
consist
of
costs
for
our
business
development
and
marketing
employees
and
executives,
travel
andentertainment
and
marketing
programs.        General and administrative. 



General
and
administrative
expenses
consist
of
costs
for
our
executive,
finance
and
accounting,
legal
and
human
resourcespersonnel,
as
well
as
legal,
accounting,
tax
and
other
professional
service
fees.
Also
included
are
other
corporate
expenses
such
as
charge
card
processing
fees
andbad
debt
expense.        Amortization of intangible assets. 



Amortization
of
intangible
assets
consists
primarily
of
acquired
venue
contracts,
technology
and
non-competeagreements.Interest
and
Other
(Expense)
Income,
Net







Interest
and
other
(expense)
income,
net,
primarily
consist
of
interest
income
and
expense.Income
Tax
Expense







In
2013,
we
established
a
full
valuation
allowance
as
a
result
of
our
assessment
that
it
was
more
likely
than
not
that
certain
federal
and
state
deferred
tax
assetswould
not
be
realized
and
we
have
continued
to
maintain
the
full
valuation
allowance
as
of
December
31,
2015
and
2014.
In
2013,
income
tax
expense
included$2.4
million
of
tax
expense
related
to
increases
in
our
valuation
allowance.
$1.9
million
of
the
increase
relates
to
additional
valuation
allowances
that
wereestablished
as
a
result
of
our
assessment
that
it
was
more
likely
than
not
that
certain
federal
and
state
deferred
tax
assets
would
not
be
realized.Non-controlling
Interests







Non-controlling
interests
are
comprised
of
minority
holdings
by
third
parties
in
our
subsidiaries
Chicago
Concourse
Development
Group,
LLC
("CCDG")
andBoingo
Holding
Participacoes
Ltda.
("BHPL").







We
are
generally
required
to
pay
a
portion
of
allocated
net
profits
less
capital
expenditures
of
the
preceding
year
to
the
non-controlling
interest
holders
ofCCDG.
The
limited
liability
company
agreement
for
CCDG
does
not
have
a
term.
CCDG
can
be
dissolved
upon
the
unanimous
agreement
of
the
members,
uponthe
sale
of
CCDG,
upon
declaration
of
bankruptcy,
or
upon
the
termination
of
the
license
agreement
between
CCDG
and
the
City
of
Chicago.







We
attributed
profits
and
losses
to
the
non-controlling
interest
in
BHPL
under
the
terms
of
the
limited
liability
company
agreement
in
proportion
to
theirholdings.
The
limited
liability
company
agreement
with
BHPL
does
not
have
a
term.
We,
by
resolution
of
the
members,
may
distribute
profits
against
retainedearnings
or
profit
reserves
existing
on
the
most
recent
annual
balance
sheet
or
may
draw
up
financial
statements
and
distribute
profits
in
shorter
periods.
BHPL
canbe
dissolved
by
resolution
of
the
members
and
as
otherwise
provided
for
by
law.38Table
of
Contents







Prior
to
August
4,
2015,
we
also
had
a
70%
ownership
of
Concourse
Communications
Detroit,
LLC
("CCG
Detroit").
On
August
4,
2015,
we
purchased
theremaining
30%
ownership
interest
from
the
non-controlling
interest
owners
for
$1.2
million.
We
accounted
for
this
transaction
as
an
acquisition
of
the
remaininginterest
of
an
entity
that
had
already
been
majority-owned
by
the
Company.
The
purchase
resulted
in
a
reduction
to
additional
paid-in
capital
of
$1.2
millionrepresenting
excess
purchase
price
over
the
carrying
amount
of
the
non-controlling
interests.
In
prior
years,
we
attributed
profits
and
losses
to
the
non-controllinginterest
in
CCG
Detroit
under
the
terms
of
the
limited
liability
company
agreement.
CCG
Detroit
had
generated
losses,
which
had
reduced
the
non-controllingowners
capital
account
to
zero
in
2009,
resulting
in
an
allocation
to
the
controlling
interest
holder
of
all
operating
losses
and
deficits
created
by
fixed
distributionsto
the
non-controlling
interest
holder.
The
fixed
distributions
were
terminated
during
September
2013
concurrent
with
the
termination
of
CCG
Detroit's
agreementwith
Detroit
Metropolitan
Wayne
County
Airport.39Table
of
ContentsResults
of
Operations







The
following
tables
set
forth
our
results
of
operations
for
the
specified
periods.Depreciation and amortization expense







Depreciation
expense
increased
$10.8
million,
or
39.5%,
in
2015,
as
compared
to
2014,
and
depreciation
expense
increased
$8.5
million,
or
44.9%,
in
2014,as
compared
to
2013,
primarily
due
to
increased
depreciation
and
amortization
expense
from
our
increased
fixed
assets
for
our
DAS
build-out
projects,
Wi-Finetworks,
and
software
development
in
those
periods.Stock-based compensation expense







Stock-based
compensation
expense
increased
$2.2
million,
or
31.2%,
in
2015,
as
compared
to
2014,
primarily
due
to
additional
stock-based
compensationexpenses
for
RSUs
granted
in
those
periods
as40


Year
Ended
December
31,



2015
2014
2013



(in
thousands)

Consolidated
Statements
of
Operations
Data:









Revenue
$139,626
$119,297
$106,746
Costs
and
operating
expenses:









Network
access

62,988

59,411

47,245
Network
operations

33,537

25,475

18,402
Development
and
technology

19,147

14,879

11,432
Selling
and
marketing

19,653

16,382

14,244
General
and
administrative

22,356

17,460

15,067
Amortization
of
intangible
assets

3,576

3,716

2,250
Total
costs
and
operating
expenses

161,257

137,323

108,640
Loss
from
operations

(21,631)
(18,026)
(1,894)Interest
and
other
(expense)
income,
net

(66)
(41)
37
Loss
before
income
taxes

(21,697)
(18,067)
(1,857)Income
tax
expense

481

700

1,461
Net
loss

(22,178)
(18,767)
(3,318)Net
income
attributable
to
non-controlling
interests

114

754

650
Net
loss
attributable
to
common
stockholders
$(22,292)$(19,521)$(3,968)Depreciation
and
amortization
expense
included
in
the
above
line
items:









Network
access
$22,666
$18,074
$12,651
Network
operations

9,058

5,662

4,091
Development
and
technology

5,441

3,381

1,992
General
and
administrative

1,128

329

206
Total
$38,293
$27,446
$18,940
Stock-based
compensation
expense
included
in
the
above
line
items:









Network
operations
$1,504
$1,356
$888
Development
and
technology

731

600

380
Selling
and
marketing

3,411

2,017

1,045
General
and
administrative

3,752

3,191

2,193
Total
$9,398
$7,164
$4,506
Table
of
Contentswell
as
$1.0
million
of
additional
stock-based
compensation
expense
recognized
in
2015
resulting
from
a
change
in
the
expected
service
period
for
one
of
ourexecutives,
who
was
terminated.
Under
the
terms
of
the
executive's
employment
agreement,
the
executive
received
12
months
of
accelerated
vesting
credit
onunvested
stock-based
awards.
Stock-based
compensation
expense
increased
$2.7
million,
or
59.0%,
in
2014,
as
compared
to
2013,
primarily
due
to
additionalstock-based
compensation
expenses
for
RSUs
granted
in
those
periods.
We
have
shifted
our
stock-based
compensation
from
stock
options
to
RSUs,
whichgenerally
vest
over
a
specified
service
period.
We
also
issue
performance-based
RSUs
to
executive
personnel.
We
recognize
stock-based
compensation
expense
forperformance-based
RSUs
when
we
believe
that
it
is
probable
that
the
performance
objectives
will
be
met.







The
following
table
sets
forth
our
results
of
operations
for
the
specified
periods
as
a
percentage
of
our
revenue
for
those
periods.41


Year
Ended
December
31,



2015
2014
2013



(as
a
percentage
of
revenue)

Consolidated
Statements
of
Operations
Data:









Revenue

100.0%
100.0%
100.0%Costs
and
operating
expenses:









Network
access

45.1

49.8

44.3
Network
operations

24.0

21.4

17.2
Development
and
technology

13.7

12.5

10.7
Selling
and
marketing

14.1

13.7

13.3
General
and
administrative

16.0

14.6

14.1
Amortization
of
intangible
assets

2.6

3.1

2.1
Total
costs
and
operating
expenses

115.5

115.1

101.8
Loss
from
operations

(15.5)
(15.1)
(1.8)Interest
and
other
(expense)
income,
net

0.0

0.0

0.0
Loss
before
income
taxes

(15.5)
(15.1)
(1.7)Income
tax
expense

0.3

0.6

1.4
Net
loss

(15.9)
(15.7)
(3.1)Net
income
attributable
to
non-controlling
interests

0.1

0.6

0.6
Net
loss
attributable
to
common
stockholders

(16.0)%
(16.4)%
(3.7)%Table
of
ContentsYears
ended
December
31,
2015
and
2014Revenue        DAS. 



DAS
revenue
increased
$8.2
million,
or
21.4%,
in
2015,
as
compared
to
2014,
due
to
a
$6.1
million
increase
from
new
build-out
projects
in
ourmanaged
and
operated
locations,
which
includes
a
$1.0
million
short-term
build-out
project
that
included
the
sale
of
equipment
that
was
completed
during
2015,and
a
$2.1
million
increase
in
access
fees
from
our
telecom
operators.
The
increase
in
access
fees
resulted
primarily
from
the
new
build-out
projects
that
werecompleted
and
$0.4
million
of
one-time
fees
that
were
paid
for
early
termination
rights.        Retail. 



Retail
revenue
decreased
$8.6
million,
or
21.3%,
in
2015,
as
compared
to
2014,
primarily
due
to
a
$6.7
million
decrease
in
retail
subscriber
revenue,which
was
driven
primarily
by
the
decrease
in
retail
subscribers
in
2015
compared
to
2014.
The
remaining
decrease
was
due
to
a
$1.9
million
decrease
in
retailsingle-use
revenue.        Wholesale —
Wi-Fi. 



Wholesale
Wi-Fi
revenue
increased
$6.7
million,
or
44.1%,
in
2015,
as
compared
to
2014,
primarily
due
to
a
$7.4
million
increase
inpartner
usage
based
fees,
which
was
partially
offset
by
a
$0.7
million
decrease
in
Wi-Fi
build-out
revenues
related
to
a
project
that
was
completed
in
2014.        Military. 



Military
revenue
increased
$15.4
million,
or
343.6%,
in
2015,
as
compared
to
2014
primarily
due
to
the
increase
in
subscribers
resulting
from
ourbuild-out
of
Wi-Fi
networks
at
military
bases.        Advertising and other. 



Advertising
and
other
revenue
decreased
$1.4
million,
or
6.8%,
in
2015,
as
compared
to
2014,
primarily
due
to
a
$1.9
milliondecrease
in
advertising
sales
at
our
managed
and
operated
locations,
which
was
partially
offset
by
a
$0.5
million
increase
in
revenues
from
other
serviceagreements.42


Year
Ended
December
31,



2015
2014
Change
%
Change



(in
thousands,
except
percentages)

Revenue:












DAS
$46,455
$38,259
$8,196

21.4
Retail

31,763

40,336

(8,573)
(21.3)Wholesale—Wi-Fi

21,923

15,209

6,714

44.1
Military

19,898

4,486

15,412

343.6
Advertising
and
other

19,587

21,007

(1,420)
(6.8)Total
revenue
$139,626
$119,297
$20,329

17.0
Key
business
metrics:












Subscribers—retail

204

254

(50)
(19.7)Subscribers—military

57

20

37

185.0
Connects

105,335

81,413

23,922

29.4
DAS
nodes

10.9

8.4

2.5

29.8
Table
of
ContentsCosts
and
Operating
Expenses        Network access. 



Network
access
costs
increased
$3.6
million,
or
6.0%,
in
2015,
as
compared
to
2014.
The
increase
is
primarily
due
to
a
$4.6
millionincrease
in
depreciation
expense
and
a
$3.6
million
increase
in
bandwidth
and
other
direct
costs,
which
is
inclusive
of
a
$0.6
million
increase
in
costs
directlyrelated
to
our
short-term
DAS
and
Wi-Fi
build-out
projects.
The
increases
were
partially
offset
by
a
$4.3
million
decrease
in
revenue
share
paid
to
venues
in
ourmanaged
and
operated
locations,
which
included
a
one-time
$1.9
million
cost
incurred
in
2014
to
terminate
one
of
our
venue
contracts,
and
a
$0.3
million
decreasefrom
customer
usage
at
partner
venues.        Network operations. 



Network
operations
expenses
increased
$8.1
million,
or
31.6%,
in
2015,
as
compared
to
2014,
due
to
a
$3.4
million
increase
indepreciation
expense,
a
$1.9
million
increase
in
personnel
related
expenses
primarily
resulting
from
increased
headcount,
a
$1.0
million
increase
in
networkmaintenance
and
connectivity
expenses,
a
$0.4
million
increase
in
call
center
costs,
a
$0.3
million
increase
in
hardware
and
software
maintenance
expenses,
and
a$1.1
million
increase
in
other
operating
expenses.        Development and technology. 



Development
and
technology
expenses
increased
$4.3
million,
or
28.7%,
in
2015,
as
compared
to
2014,
due
primarily
to
a$2.1
million
increase
in
depreciation
expense,
a
$1.6
million
increase
in
personnel
related
expenses
primarily
resulting
from
increased
headcount,
a
$0.4
millionincrease
in
technology
service
expenses,
and
a
$0.2
million
increase
in
hardware
and
software
maintenance
and
other
operating
expenses.        Selling and marketing. 



Selling
and
marketing
expenses
increased
$3.3
million,
or
20.0%,
in
2015,
as
compared
to
2014,
due
to
a
$1.2
million
increase
inpersonnel
related
expenses
primarily
resulting
from
increased
headcount,
$1.4
million
one-time
charge
for
salaries,
benefits
and
stock-based
compensation
expensefor
one
of
our
executives
who
was
terminated,
and
a
$0.7
million
increase
in
other
marketing
related
expenses.        General and administrative. 



General
and
administrative
expenses
increased
$4.9
million,
or
28.0%,
in
2015,
as
compared
to
2014,
due
to
a
$1.7
millionincrease
in
personnel
related
expenses
resulting
from
increased
headcount,
a
$0.8
million
increase
in
depreciation
expenses,
a
$0.5
million
increase
in
businesslicenses,
taxes,
and
insurance,
a
$0.5
million
increase
in
consulting
expenses,
and
a
$1.4
million
increase
in
rent
and
other
general
and
administrative
expenses.        Amortization of intangible assets. 



Amortization
of
intangible
assets
expense
remained
relatively
consistent
in
2015,
as
compared
to
2014.43


Year
Ended
December
31,



2015
2014
Change
%
Change



(in
thousands,
except
percentages)

Costs
and
operating
expenses:












Network
access
$62,988
$59,411
$3,577

6.0
Network
operations

33,537

25,475

8,062

31.6
Development
and
technology

19,147

14,879

4,268

28.7
Selling
and
marketing

19,653

16,382

3,271

20.0
General
and
administrative

22,356

17,460

4,896

28.0
Amortization
of
intangible
assets

3,576

3,716

(140)
(3.8)Total
costs
and
operating
expenses
$161,257
$137,323
$23,934

17.4
Table
of
ContentsInterest
and
Other
(Expense)
Income,
Net







Interest
and
other
(expense)
income,
net,
remained
relatively
consistent
in
2015,
as
compared
to
2014.
In
2015,
we
incurred
and
capitalized
$0.6
million
ofinterest
expense
related
to
our
Credit
Facility.Income
Tax
Expense







We
had
income
tax
expense
of
$0.5
million
in
2015,
as
compared
to
$0.7
million
in
2014.
Our
effective
tax
rate
decreased
to
2.2%
for
2015,
as
compared
to3.9%
in
2014.







Our
future
effective
tax
rate
depends
on
various
factors,
such
as
our
level
of
future
taxable
income,
tax
legislation
and
credits
and
the
geographic
compositionsof
our
pre-tax
income.
We
do
not
expect
to
incur
any
significant
income
taxes
until
such
time
that
we
reverse
our
valuation
allowance
against
our
federal
and
statedeferred
tax
assets
upon
return
to
sustained
profitability.Non-controlling
Interests







Non-controlling
interests
decreased
$0.6
million
in
2015,
as
compared
to
2014
primarily
as
a
result
of
decreased
net
income
for
a
subsidiary
resulting
from
thetransition
of
the
managed
and
operated
venues
of
this
subsidiary
from
an
end-user
paid
to
a
tiered
pricing
model.Net
Loss
Attributable
to
Common
Stockholders







Our
net
loss
for
2015
increased
as
compared
to
2014
primarily
as
a
result
of
the
$23.9
million
increase
in
costs
and
operating
expenses,
which
was
partiallyoffset
by
the
$20.3
million
increase
in
revenues,
the
$0.6
million
decrease
in
net
income
attributable
to
non-controlling
interests,
and
the
$0.2
million
decrease
inincome
tax
expense.
Our
diluted
net
loss
per
share
increased
primarily
as
a
result
of
the
increase
in
our
net
loss.Adjusted
EBITDA







Adjusted
EBITDA
was
$29.6
million
in
2015,
an
increase
of
46.0%
from
$20.3
million
recorded
in
2014.
As
a
percentage
of
revenue,
Adjusted
EBITDA
was21.2%
in
2015,
up
from
17.0%
of
revenue
in
2014.
The
Adjusted
EBITDA
increase
was
due
primarily
to
$10.7
million
increase
in
depreciation
and
amortizationexpense
and
$2.2
million
increase
in
stock-based
compensation
expense.
The
increases
were
partially
offset
by
the
$2.8
million
increase
in
our
net
loss
attributableto
common
stockholders,
the
$0.6
million
decrease
in
non-controlling
interests,
and
the
$0.2
million
decrease
in
income
tax
expense
in
2015,
as
compared
to
2014.We
define
Adjusted
EBITDA
as
net
(loss)
income
attributable
to
common
stockholders
plus
depreciation
and
amortization
of
property
and
equipment,
income
taxexpense,
amortization
of
intangible
assets,
stock-based
compensation
expense,
non-controlling
interests
and
interest
and
other
expense
(income),
net.
For
adiscussion
of
Adjusted
EBITDA
and
a
reconciliation
of
net
(loss)
income
attributable
to
common
stockholders
to
Adjusted
EBITDA,
see
footnote
1
to
"SelectedFinancial
Data"
in
Part
II,
Item
6.44Table
of
ContentsYears
ended
December
31,
2014
and
2013Revenue        Retail. 



Retail
revenue
decreased
$2.9
million,
or
6.6%,
in
2014,
as
compared
to
2013,
primarily
due
to
a
$2.3
million
decrease
in
retail
subscriber
revenue,which
was
driven
primarily
by
the
decrease
in
retail
subscribers.
Our
average
revenue
per
retail
subscriber
remained
essentially
the
same
in
2014
as
compared
to2013.
The
remaining
decrease
was
attributable
to
a
$0.6
million
decrease
in
retail
single-use
revenue
resulting
from
the
transition
of
certain
paid
managed
andoperated
locations
to
a
tiered
or
free
pricing
model.
Retail
revenue
for
2014
and
2013
includes
$2.3
million
and
$0.4
million,
respectively,
of
retail
single-userevenue
related
to
venues
acquired
from
AWG
in
October
2013.        DAS. 



DAS
revenue
increased
$5.6
million,
or
17.1%,
in
2014,
as
compared
to
2013,
due
to
a
$3.3
million
increase
from
new
build-out
projects
in
ourmanaged
and
operated
locations
and
a
$2.3
million
increase
in
access
fees
from
our
telecom
operators
resulting
primarily
from
the
new
build-out
projects
that
werecompleted.        Wholesale—Wi-Fi. 



Wholesale
Wi-Fi
revenue
decreased
$2.1
million,
or
11.9%,
in
2014,
as
compared
to
2013,
due
to
a
$3.5
million
decrease
in
partnerusage
based
fees,
which
was
partially
offset
by
a
$0.6
million
increase
in
wholesale
service
provider
revenues
resulting
from
increased
deployments
and$0.7
million
in
revenue
from
a
Wi-Fi
build-out
project
that
was
completed
in
2014.        Military. 



Military
revenue
increased
$3.2
million,
or
256.0%,
in
2014,
as
compared
to
2013
due
to
deployments
of
our
Wi-Fi
and
IPTV
networks
at
militarybases
during
2014.        Advertising and other. 



Advertising
and
other
revenue
increased
$8.7
million,
or
70.1%,
in
2014,
as
compared
to
2013,
primarily
due
to
a
$9.3
millionincrease
in
the
volume
of
advertising
sales
at
our
managed
and
operated
locations.
The
increase
was
partially
offset
by
a
$0.6
million
decrease
in
other
revenues.Advertising
revenue
for
2014
and
2013
includes
$8.2
million
and
$1.1
million,
respectively,
of
advertising
sales
at
the
venues
acquired
from
AWG
in
October2013.45


Year
Ended
December
31,



2014
2013
Change
%
Change



(in
thousands,
except
percentages)

Revenue:












Retail
$40,336
$43,194
$(2,858)
(6.6)DAS

38,259

32,681

5,578

17.1
Wholesale—Wi-Fi

15,209

17,261

(2,052)
(11.9)Military

4,486

1,260

3,226

256.0
Advertising
and
other

21,007

12,350

8,657

70.1
Total
revenue
$119,297
$106,746
$12,551

11.8
Key
business
metrics:












Subscribers—retail

254

308

(54)
(17.5)Subscribers—military

20

2

18





*Connects

81,413

50,830

30,583

60.2
DAS
nodes

8.4

6.3

2.1

33.3
*Calculation
of
percentage
change
is
not
meaningful.Table
of
ContentsCosts
and
Operating
Expenses        Network access. 



Network
access
costs
increased
$12.2
million,
or
25.8%,
in
2014,
as
compared
to
2013.
The
increase
is
primarily
attributed
to
a$9.2
million
increase
in
revenue
share
paid
to
venues
in
our
managed
and
operated
locations,
which
includes
a
one-time
$1.9
million
cost
to
terminate
one
of
ourvenue
contracts,
a
$5.4
million
increase
in
depreciation
expense,
and
a
$3.2
million
increase
in
internet
connectivity
expenses.
The
increases
were
partially
offsetby
a
$3.1
million
decrease
from
customer
usage
at
partner
venues
and
a
$2.5
million
decrease
in
other
direct
costs.
Other
direct
costs
for
2014
include
$0.4
millionof
costs
related
to
a
Wi-Fi
build
out
project.        Network operations. 



Network
operations
expenses
increased
$7.1
million,
or
38.4%,
in
2014,
as
compared
to
2013,
primarily
due
to
a
$3.9
million
increasein
personnel
related
expenses,
inclusive
of
a
$0.5
million
increase
in
stock-based
compensation
expenses,
primarily
resulting
from
increased
headcount,
a$1.6
million
increase
in
depreciation
expense,
a
$0.6
million
increase
in
network
maintenance
expenses,
a
$0.3
million
increase
in
travel
and
entertainmentexpenses,
a
$0.3
million
increase
in
hardware
and
software
maintenance
expenses,
a
$0.3
million
increase
in
call
center
expenses,
and
a
$0.1
million
increase
inrent
and
other
expenses.        Development and technology. 



Development
and
technology
expenses
increased
$3.4
million,
or
30.2%,
in
2014,
as
compared
to
2013,
primarily
due
to
a$1.4
million
increase
in
depreciation
expense,
a
$0.7
million
increase
in
hardware
and
software
maintenance
expenses,
a
$0.4
million
impairment
loss
related
to
achange
in
the
use
of
certain
software
developed
for
internal
use,
a
$0.4
million
increase
in
technology
service
expenses,
and
a
$0.5
million
increase
in
otheroperating
expenses.        Selling and marketing. 



Selling
and
marketing
expenses
increased
$2.1
million,
or
15.0%,
in
2014,
as
compared
to
2013,
primarily
due
to
a
$3.1
millionincrease
in
personnel
related
expenses,
inclusive
of
a
$1.0
million
increase
in
stock-based
compensation
expenses,
primarily
resulting
from
increased
headcountand
higher
sales
commissions
related
to
our
increased
advertising
sales.
The
increase
was
partially
offset
by
a
$1.0
million
decrease
in
marketing
related
expenses.        General and administrative. 



General
and
administrative
expenses
increased
$2.4
million,
or
15.9%,
in
2014,
as
compared
to
2013,
due
to
a
$1.8
millionincrease
in
personnel
related
expenses,
inclusive
of
a
$1.0
million
increase
in
stock-
based
compensation
expenses,
a
$0.3
million
increase
in
consulting
expenses,and
a
$0.3
million
increase
in
rent
and
facilities
expenses.
General
and
administrative
expenses
includes
a
$0.5
million
impairment
loss
related
to
a
venuetermination
agreement
that
resulted
in
the
abandonment
of
our
Wi-Fi
network
assets
and
the
release
of
the
corresponding
capital
lease
obligations
associated
withthose
assets.
General
and
administrative
expenses
also
includes
a
$0.8
million
decrease
in
the
fair
value
of
our
contingent
consideration
liabilities
related
to
ouracquisition
of
Endeka
Group,
Inc.
("Endeka")
in
February
2013.46


Year
Ended
December
31,



2014
2013
Change
%
Change



(in
thousands,
except
percentages)

Costs
and
operating
expenses:












Network
access
$59,411
$47,245
$12,166

25.8
Network
operations

25,475

18,402

7,073

38.4
Development
and
technology

14,879

11,432

3,447

30.2
Selling
and
marketing

16,382

14,244

2,138

15.0
General
and
administrative

17,460

15,067

2,393

15.9
Amortization
of
intangible
assets

3,716

2,250

1,466

65.2
Total
costs
and
operating
expenses
$137,323
$108,640
$28,683

26.4
Table
of
Contents        Amortization of intangible assets. 



Amortization
of
intangible
assets
expense
increased
$1.5
million,
or
65.2%,
in
2014,
as
compared
to
2013,
due
primarilyto
our
acquisitions
of
Endeka
and
AWG
in
February
2013
and
October
2013,
respectively.
For
future
years,
amortization
expense
is
expected
to
be
$3.5
million
for2015,
$3.5
million
for
2016,
$3.2
million
for
2017,
$2.4
million
for
2018,
$1.6
million
for
2019
and
$5.5
million
thereafter.Interest
and
Other
(Expense)
Income,
Net







Interest
and
other
(expense)
income,
net,
decreased
$0.1
million
in
2014,
as
compared
to
2013,
primarily
due
to
our
lower
cash
and
cash
equivalents
andmarketable
securities
balances
during
2014
as
compared
to
2013
and
interest
expense
related
to
our
new
Credit
Agreement,
which
we
entered
into
onNovember
21,
2014.Income
Tax
Expense







Income
tax
expense
decreased
$0.8
million,
or
52.1%,
in
2014,
as
compared
to
2013.
Our
effective
tax
rate
decreased
to
3.9%
for
2014
compared
to
78.7%
for2013
due
primarily
to
the
valuation
allowance
we
established
at
year
end
in
2013.Non-controlling
Interests







Non-controlling
interests
remained
essentially
unchanged
in
2014,
as
compared
to
2013.Net
Loss
Attributable
to
Common
Stockholders







Our
net
loss
for
2014
increased
as
compared
to
2013
primarily
as
a
result
of
the
$28.7
million
increase
in
costs
and
operating
expenses,
which
was
partiallyoffset
by
the
$12.6
million
increase
in
revenues
and
the
$0.8
million
decrease
in
income
tax
expense.
Our
diluted
net
loss
per
share
increased
primarily
as
a
resultof
the
increase
in
our
net
loss.Adjusted
EBITDA







Adjusted
EBITDA
was
$20.3
million
in
2014,
a
decrease
of
14.7%
from
$23.8
million
recorded
in
2013.
As
a
percentage
of
revenue,
Adjusted
EBITDA
was17.0%
in
2014,
down
from
22.3%
of
revenue
in
2013.
The
Adjusted
EBITDA
decrease
was
due
primarily
to
the
$15.6
million
increase
in
our
net
loss
attributableto
common
stockholders
and
the
$0.8
million
decrease
in
income
tax
expenses.
The
changes
were
offset
by
a
$10.0
million
increase
in
depreciation
andamortization
expense
and
a
$2.7
million
increase
in
stock-based
compensation
expense.
We
define
Adjusted
EBITDA
as
net
(loss)
income
attributable
to
commonstockholders
plus
depreciation
and
amortization
of
property
and
equipment,
income
tax
expense,
amortization
of
intangible
assets,
stock-based
compensationexpense,
non-controlling
interests
and
interest
and
other
expense
(income),
net.
For
a
discussion
of
Adjusted
EBITDA
and
a
reconciliation
of
net
(loss)
incomeattributable
to
common
stockholders
to
Adjusted
EBITDA,
see
footnote
1
to
"Selected
Financial
Data"
in
Part
II,
Item
6.Liquidity
and
Capital
Resources







We
have
financed
our
operations
primarily
through
cash
provided
by
operating
activities
and
borrowings
under
our
credit
facility.
Our
primary
sources
ofliquidity
as
of
December
31,
2015
consisted
of
$14.7
million
of
cash
and
cash
equivalents
and
$31.5
million
available
for
borrowing
under
our
credit
facility,$3.6
million
of
which
is
reserved
for
our
outstanding
Letter
of
Credit
Authorization
agreements.







Our
principal
uses
of
liquidity
have
been
to
fund
our
operations,
working
capital
requirements,
capital
expenditures
and
acquisitions.
We
expect
that
theserequirements
will
be
our
principal
needs
for47Table
of
Contentsliquidity
over
the
near
term.
Our
capital
expenditures
in
2015
were
$103.1
million,
of
which
$57.8
million
was
reimbursed
through
revenue
for
DAS
build-outprojects
from
our
telecom
operators.







On
November
21,
2014,
we
entered
into
a
Credit
Agreement
(the
"Credit
Agreement")
and
related
agreements
with
Bank
of
America,
N.A.
acting
as
agent
forlenders
named
therein,
including
Bank
of
America,
N.A.
and
Silicon
Valley
Bank
(the
"Lenders"),
for
a
secured
credit
facility
in
the
form
of
a
revolving
line
ofcredit
in
the
initial
amount
of
up
to
$46.5
million,
with
an
option
to
increase
the
available
amount
to
$86.5
million
upon
the
satisfaction
of
certain
conditions
(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").
Both
the
TermLoan
and
Revolving
Line
of
Credit
mature
on
November
21,
2018.
Amounts
borrowed
under
the
Revolving
Line
of
Credit
and
Term
Loan
will
bear,
at
ourelection,
a
variable
interest
at
LIBOR
plus
2.5%
-
3.5%
or
Lender's
Prime
Rate
plus
1.5%
-
2.5%
per
year
and
we
will
pay
a
fee
of
0.375%
-
0.5%
per
year
on
anyunused
portion
of
the
Revolving
Line
of
Credit.
As
of
December
31,
2015,
$2.6
million
was
outstanding
under
the
Term
Loan
at
a
rate
of
3.3%
and
$15.0
millionwas
outstanding
under
the
Revolving
Line
of
Credit.
The
Term
Loan
requires
quarterly
payments
of
interest
and
principal,
amortizing
fully
over
the
four-year-termsuch
that
it
is
repaid
in
full
on
the
maturity
date
of
November
21,
2018.
For
the
year
ended
December
31,
2015,
interest
rates
for
our
Credit
Facility
ranged
from2.67%
to
3.33%.
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
leverage
ratio,
a
maximum
quarterly
consolidated
fixed
charge
coverageratio,
and
monthly
liquidity
minimums.
We
were
in
compliance
with
all
such
financial
covenants
as
of
December
31,
2015
and
through
the
date
of
this
report.
Weare
subject
to
certain
non-financial
covenants,
and
we
were
also
in
compliance
with
all
such
non-financial
covenants
as
of
December
31,
2015
and
through
the
dateof
this
report.
The
Credit
Facility
provides
us
with
significant
additional
flexibility
and
liquidity
to
pursue
our
strategic
objectives
for
capital
expenditures
andacquisitions.







On
September
11,
2015,
we
filed
a
shelf
registration
statement
(the
"Shelf
Registration")
on
Form
S-3
with
the
SEC
that
was
declared
effective
by
the
SEC
onSeptember
17,
2015,
which
permits
us
to
offer
up
to
$125.0
million
of
common
stock,
preferred
stock,
debt
securities
and
warrants
in
one
or
more
offerings
and
inany
combination,
including
in
units
from
time
to
time.
In
February
2016,
we
filed
a
post-effective
amendment
to
terminate
the
Shelf
Registration
and
remove
fromregistration
the
securities
registered
pursuant
to
the
Shelf
Registration.
The
Company's
Board
of
Directors
determined
that
having
the
Shelf
Registration
on
file
wasno
longer
necessary
due
to
the
Company
increasing
the
Revolving
Line
of
Credit
(see
Note
19
to
the
accompanying
consolidated
financial
statements
included
inPart
II,
Item
8
hereto).







We
believe
that
our
existing
cash
and
cash
equivalents,
working
capital,
cash
flow
from
operations
and
availability
under
the
Credit
Facility
will
be
sufficientto
fund
our
operations
and
planned
capital
expenditures
for
at
least
the
next
12
months.
There
can
be
no
assurance,
however,
that
future
industry-specific
or
otherdevelopments,
general
economic
trends,
or
other
matters
will
not
adversely
affect
our
operations
or
our
ability
to
meet
our
future
cash
requirements.
Our
futurecapital
requirements
will
depend
on
many
factors
including
our
rate
of
revenue
growth,
the
timing
and
size
of
our
managed
and
operated
location
expansionefforts,
the
timing
and
extent
of
spending
to
support
product
development
efforts,
the
timing
of
introductions
of
new
solutions
and
enhancements
to
existingsolutions
and
the
continuing
market
acceptance
of
our
solutions.
We
expect
our
capital
expenditures
in
2016
will
range
from
$35.0
million
to
$40.0
million,excluding
capital
expenditures
for
DAS
build-out
projects,
which
are
reimbursed
through
revenue
from
our
telecom
operator
customers.
The
majority
of
our
201648Table
of
Contentscapital
expenditures
will
be
used
to
build
out
residential
broadband
and
IPTV
networks
for
troops
stationed
on
military
bases
pursuant
to
our
contracts
with
theU.S.
government
and
upgrading
our
Wi-Fi
networks
at
our
managed
and
operated
venues.
The
investment
of
these
resources
will
occur
in
advance
of
experiencingany
direct
benefit
from
them
including
generation
of
revenues.
The
U.S.
government
may
modify,
curtail
or
terminate
its
contracts
with
us,
either
at
itsconvenience
or
for
default
based
on
performance.
Any
such
modification,
curtailment,
or
termination
of
one
or
more
of
our
government
contracts
could
have
amaterial
adverse
effect
on
our
earnings,
cash
flow
and/or
financial
position.
We
may
also
enter
into
acquisitions
of
complementary
businesses,
applications
ortechnologies,
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.







The
following
table
sets
forth
cash
flow
data
for
the
periods
indicated
therein:Net
Cash
Provided
by
Operating
Activities







In
2015,
we
generated
$98.6
million
of
net
cash
from
operating
activities,
an
increase
of
$77.4
million
from
2014.
The
increase
is
primarily
due
to
a$68.1
million
change
in
our
operating
assets
and
liabilities,
a
$10.7
million
increase
in
depreciation
and
amortization
expenses,
a
$2.2
million
increase
in
stock-based
compensation
expenses,
and
a
$0.7
million
change
in
fair
value
of
our
contingent
consideration
liabilities.
The
increases
were
partially
offset
by
the$3.4
million
increase
in
our
net
loss
and
the
$0.7
million
decrease
in
impairment
losses.







In
2014,
we
generated
$21.2
million
of
net
cash
from
operating
activities,
an
increase
of
$0.5
million
from
2013.
The
increase
was
primarily
due
to
a$16.6
million
increase
in
accrued
expenses
and
other
liabilities
and
deferred
revenue
in
2014
compared
to
a
$1.9
million
decrease
in
2013,
a
$10.0
million
increasein
depreciation
and
amortization
expenses
in
2014,
a
$2.7
million
increase
in
stock-based
compensation
expenses
in
2014,
and
a
$1.0
million
impairment
loss
in2014.
The
increases
were
partially
offset
by
a
$15.4
million
increase
in
our
net
loss
including
non-controlling
interests
from
the
prior
year,
a
$9.0
million
largerincrease
in
accounts
receivable
in
2014
compared
to
2013,
a
$1.9
million
increase
in
prepaid
expenses
and
other
assets
in
2014
compared
to
a
$1.6
million
decreasein
2013,
a
$2.0
million
larger
decrease
in
accounts
payable
in
2014
compared
to
2013,
a
$1.1
million
decrease
in
the
change
in
deferred
tax
assets,
and
a$0.4
million
increase
in
the
change
in
fair
value
of
contingent
consideration.







In
2013,
we
generated
$20.7
million
of
net
cash
from
operating
activities,
a
decrease
of
$3.9
million
from
2012.
The
decrease
was
primarily
due
to
an$11.0
million
decrease
in
our
net
income
including
non-controlling
interests
from
the
prior
year
and
a
$1.9
million
decrease
in
excess
windfall
tax
benefits
fromstock
option
exercises.
The
decreases
were
partially
offset
by
a
$4.1
million
increase
in
depreciation
and
amortization
expenses
in
2013,
a
$1.6
million
decrease
inprepaids
and
other
assets
in
2013
compared
to
a
$0.3
million
increase
in
prepaids
and
other
assets
in
2012,
a
$1.8
million
increase
in
stock-based
compensationexpenses
in
2013,
and
a
$1.2
million
smaller
decrease
in
accrued
expenses
and
other
liabilities
in
2013
compared
to
2012.49


Year
Ended
December
31,



2015
2014
2013



(in
thousands)

Net
cash
provided
by
operating
activities
$98,575
$21,207
$20,671
Net
cash
used
in
investing
activities

(101,502)
(39,199)
(40,403)Net
cash
provided
by
(used
in)
financing
activities

8,843

(480)
(11,068)Table
of
ContentsNet
Cash
Used
in
Investing
Activities







In
2015,
we
used
$101.5
million
in
investing
activities,
an
increase
of
$62.3
million
from
2014.
This
increase
is
primarily
due
to
a
$32.2
million
increase
inpurchases
of
property
and
equipment
and
a
$29.7
million
decrease
in
cash
provided
by
net
proceeds
from
sales
of
marketable
securities.







In
2014,
we
used
$39.2
million
in
investing
activities,
a
decrease
of
$1.2
million
from
2013.
The
decrease
was
primarily
due
to
a
$22.8
million
increase
incash
received
from
net
sales
of
marketable
securities
in
2014
compared
to
2013,
a
$19.3
million
decrease
in
cash
used
in
acquisitions
in
2014
compared
to
2013,and
a
$0.5
million
decrease
in
restricted
cash.
The
decreases
were
partially
offset
by
a
$41.4
million
increase
in
purchases
of
property
and
equipment
in
2014compared
to
2013.







In
2013,
we
used
$40.4
million
in
investing
activities,
a
decrease
of
$22.1
million
from
2012.
The
decrease
was
primarily
due
to
$8.6
million
of
cash
receivedfrom
net
sales
of
marketable
securities
in
2013
compared
to
$41.6
million
of
cash
used
in
net
purchases
of
marketable
securities
in
2012.
The
decrease
was
offsetby
an
$11.5
million
increase
in
purchases
of
property
and
equipment
in
2013
compared
to
2012
and
$19.5
million
in
net
cash
payments
made
for
our
acquisitionsof
Endeka
and
AWG
in
2013
compared
to
the
$3.2
million
of
cash
payments
made
for
our
acquisition
of
Cloud
9
in
2012.Net
Cash
Provided
by
Financing
Activities







In
2015,
we
received
$8.8
million
of
cash
provided
by
financing
activities
compared
to
$0.5
million
in
cash
used
in
financing
activities
in
2014.
This
change
isprimarily
due
to
the
$11.5
million
increase
in
net
proceeds
from
our
Credit
Facility,
a
$1.2
million
decrease
in
acquisition
related
payments,
a
$0.6
million
decreasein
deferred
financing
costs,
and
a
$0.2
million
increase
in
proceeds
from
exercise
of
stock
options.
These
changes
were
partially
offset
by
$1.6
million
of
holdbackconsideration
payments
made
to
the
previous
AWG
shareholders,
$1.1
million
in
payments
to
acquire
the
remaining
non-controlling
interests
in
ConcourseCommunications
Detroit,
LLC
from
the
non-controlling
interest
owners,
a
$0.6
million
increase
in
cash
used
to
pay
federal,
state,
and
local
employment
payrolltaxes
related
to
our
RSUs
that
vested
during
the
period,
and
$0.9
million
in
repayments
made
on
our
Term
Loan
during
2015.







In
2014,
we
used
$0.5
million
in
financing
activities,
a
decrease
of
$10.6
million
from
2013.
The
decrease
was
primarily
due
to
$10.9
million
of
cash
used
torepay
notes
payable
and
other
financed
liabilities
that
were
assumed
in
our
acquisition
of
Endeka
and
cash
used
to
repurchase
shares
of
our
common
stock
in
theopen
market
in
2013
that
did
not
recur
in
2014,
$2.8
million
of
proceeds
received
from
our
Credit
Facility,
net
of
deferred
financing
costs
that
were
paid,
and
a$0.5
million
increase
in
proceeds
from
the
exercise
of
stock
options
in
2014
compared
to
2013.
The
decreases
were
partially
offset
by
a
$1.9
million
increase
incash
used
to
pay
minimum
statutory
taxes
related
to
our
time-based
RSUs
that
vested
during
2014,
$1.3
million
of
cash
used
to
pay
continent
liabilities
and
otheracquisition
related
consideration
during
2014,
and
a
$0.4
million
increase
in
cash
paid
for
capital
leases
and
notes
payable.







In
2013,
we
used
$11.1
million
in
financing
activities
compared
to
cash
provided
by
financing
activities
of
$2.1
million
in
2012.
The
change
was
primarilydue
to
$6.1
million
of
cash
used
to
repay
notes
payable
and
other
financed
liabilities
that
were
assumed
in
our
acquisition
of
Endeka
in
2013,
the
$4.8
million
ofcash
used
to
repurchase
and
retire
approximately
722,000
shares
of
our
common
stock
in
the
open
market
under
our
stock
repurchase
program
at
an
average
priceper
share
of
$6.68
in
2013,
and
a
$2.0
million
decrease
in
proceeds
from
the
exercise
of
stock
options
in
2013
compared
to
2012.50Table
of
ContentsContractual
Obligations
and
Commitments







The
following
table
sets
forth
our
contractual
obligations
and
commitments
as
of
December
31,
2015: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
sheetarrangements
or
other
contractually
narrow
or
limited
purposes.Transactions
with
Related
Parties







Under
our
Audit
Committee
charter,
our
Audit
Committee
is
responsible
for
reviewing
and
approving
all
related
party
transactions
on
a
quarterly
basis.
Inaddition,
our
Board
of
Directors
determines
annually
whether
any
related
party
relationships
exist
among
the
directors
which
would
interfere
with
the
judgment
ofindividual
directors
in
carrying
out
his
responsibilities
as
director.51


Payments
Due
By
Period



Total
Less
than
1
Year
2
-
3
Years
4
-
5
Years
More
than
5
Years



(in
thousands)

Venue
revenue
share
minimums(1)
$43,148
$9,297
$13,921
$8,108
$11,822
Operating
leases
for
office
space(2)

32,397

2,239

6,077

6,126

17,955
Open
purchase
commitments(3)

12,338

12,338

—

—

—
Credit
Facility(4)

17,625

875

16,750

—

—
Capital
leases
for
equipment
and
software(5)

3,850

1,610

2,240

—

—
Unrecognized
tax
benefits(6)

229

229

—

—

—
Notes
payable(7)

150

96

54

—

—
Total
$109,737
$26,684
$39,042
$14,234
$29,777
(1)Payments
under
exclusive
long-term,
non-cancellable
contracts
to
provide
wireless
communications
network
access
to
venues
such
asairports.
Expense
is
recorded
on
a
straight-line
basis
over
the
term
of
the
lease.
(2)Office
space
under
non-cancellable
operating
leases.
(3)Open
purchase
commitments
are
for
the
purchase
of
property
and
equipment,
supplies
and
services.
They
are
not
recorded
as
liabilities
onour
consolidated
balance
sheet
as
of
December
31,
2015
as
we
have
not
received
the
related
goods
or
services.
(4)Long-term
debt
associated
with
our
Credit
Agreement
with
Bank
of
America
N.A.
Payments
are
based
on
contractual
terms
and
intendedtiming
of
repayments
of
long-term
debt.
(5)Leased
equipment,
primarily
for
data
communication
and
database
software,
under
non-cancellable
capital
leases.
(6)The
unrecognized
tax
benefits
are
related
to
uncertain
tax
positions
taken
in
our
income
tax
return
that
would
impact
the
effective
tax
rateor
additional
paid-in
capital,
if
recognized
(refer
to
Note
12
to
the
accompanying
consolidated
financial
statements
included
in
Part
II,Item
8).
(7)Notes
payable
assumed
in
our
acquisition
of
Endeka
in
2013.Table
of
ContentsInflation







Inflationary
factors
have
not
had
a
significant
effect
on
our
performance
over
the
past
several
years.
A
significant
increase
in
inflation
may
affect
our
futureperformance
since
we
may
not
be
able
to
recover
the
increases
in
our
costs
with
similar
increases
in
our
prices.Item
7A.



Quantitative
and
Qualitative
Disclosures
About
Market
Risk








We
are
exposed
to
various
market
risks
including:
(i)
interest
rate
risk
and
(ii)
currency
exchange
rate
risk.
The
risk
of
loss
is
assessed
based
on
the
likelihoodof
adverse
changes
in
fair
values,
cash
flows
or
future
earnings.        Interest rate risk. 



Our
Revolving
Line
of
Credit
and
Term
Loan
bears,
at
the
Company's
election,
interest
at
a
variable
interest
rate
of
LIBOR
plus
2.5%
-3.5%
or
Lender's
Prime
Rate
plus
1.5%
-
2.5%
per
year.
The
interest
rate
on
the
Term
Loan
resets
at
the
end
of
each
three
month
period.
Our
use
of
variable
ratedebt
exposes
us
to
interest
rate
risk.
A
100
basis
point
increase
in
the
LIBOR
or
Lender's
Prime
Rate
as
of
December
31,
2015
would
not
have
a
material
impact
onnet
loss
and
cash
flow.        Foreign currency exchange rate risk. 



We
are
exposed
to
foreign
currency
exchange
rate
risk
inherent
in
conducting
business
globally
in
numerouscurrencies,
of
which
the
most
significant
to
our
operations
for
the
year
ended
December
31,
2015
was
the
Brazilian
Real.
We
are
primarily
exposed
to
foreigncurrency
fluctuations
related
to
the
operations
of
our
subsidiary
in
Brazil
whose
financial
statements
are
not
denominated
in
the
U.S.
Dollar.
Our
foreign
operationsare
not
material
to
our
operations
as
a
whole.
As
such,
we
currently
do
not
enter
into
currency
forward
exchange
or
option
contracts
to
hedge
foreign
currencyexposures.Item
8.



Financial
Statements
and
Supplementary
Data








The
information
required
by
this
Item
is
included
in
Part
IV,
Items
15(a)(1)
and
(2)
of
this
Annual
Report
on
Form
10-K.Item
9.



Changes
in
and
Disagreements
with
Accountants
on
Accounting
and
Financial
Disclosure








None.Item
9A.



Controls
and
Procedures
Disclosure
Controls
and
Procedures







The
Company
maintains
a
system
of
disclosure
controls
and
procedures
that
are
designed
to
provide
reasonable
assurance
that
information
required
to
bedisclosed
in
the
reports
that
the
Company
files
or
submits
under
the
Securities
Exchange
Act
of
1934,
as
amended,
or
the
Exchange
Act,
is
processed,
recorded,summarized
and
reported
within
the
time
periods
specified
in
the
Securities
and
Exchange
Commission's
rules
and
forms.
These
disclosure
controls
and
proceduresinclude,
among
other
processes,
controls
and
procedures
designed
to
ensure
that
information
required
to
be
disclosed
in
the
reports
that
the
Company
files
orsubmits
under
the
Exchange
Act
is
accumulated
and
communicated
to
management,
including
our
Chief
Executive
Officer
and
Chief
Financial
Officer
(ourprincipal
executive
officer
and
principal
financial
officer,
respectively),
as
appropriate,
to
allow
for
timely
decisions
regarding
required
disclosure.







The
Company
carried
out
an
evaluation,
under
the
supervision
and
with
the
participation
of
management,
including
our
Chief
Executive
Officer
and
ChiefFinancial
Officer,
of
the
effectiveness
of
the
design
and
operation
of
our
disclosure
controls
and
procedures
as
of
December
31,
2015
pursuant
to
Exchange
ActRule
13a-15.
Based
upon
that
evaluation,
the
Company's
Chief
Executive
Officer
and52Table
of
ContentsChief
Financial
Officer
have
concluded
that
the
Company's
disclosure
controls
and
procedures,
as
defined
in
Exchange
Act
Rule
13a-15(e)
and
15d-15(e),
wereeffective
as
of
the
end
of
the
period
covered
by
this
Annual
Report.Management's
Report
on
Internal
Control
over
Financial
Reporting







Management
is
responsible
for
establishing
and
maintaining
adequate
internal
control
over
financial
reporting
at
the
Company.
Our
internal
control
overfinancial
reporting
is
a
process
designed
under
the
supervision
of
our
Chief
Executive
Officer
and
Chief
Financial
Officer
to
provide
reasonable
assuranceregarding
the
reliability
of
financial
reporting
and
the
preparation
of
the
Company's
financial
statements
for
external
reporting
purposes
in
accordance
with
GAAP.A
company's
internal
control
over
financial
reporting
includes
those
policies
and
procedures
that:•pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately
and
fairly
reflect
the
transactions
and
dispositions
of
the
assets
of
theCompany;
•provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
of
financial
statements
in
accordance
with
GAAP,and
that
receipts
and
expenditures
of
the
Company
are
being
made
only
in
accordance
with
authorizations
of
management
and
the
directors
of
theCompany;
and
•provide
reasonable
assurance
regarding
prevention
or
timely
detection
of
unauthorized
acquisition,
use
or
disposition
of
the
Company's
assets
thatcould
have
a
material
effect
on
the
financial
statements.







Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
ofeffectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
withthe
policies
or
procedures
may
deteriorate.







Under
the
supervision
and
with
the
participation
of
management,
including
the
certifying
officers,
the
Company
conducted
an
evaluation
of
the
effectivenessof
the
Company's
internal
control
over
financial
reporting
as
of
December
31,
2015
based
on
the
framework
in
Internal Control—Integrated Framework (2013)issued
by
the
Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission
(COSO).
Management's
assessment
included
an
evaluation
of
the
design
ofthe
Company's
internal
control
over
financial
reporting
and
testing
of
the
operational
effectiveness
of
its
internal
control
over
financial
reporting.







Based
on
this
assessment,
management
determined
that,
as
of
December
31,
2015,
the
Company
maintained
effective
internal
control
over
financial
reporting.The
registered
public
accounting
firm
that
audited
the
consolidated
financial
statements
included
in
this
Annual
Report
has
also
issued
an
audit
report
on
theCompany's
internal
control
over
financial
reporting.
The
Report
of
Independent
Registered
Public
Accounting
Firm
is
filed
with
this
Annual
Report
on
Form
10-Kin
a
separate
section
following
Part
IV,
as
shown
on
the
index
under
Item
15
of
this
Annual
Report.Changes
in
Internal
Control
over
Financial
Reporting







There
have
been
no
changes
in
the
Company's
internal
control
over
financial
reporting
(as
defined
by
Exchange
Act
Rule
13a-15(f)
and
15d-15(f))
that
havematerially
affected,
or
are
reasonably
likely
to
materially
affect,
the
Company's
internal
control
over
financial
reporting
during
the
quarter
ended
December
31,2015.Item
9B.



Other
Information








None.53Table
of
ContentsPART
III
Item
10.



Directors,
Executive
Officers
and
Corporate
Governance








The
information
required
by
Item
10
will
be
included
in
the
Company's
definitive
Proxy
Statement
under
the
caption
"Directors,
Executive
Officers
andCorporate
Governance"
and
"Section
16(a)
Beneficial
Ownership
Reporting
Compliance,"
to
be
filed
with
the
Commission
within
120
days
after
the
end
of
fiscalyear
2015
pursuant
to
Regulation
14A,
which
information
is
incorporated
herein
by
this
reference.Item
11.



Executive
Compensation








The
Company
maintains
employee
benefit
plans
and
programs
in
which
its
executive
officers
are
participants.
Copies
of
certain
of
these
plans
and
programsare
set
forth
or
incorporated
by
reference
as
Exhibits
to
this
report.
Information
required
by
Item
11
will
be
included
in
the
Company's
definitive
Proxy
Statementunder
the
captions
"Director
Compensation,"
"Executive
Compensation,"
"Compensation
Discussion
and
Analysis,"
and
"Directors,
Executive
Officers
andCorporate
Governance,"
to
be
filed
with
the
Commission
within
120
days
after
the
end
of
fiscal
year
2015
pursuant
to
Regulation
14A,
which
information
isincorporated
herein
by
this
reference.Item
12.



Security
Ownership
of
Certain
Beneficial
Owners
and
Management
and
Related
Stockholder
Matters








The
information
required
by
Item
12
will
be
included
in
the
Company's
definitive
Proxy
Statement
under
the
caption
"Security
Ownership
of
CertainBeneficial
Owners
and
Management,"
to
be
filed
with
the
Commission
within
120
days
after
the
end
of
fiscal
year
2015
pursuant
to
Regulation
14A,
whichinformation
is
incorporated
herein
by
this
reference.
The
information
required
to
be
disclosed
by
Item
201(d)
of
Regulation
S-K
regarding
our
equity
securitiesauthorized
for
issuance
under
our
equity
incentive
plans
is
incorporated
herein
by
reference
to
the
section
entitled
"Securities
Authorized
for
Issuance
under
EquityCompensation
Plans"
in
our
definitive
Proxy
Statement
for
our
Annual
Meeting
of
Stockholders
to
be
filed
with
the
Commission
within
120
days
after
the
end
offiscal
year
2015
pursuant
to
Regulation
14A.Item
13.



Certain
Relationships
and
Related
Transactions,
and
Director
Independence








The
information
required
by
Item
13
of
Form
10-K
regarding
transactions
with
related
persons,
promoters
and
certain
control
persons,
if
any,
will
be
includedin
the
Company's
definitive
Proxy
Statement
under
the
caption
"Certain
Relationships
and
Related
Party
Transactions"
to
be
filed
with
the
Commission
within120
days
after
the
end
of
fiscal
year
2015
pursuant
to
Regulation
14A,
which
information
is
incorporated
herein
by
this
reference.
The
information
required
byItem
13
of
Form
10-K
regarding
director
independence
will
be
included
in
the
Company's
definitive
Proxy
Statement
under
the
caption
"Directors,
ExecutiveOfficers
and
Corporate
Governance—Corporate
Governance
and
Board
Matters—Independence
of
the
Board
of
Directors,"
to
be
filed
with
the
Commission
within120
days
after
the
end
of
fiscal
year
2015
pursuant
to
Regulation
14A,
which
information
is
incorporated
herein
by
this
reference.Item
14.



Principal
Accounting
Fees
and
Services








The
information
required
by
Item
14
will
be
included
in
the
Company's
definitive
Proxy
Statement
under
the
caption
"Independent
Registered
PublicAccounting
Firm"
to
be
filed
with
the
Commission
within
120
days
after
the
end
of
fiscal
year
2015
pursuant
to
Regulation
14A,
which
information
is
incorporatedherein
by
this
reference.54Table
of
ContentsPART
IV
Item
15.



Exhibits







(a)


The
following
documents
are
filed
as
part
of,
or
incorporated
by
reference
into,
this
Annual
Report
on
Form
10-K:







(1)(2)


Financial Statements. 



The
following
consolidated
financial
statements
of
Boingo
Wireless,
Inc.,
and
Report
of
Independent
RegisteredPublic
Accounting
Firm
are
included
in
a
separate
section
of
this
Annual
Report
on
Form
10-K
beginning
on
page
F-1.
The
Exhibits
begin
on
page
F-33.55Table
of
ContentsINDEX
TO
CONSOLIDATED
FINANCIAL
STATEMENTS







All
schedules
are
omitted
because
they
are
not
applicable
or
the
required
information
is
shown
in
the
Company's
consolidated
financial
statements
or
therelated
notes
thereto.F-1


Page
Report
of
Independent
Registered
Public
Accounting
Firm

F-2
Consolidated
Balance
Sheets

F-3
Consolidated
Statements
of
Operations

F-4
Consolidated
Statements
of
Comprehensive
Income
(Loss)

F-5
Consolidated
Statements
of
Stockholders'
Equity

F-6
Consolidated
Statements
of
Cash
Flows

F-7
Notes
to
the
Consolidated
Financial
Statements

F-8
Table
of
ContentsREPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRM
To
the
Board
of
Directors
and
Stockholders
of
Boingo
Wireless,
Inc.







In
our
opinion,
the
accompanying
consolidated
balance
sheets
and
the
related
consolidated
statements
of
operations,
comprehensive
income
(loss),stockholders'
equity
and
cash
flows
present
fairly,
in
all
material
respects,
the
financial
position
of
Boingo
Wireless,
Inc.
and
its
subsidiaries
("Company")
atDecember
31,
2015
and
2014,
and
the
results
of
their
operations
and
their
cash
flows
for
each
of
the
three
years
in
the
period
ended
December
31,
2015
inconformity
with
accounting
principles
generally
accepted
in
the
United
States
of
America.
Also
in
our
opinion,
the
Company
maintained,
in
all
material
respects,effective
internal
control
over
financial
reporting
as
of
December
31,
2015,
based
on
criteria
established
in
Internal Control—Integrated Framework (2013) issuedby
the
Committee
of
Sponsoring
Organizations
of
the
Treadway
Commission
(COSO).
The
Company's
management
is
responsible
for
these
financial
statements,for
maintaining
effective
internal
control
over
financial
reporting
and
for
its
assessment
of
the
effectiveness
of
internal
control
over
financial
reporting,
included
inManagement's
Report
on
Internal
Control
over
Financial
Reporting
appearing
under
Item
9A.
Our
responsibility
is
to
express
opinions
on
these
financialstatements
and
on
the
Company's
internal
control
over
financial
reporting
based
on
our
integrated
audits.
We
conducted
our
audits
in
accordance
with
the
standardsof
the
Public
Company
Accounting
Oversight
Board
(United
States).
Those
standards
require
that
we
plan
and
perform
the
audits
to
obtain
reasonable
assuranceabout
whether
the
financial
statements
are
free
of
material
misstatement
and
whether
effective
internal
control
over
financial
reporting
was
maintained
in
allmaterial
respects.
Our
audits
of
the
financial
statements
included
examining,
on
a
test
basis,
evidence
supporting
the
amounts
and
disclosures
in
the
financialstatements,
assessing
the
accounting
principles
used
and
significant
estimates
made
by
management,
and
evaluating
the
overall
financial
statement
presentation.Our
audit
of
internal
control
over
financial
reporting
included
obtaining
an
understanding
of
internal
control
over
financial
reporting,
assessing
the
risk
that
amaterial
weakness
exists,
and
testing
and
evaluating
the
design
and
operating
effectiveness
of
internal
control
based
on
the
assessed
risk.
Our
audits
also
includedperforming
such
other
procedures
as
we
considered
necessary
in
the
circumstances.
We
believe
that
our
audits
provide
a
reasonable
basis
for
our
opinions.







A
company's
internal
control
over
financial
reporting
is
a
process
designed
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
andthe
preparation
of
financial
statements
for
external
purposes
in
accordance
with
generally
accepted
accounting
principles.
A
company's
internal
control
overfinancial
reporting
includes
those
policies
and
procedures
that
(i)
pertain
to
the
maintenance
of
records
that,
in
reasonable
detail,
accurately
and
fairly
reflect
thetransactions
and
dispositions
of
the
assets
of
the
company;
(ii)
provide
reasonable
assurance
that
transactions
are
recorded
as
necessary
to
permit
preparation
offinancial
statements
in
accordance
with
generally
accepted
accounting
principles,
and
that
receipts
and
expenditures
of
the
company
are
being
made
only
inaccordance
with
authorizations
of
management
and
directors
of
the
company;
and
(iii)
provide
reasonable
assurance
regarding
prevention
or
timely
detection
ofunauthorized
acquisition,
use,
or
disposition
of
the
company's
assets
that
could
have
a
material
effect
on
the
financial
statements.







Because
of
its
inherent
limitations,
internal
control
over
financial
reporting
may
not
prevent
or
detect
misstatements.
Also,
projections
of
any
evaluation
ofeffectiveness
to
future
periods
are
subject
to
the
risk
that
controls
may
become
inadequate
because
of
changes
in
conditions,
or
that
the
degree
of
compliance
withthe
policies
or
procedures
may
deteriorate./s/
PricewaterhouseCoopers
LLP
Los
Angeles,
California
March
11,
2016F-2Table
of
ContentsBoingo
Wireless,
Inc.
Consolidated
Balance
Sheets
(In
thousands,
except
per
share
amounts)



The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.F-3


December
31,



2015
2014
Assets






Current
assets:






Cash
and
cash
equivalents
$14,718
$8,849
Marketable
securities

—

1,614
Accounts
receivable,
net

43,552

27,917
Prepaid
expenses
and
other
current
assets

3,876

3,916
Total
current
assets

62,146

42,296
Property
and
equipment,
net

214,500

111,772
Goodwill

42,403

42,403
Intangible
assets,
net

16,055

19,676
Other
assets

5,908

2,468
Total
assets
$341,012
$218,615
Liabilities
and
stockholders'
equity






Current
liabilities:






Accounts
payable
$29,376
$4,004
Accrued
expenses
and
other
liabilities

36,328

26,109
Deferred
revenue

25,759

25,488
Current
portion
of
long-term
debt

875

875
Current
portion
of
capital
leases

1,610

309
Total
current
liabilities

93,948

56,785
Deferred
revenue,
net
of
current
portion

106,825

27,267
Long-term
debt

16,750

2,625
Long-term
portion
of
capital
leases

2,217

381
Deferred
tax
liabilities

2,965

2,645
Other
liabilities

6,272

1,482
Total
liabilities

228,977

91,185
Commitments
and
contingencies
(Note
13)






Stockholders'
equity:






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

—

—
Common
stock,
$0.0001
par
value;
100,000
shares
authorized;
37,325
and
36,267
shares
issuedand
outstanding
for
2015
and
2014,
respectively

4

4
Additional
paid-in
capital

197,612

189,725
Accumulated
deficit

(85,176)
(62,884)Accumulated
other
comprehensive
loss

(1,160)
(443)Total
common
stockholders'
equity

111,280

126,402
Non-controlling
interests

755

1,028
Total
stockholders'
equity

112,035

127,430
Total
liabilities
and
stockholders'
equity
$341,012
$218,615
Table
of
ContentsBoingo
Wireless,
Inc.
Consolidated
Statements
of
Operations
(In
thousands,
except
per
share
amounts)



The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.F-4


For
the
Years
Ended
December
31,



2015
2014
2013
Revenue
$139,626
$119,297
$106,746
Costs
and
operating
expenses:









Network
access

62,988

59,411

47,245
Network
operations

33,537

25,475

18,402
Development
and
technology

19,147

14,879

11,432
Selling
and
marketing

19,653

16,382

14,244
General
and
administrative

22,356

17,460

15,067
Amortization
of
intangible
assets

3,576

3,716

2,250
Total
costs
and
operating
expenses

161,257

137,323

108,640
Loss
from
operations

(21,631)
(18,026)
(1,894)Interest
and
other
(expense)
income,
net

(66)
(41)
37
Loss
before
income
taxes

(21,697)
(18,067)
(1,857)Income
tax
expense

481

700

1,461
Net
loss

(22,178)
(18,767)
(3,318)Net
income
attributable
to
non-controlling
interests

114

754

650
Net
loss
attributable
to
common
stockholders
$(22,292)$(19,521)$(3,968)Net
loss
per
share
attributable
to
common
stockholders:









Basic
$(0.60)$(0.55)$(0.11)Diluted
$(0.60)$(0.55)$(0.11)Weighted
average
shares
used
in
computing
net
loss
per
share
attributable
to
commonstockholders:









Basic

36,849

35,753

35,578
Diluted

36,849

35,753

35,578
Table
of
ContentsBoingo
Wireless,
Inc.
Consolidated
Statements
of
Comprehensive
Income
(Loss)
(In
thousands)



The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.F-5


For
the
Years
Ended
December
31,



2015
2014
2013
Net
loss
$(22,178)$(18,767)$(3,318)Other
comprehensive
loss,
net
of
tax:









Foreign
currency
translation
adjustments

(604)
(411)
—
Comprehensive
loss

(22,782)
(19,178)
(3,318)Comprehensive
income
attributable
to
non-controlling
interest

227

786

650
Comprehensive
loss
attributable
to
common
stockholders
$(23,009)$(19,964)$(3,968)Table
of
ContentsBoingo
Wireless,
Inc.
Consolidated
Statements
of
Stockholders'
Equity
(In
thousands)



The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.F-6


Common
Stock
Shares
Common
Stock
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Non-
controlling
Interest
Total
Stockholder's
Equity
Balance
at
December
31,2012

35,483
$4
$178,219
$(34,547)$—
$823
$144,499
Issuance
of
common
stockunder
stock
incentive
plans

465

—

599

—

—

—

599
Repurchase
and
retirement
ofcommon
stock

(722)
—

—

(4,848)
—

—

(4,848)Stock-based
compensationexpense

—

—

4,506

—

—

—

4,506
Deficient
tax
benefits
fromstock-based
compensation

—

—

(397)
—

—

—

(397)Non-controlling
interestdistributions

—

—

—

—

—

(608)
(608)Net
loss

—

—

—

(3,968)
—

650

(3,318)Balance
at
December
31,2013

35,226

4

182,927

(43,363)
—

865

140,433
Issuance
of
common
stockunder
stock
incentive
plans

1,041

—

1,158

—

—

—

1,158
Shares
withheld
for
taxes

—

—

(1,922)
—

—

—

(1,922)Stock-based
compensationexpense

—

—

7,562

—

—

—

7,562
Non-controlling
interestdistributions

—

—

—

—

—

(623)
(623)Net
loss

—

—

—

(19,521)
—

754

(18,767)Other
comprehensive
loss

—

—

—

—

(443)
32

(411)Balance
at
December
31,2014

36,267

4

189,725

(62,884)
(443)
1,028

127,430
Issuance
of
common
stockunder
stock
incentive
plans

1,058

—

1,373

—

—

—

1,373
Shares
withheld
for
taxes

—

—

(2,512)
—

—

—

(2,512)Stock-based
compensationexpense

—

—

10,176

—

—

—

10,176
Purchase
of
non-controllinginterest

—

—

(1,150)
—

—

—

(1,150)Non-controlling
interestdistributions

—

—

—

—

—

(500)
(500)Net
loss

—

—

—

(22,292)
—

114

(22,178)Other
comprehensive
loss

—

—

—

—

(717)
113

(604)Balance
at
December
31,2015

37,325
$4
$197,612
$(85,176)$(1,160)$755
$112,035
Table
of
ContentsBoingo
Wireless,
Inc.
Consolidated
Statements
of
Cash
Flows
(In
thousands)



The
accompanying
notes
are
an
integral
part
of
these
consolidated
financial
statements.F-7


For
the
Years
Ended
December
31,



2015
2014
2013
Cash
flows
from
operating
activities









Net
loss
$(22,178)$(18,767)$(3,318)Adjustments
to
reconcile
net
loss
including
non-controlling
interests
to
net
cash
provided
by
operating
activities:









Depreciation
and
amortization
of
property
and
equipment

38,293

27,446

18,940
Amortization
of
intangible
assets

3,576

3,716

2,250
Impairment
loss

242

959

—
Stock-based
compensation

9,398

7,164

4,506
Excess
tax
benefits
from
stock-based
compensation

—

—

(55)Change
in
fair
value
of
contingent
consideration

(114)
(811)
(367)Change
in
deferred
income
taxes

320

468

1,615
Changes
in
operating
assets
and
liabilities,
net
of
effect
of
acquisition:









Accounts
receivable

(15,746)
(11,392)
(2,403)Prepaid
expenses
and
other
assets

(3,459)
(1,935)
1,648
Accounts
payable

3,845

(2,252)
(242)Accrued
expenses
and
other
liabilities

4,569

4,739

(1,307)Deferred
revenue

79,829

11,872

(596)Net
cash
provided
by
operating
activities

98,575

21,207

20,671
Cash
flows
from
investing
activities









Decrease
in
restricted
cash

—

545

—
Purchases
of
marketable
securities

—

(27,163)
(33,430)Proceeds
from
sales
of
marketable
securities

1,614

58,511

42,026
Purchases
of
property
and
equipment

(103,116)
(70,945)
(29,500)Payments
for
business
acquisitions,
net
of
cash
acquired

—

(147)
(19,459)Other

—

—

(40)Net
cash
used
in
investing
activities

(101,502)
(39,199)
(40,403)Cash
flows
from
financing
activities









Proceeds
from
credit
facility

20,000

3,500

—
Principal
payments
on
debt

(5,875)
—

—
Debt
issuance
costs

(62)
(711)
—
Proceeds
from
exercise
of
stock
options

1,373

1,158

614
Repurchase
and
retirement
of
common
stock

—

—

(4,848)Excess
tax
benefits
from
stock-based
compensation

—

—

55
Payments
of
capital
leases
and
notes
payable

(814)
(627)
(187)Payments
of
acquired
notes
payable
and
financed
liabilities

—

—

(6,079)Payment
of
holdback
consideration

(1,600)
—

—
Payment
of
other
acquisition
related
consideration

(17)
(1,255)
—
Payments
of
withholding
tax
on
net
issuance
of
restricted
stock
units

(2,512)
(1,922)
(15)Payments
to
non-controlling
interest

(500)
(623)
(608)Purchase
of
non-controlling
interests

(1,150)
—

—
Net
cash
provided
by
(used
in)
financing
activities

8,843

(480)
(11,068)Effect
of
exchange
rates
on
cash.


(47)
(17)
—
Net
decrease
in
cash
and
cash
equivalents

5,869

(18,489)
(30,800)Cash
and
cash
equivalents
at
beginning
of
year

8,849

27,338

58,138
Cash
and
cash
equivalents
at
end
of
year
$14,718
$8,849
$27,338
Supplemental
disclosure
of
cash
flow
information









Cash
paid
for
interest
$347
$33
$32
Cash
paid
(received)
for
taxes,
net
of
refunds
$62
$(53)$96
Supplemental
disclosure
of
non-cash
investing
and
financing
activities









Property
and
equipment
costs
in
accounts
payable,
accrued
expenses
and
other
liabilities
$45,417
$11,647
$10,283
Acquisition
of
equipment
under
capital
leases
$3,839
$361
$—
Assets
acquired
in
business
acquisition
$—
$—
$39,794
Liabilities
assumed
in
business
acquisition
$—
$—
$16,151
Table
of
ContentsBoingo
Wireless,
Inc.
Notes
to
the
Consolidated
Financial
Statements
(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
forsmartphones,
tablets,
laptops,
wearables,
internet
of
things
("IoT")
and
other
wireless-enabled
consumer
devices.
Boingo
Wireless,
Inc.
was
incorporated
inApril
16,
2001
in
the
State
of
Delaware.
We
have
a
diverse
monetization
model
that
enables
us
to
generate
revenues
from
wholesale
partnerships,
retail
sales,
andadvertising
across
these
wireless
networks.
Wholesale
offerings
include
Wi-Fi
roaming,
value-added
services,
private
label
Wi-Fi,
location
based
services,
anddistributed
antenna
systems
("DAS")
or
femto-cells,
which
are
cellular
extension
networks.
Retail
products
include
Wi-Fi
subscriptions
and
day
passes
that
provideaccess
to
more
than
1.5
million
commercial
hotspots
worldwide,
and
broadband
and
TV
services
for
troops
living
in
Army,
Air
Force
and
Marines
bases.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
largestcarriers,
telecommunications
service
providers
and
global
consumer
brands,
as
well
as
Internet
savvy
consumers
on
the
go
and
troops
stationed
at
military
bases.2.
Summary
of
significant
accounting
policiesBasis
of
presentation
and
consolidation







Our
consolidated
financial
statements
have
been
prepared
in
accordance
with
accounting
principles
generally
accepted
in
the
United
States
of
America("GAAP").







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







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







We
early
adopted
FASB
Accounting
Standards
Update,
("ASU")
2015-17,
Balance Sheet Classification of Deferred Taxes ,
on
a
retrospective
basis
as
ofDecember
31,
2015.
As
a
result
of
this
adoption,
the
consolidated
balance
sheet
as
of
December
31,
2014
has
been
revised
to
reflect
reclassifications
of
$787
fromcurrent
deferred
tax
assets
to
noncurrent
deferred
tax
liabilities.







During
the
year
ended
December
31,
2013,
the
Company
recorded
certain
out-of-period
adjustments
that
decreased
net
loss
attributable
to
commonstockholders
by
$217.
The
impact
of
these
out-of-period
adjustments
is
not
considered
material,
individually
and
in
the
aggregate,
to
any
of
the
current
or
priorannual
periods.F-8Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)Use
of
estimates







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







Financial
instruments
that
potentially
subject
us
to
significant
concentrations
of
credit
risk
consist
primarily
of
cash
and
cash
equivalents,
marketablesecurities
and
accounts
receivable.
We
maintain
our
cash
and
cash
equivalents
and
marketable
securities
with
institutions
with
high
credit
ratings.
We
extend
creditbased
upon
the
evaluation
of
the
customer's
financial
condition
and
generally
collateral
is
not
required.
We
maintain
an
allowance
for
doubtful
accounts
basedupon
expected
collectability
of
accounts
receivable.
We
primarily
estimate
our
allowance
for
doubtful
accounts
based
on
a
specific
review
of
significantoutstanding
accounts
receivable.
For
the
years
ended
December
31,
2015
and
2014,
one
customer
accounted
for
17%
and
15%
of
total
revenue,
respectively.
Forthe
year
ended
December
31,
2013,
two
customers
each
accounted
for
14%
of
total
revenue.
At
December
31,
2015,
four
customers
accounted
for
28%,
19%,
19%and
10%
of
the
total
accounts
receivable,
respectively.
At
December
31,
2014,
two
customers
accounted
for
30%
and
17%
of
the
total
accounts
receivable,respectively.Cash
and
cash
equivalents







Cash
and
cash
equivalents
include
highly
liquid
investments
that
are
readily
convertible
into
known
amounts
of
cash
with
original
maturities
of
three
monthsor
less
when
acquired.
At
December
31,
2015
and
2014,
cash
equivalents
consisted
of
money
market
funds.Marketable
securities







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







Marketable
securities
are
reported
at
fair
value
with
the
related
unrealized
gains
and
losses
reported
as
other
comprehensive
income
(loss)
until
realized
oruntil
a
determination
is
made
that
anF-9Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)other-than-temporary
decline
in
market
value
has
occurred.
No
significant
unrealized
gains
and
losses
have
been
reported
during
the
years
presented.
Factorsconsidered
by
us
in
assessing
whether
an
other-than-temporary
impairment
has
occurred
include
the
nature
of
the
investment,
whether
the
decline
in
fair
value
isattributable
to
specific
adverse
conditions
affecting
the
investment,
the
financial
condition
of
the
investee,
the
severity
and
the
duration
of
the
impairment
andwhether
we
have
the
ability
to
hold
the
investment
to
maturity.
When
it
is
determined
that
an
other-than-temporary
impairment
has
occurred,
the
investment
iswritten
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
marketablesecurities
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
andother
(expense)
income,
net.







For
the
years
ended
December
31,
2015,
2014
and
2013,
we
had
no
significant
realized
or
unrealized
gains
or
losses
from
investments
in
marketable
securitiesclassified
as
available-for-sale.
As
of
December
31,
2015
and
2014,
we
had
no
unrealized
gains
or
losses
in
accumulated
other
comprehensive
income
(loss).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
marketparticipants
at
the
measurement
date.
When
determining
the
fair
value
measurements
for
assets
and
liabilities
required
or
permitted
to
be
recorded
at
fair
value,
weconsider
the
principal
or
most
advantageous
market
in
which
it
would
transact,
and
we
consider
assumptions
that
market
participants
would
use
when
pricing
theasset
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
unobservableinputs
when
measuring
fair
value.
The
standard
establishes
a
fair
value
hierarchy
based
on
the
level
of
independent,
objective
evidence
surrounding
the
inputs
usedto
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
fairvalue
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
activemarkets
or
financial
instruments
for
which
significant
inputs
are
observable,
either
directly
or
indirectly.
•Level
3—Unobservable
inputs
that
are
supported
by
little
or
no
market
activity
and
that
are
significant
to
the
fair
value
of
the
assets
or
liabilities.







The
carrying
amount
reflected
in
the
accompanying
consolidated
balance
sheets
for
cash
and
cash
equivalents,
restricted
cash,
marketable
securities,
accountsreceivable,
prepaid
expenses
and
other
current
assets,
accounts
payable,
accrued
expenses
and
other
liabilities
approximates
fair
value
due
to
the
short-term
natureof
these
financial
instruments.F-10Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)Business
combinations







The
results
of
businesses
acquired
in
a
business
combination
are
included
in
the
Company's
consolidated
financial
statements
from
the
date
of
the
acquisition.Purchase
accounting
results
in
assets
and
liabilities
of
an
acquired
business
being
recorded
at
their
estimated
fair
values
on
the
acquisition
date.
Any
excessconsideration
over
the
fair
value
of
assets
acquired
and
liabilities
assumed
is
recognized
as
goodwill.







The
Company
performs
valuations
of
assets
acquired
and
liabilities
assumed
from
a
business
acquisition
and
will
allocate
the
purchase
price
to
its
respectivenet
tangible
and
intangible
assets.
Determining
the
fair
value
of
assets
acquired
and
liabilities
assumed
requires
management
to
use
significant
judgment
andestimates
including
the
selection
of
valuation
methodologies,
estimates
of
future
revenues
and
cash
flows,
discount
rates,
royalty
rates
and
selection
of
comparablecompanies.
The
Company
engages
the
assistance
of
valuation
specialists
in
concluding
on
fair
value
measurements
in
connection
with
fair
values
of
assets
andliabilities
assumed
in
a
business
combination.







Transaction
costs
associated
with
business
combinations
are
expensed
as
incurred,
and
are
included
in
general
and
administrative
expenses
in
the
consolidatedstatements
of
operations.
There
were
no
transaction
costs
for
the
years
ended
December
31,
2015
and
2014.
Transaction
cost
for
the
year
ended
December
31,
2013was
$354.Property
and
equipment







Property
and
equipment
are
generally
stated
at
historical
cost,
less
accumulated
depreciation
and
amortization.
The
Company's
cost
basis
includes
propertyand
equipment
acquired
in
business
combinations
that
were
initially
recorded
at
fair
value
as
of
the
date
of
acquisition.
Maintenance
and
repairs
are
charged
toexpense
as
incurred
and
the
cost
of
additions
and
betterments
that
increase
the
useful
lives
of
the
assets
are
capitalized.
Depreciation
and
amortization
is
computedover
the
estimated
useful
lives
of
the
related
asset
type
using
the
straight-line
method.







The
estimated
useful
lives
for
property
and
equipment
are
as
follows:







Leasehold
improvements
are
principally
comprised
of
network
equipment
located
at
various
managed
and
operated
locations,
primarily
airports,
underexclusive,
long-term,
non-cancelable
contracts
to
provide
wireless
communication
network
access.Equipment
and
software
under
capital
lease







We
lease
certain
data
communications
equipment,
other
equipment
and
software
under
capital
lease
agreements.
The
assets
and
liabilities
under
capital
leaseare
recorded
at
the
lesser
of
the
presentF-11Software
2
to
5
yearsComputer
equipment
2
to
5
yearsFurniture,
fixtures
and
office
equipment
3
to
5
yearsLeasehold
improvements
The
shorter
of
the
estimated
useful
life
orthe
remaining
term
of
the
agreements,generally
ranging
from
2
to
15
yearsTable
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)value
of
aggregate
future
minimum
lease
payments,
including
estimated
bargain
purchase
options,
or
the
fair
value
of
the
asset
under
lease.
Assets
under
capitallease
are
depreciated
using
the
straight-line
method
over
the
estimated
useful
lives
of
the
assets
or
the
term
of
the
lease
agreements.Software
development
costs







We
capitalize
costs
associated
with
software
developed
or
obtained
for
internal
use
when
the
preliminary
project
stage
is
completed
and
it
is
determined
thatthe
software
will
provide
significantly
enhanced
capabilities
and
modifications.
These
capitalized
costs
are
included
in
property
and
equipment
and
includeexternal
direct
cost
of
services
procured
in
developing
or
obtaining
internal-use
software
and
personnel
and
related
expenses
for
employees
who
are
directlyassociated
with,
and
who
devote
time
to
internal-use
software
projects.
Capitalization
of
these
costs
ceases
once
the
project
is
substantially
complete
and
thesoftware
is
ready
for
its
intended
use.
Once
the
software
is
ready
for
its
intended
use,
the
costs
are
amortized
over
the
useful
life
of
the
software.
Post-configurationtraining
and
maintenance
costs
are
expensed
as
incurred.Long-lived
assets







Intangible
assets
consist
of
acquired
venue
contracts,
technology,
advertiser
relationships,
non-compete
agreements
and
patents
and
trademarks.
We
recordintangible
assets
at
fair
value
as
of
the
date
of
acquisition
and
amortize
these
finite-lived
assets
over
the
shorter
of
the
contractual
life
or
the
estimated
useful
life
ona
straight-line
basis.
We
estimate
the
useful
lives
of
acquired
intangible
assets
based
on
factors
that
include
the
planned
use
of
each
acquired
intangible
asset,
theexpected
pattern
of
future
cash
flows
to
be
derived
from
each
acquired
intangible
asset
and
contractual
periods
specified
in
the
related
agreements.
As
such,
weaccount
for
each
of
the
venue
contracts
individually.
We
include
amortization
of
acquired
intangibles
in
amortization
of
intangible
assets
in
the
accompanyingconsolidated
statements
of
operations.







We
perform
an
impairment
review
of
long-lived
assets
held
and
used
whenever
events
or
changes
in
circumstances
indicate
that
the
carrying
value
may
not
berecoverable.
Factors
we
consider
important
that
could
trigger
an
impairment
review
include,
but
are
not
limited
to:
significant
under-performance
relative
toprojected
future
operating
results,
significant
changes
in
the
manner
of
our
use
of
the
acquired
assets
or
our
overall
business
and
product
strategies
and
significantindustry
or
economic
trends.
When
we
determine
that
the
carrying
value
of
a
long-lived
asset
may
not
be
recoverable
based
upon
the
existence
of
one
or
more
ofthese
indicators,
we
determine
the
recoverability
by
comparing
the
carrying
amount
of
the
asset
to
net
future
undiscounted
cash
flows
that
the
asset
is
expected
togenerate
or
other
indices
of
fair
value.
We
would
then
recognize
an
impairment
charge
equal
to
the
amount
by
which
the
carrying
amount
exceeds
the
fair
marketvalue
of
the
asset.Goodwill







Goodwill
represents
the
excess
of
the
purchase
price
over
the
fair
value
of
net
assets
acquired
in
connection
with
the
acquisition
of
Concourse
CommunicationGroup,
LLC
in
June
2006,
Cloud
9
Wireless,
Inc.
in
August
2012,
Endeka
Group,
Inc.
in
February
2013,
and
Electronic
Media
Systems,
Inc.
and
AdvancedWireless
Group,
LLC
in
October
2013.F-12Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)







We
test
goodwill
for
impairment
in
accordance
with
guidance
provided
by
FASB
ASC
350,
Intangibles—Goodwill and Other ("ASC
350").
Goodwill
istested
for
impairment
at
least
annually
at
the
reporting
unit
level
or
whenever
events
or
changes
in
circumstances
indicate
that
goodwill
might
be
impaired.
Eventsor
changes
in
circumstances
which
could
trigger
an
impairment
review
include
a
significant
adverse
change
in
legal
factors
or
in
the
business
climate,
an
adverseaction
or
assessment
by
a
regulator,
unanticipated
competition,
a
loss
of
key
personnel,
significant
changes
in
the
manner
of
our
use
of
the
acquired
assets
or
thestrategy
for
our
overall
business,
significant
negative
industry
or
economic
trends,
or
significant
underperformance
relative
to
expected
historical
or
projectedfuture
results
of
operations.
We
perform
our
impairment
test
annually
as
of
December
31st.







Entities
have
the
option
to
first
assess
qualitative
factors
to
determine
whether
it
is
more
likely
than
not
that
the
fair
value
of
a
reporting
unit
is
less
than
itscarrying
amount
as
a
basis
for
determining
whether
it
is
necessary
to
perform
the
two-step
goodwill
impairment
test
described
in
FASB
ASC
350.
If,
afterassessing
qualitative
factors,
an
entity
determines
it
is
not
more
likely
than
not
that
the
fair
value
of
a
reporting
unit
is
less
than
its
carrying
amount,
thenperforming
the
two-step
impairment
test
is
unnecessary.
If
deemed
necessary,
a
two-step
test
is
used
to
identify
the
potential
impairment
and
to
measure
theamount
of
goodwill
impairment,
if
any.
The
first
step
is
to
compare
the
fair
value
of
the
reporting
unit
with
its
carrying
amount,
including
goodwill.
If
the
fairvalue
of
the
reporting
unit
exceeds
its
carrying
amount,
goodwill
is
considered
not
impaired;
otherwise,
there
is
an
indication
that
goodwill
may
be
impaired
andthe
amount
of
the
loss,
if
any,
is
measured
by
performing
step
two.
Under
step
two,
the
impairment
loss,
if
any,
is
measured
by
comparing
the
implied
fair
value
ofthe
reporting
unit
goodwill
with
the
carrying
amount
of
goodwill.







Currently,
we
have
one
reporting
unit,
one
operating
segment
and
one
reportable
segment.
At
December
31,
2015
and
2014,
all
of
the
goodwill
was
attributedto
our
reporting
unit.
We
tested
our
goodwill
for
impairment
using
a
market
based
approach
and
no
impairment
was
identified
as
the
fair
value
of
our
reporting
unitwas
substantially
in
excess
of
its
carrying
amount.
To
date,
we
have
not
recorded
any
goodwill
impairment
charges.Revenue
recognition







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







We
recognize
revenue
when
an
arrangement
exists,
services
have
been
rendered,
fees
are
fixed
or
determinable,
no
significant
obligations
remain
related
tothe
earned
fees
and
collection
of
the
related
receivable
is
reasonably
assured.
Revenue
is
presented
net
of
any
sales
and
value
added
taxes.F-13Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)







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







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







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







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







We
adopted
the
provisions
of
ASU
2009-13,
Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements ("ASU
2009-13"),
on
aprospective
basis
on
January
1,
2011.
For
multiple-deliverable
arrangements
entered
into
prior
to
January
1,
2011
that
are
accounted
for
under
ASC
605-25,Revenue Recognition—Multiple-Deliverable Revenue Arrangements ,
we
defer
recognition
of
revenue
for
the
full
arrangement
and
recognize
all
revenue
ratablyover
the
wholesale
service
period
for
Wi-Fi
platform
service
arrangements
and
the
term
of
the
estimated
customer
relationship
period
for
DAS
arrangements,
as
wedo
not
have
evidence
of
fair
value
for
the
undelivered
elements
in
the
arrangement.
For
multiple-deliverable
arrangements
entered
into
or
materially
modified
afterJanuary
1,
2011
that
are
accounted
for
under
ASC
605-25,
we
evaluate
whether
or
not
separate
units
ofF-14Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)accounting
exist
and
then
allocate
the
arrangement
consideration
to
all
units
of
accounting
based
on
the
relative
selling
price
method
using
estimated
selling
pricesif
vendor
specific
objective
evidence
and
third
party
evidence
is
not
available.
We
recognize
the
revenue
associated
with
the
separate
units
of
accounting
uponcompletion
of
such
services
or
ratably
over
the
wholesale
service
period
for
Wi-Fi
platform
service
arrangements
and
the
term
of
the
estimated
customerrelationship
period
for
DAS
arrangements.







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







Our
Brazilian
subsidiary
uses
the
Brazilian
Real
as
its
functional
currency.
Assets
and
liabilities
of
our
Brazilian
subsidiary
are
translated
to
U.S.
dollars
atperiod-end
rates
of
exchange,
and
revenues
and
expenses
are
translated
at
average
exchange
rates
prevailing
for
each
month.
The
resulting
translation
adjustmentsare
made
directly
to
a
separate
component
of
other
comprehensive
loss,
which
is
reflected
in
stockholders'
equity
in
our
consolidated
balance
sheets.
As
ofDecember
31,
2015
and
December
31,
2014,
the
Company
had
$(1,160)
and
$(443),
respectively,
of
cumulative
foreign
currency
translation
adjustments,
net
oftax,
which
was
$0
as
of
December
31,
2015
and
December
31,
2014
due
to
the
full
valuation
allowance
established
against
our
deferred
tax
assets,
in
accumulatedother
comprehensive
loss.







Some
of
our
subsidiaries
also
enter
into
transactions
and
have
monetary
assets
and
liabilities
that
are
denominated
in
a
currency
other
than
the
entities'respective
functional
currencies.
Gains
and
losses
from
the
revaluation
of
foreign
currency
transactions
and
monetary
assets
and
liabilities
are
included
in
theconsolidated
statements
of
operations.Network
access







Network
access
costs
consist
primarily
of
revenue
share
payments
to
venue
owners
where
our
managed
and
operated
hotspots
are
located,
usage-based
fees
toour
roaming
network
partners
for
access
to
their
networks,
depreciation
of
equipment
related
to
network
build-out
projects
in
our
managed
and
operated
locations,and
bandwidth
and
other
Internet
connectivity
expenses
in
our
managed
and
operated
locations.Advertising,
marketing
and
promotion
costs







Advertising
production
costs
are
expensed
the
first
time
the
advertisement
is
run.
No
advertising
production
costs
were
capitalized
for
the
years
endedDecember
31,
2015,
2014
and
2013.
All
other
costs
of
advertising,
marketing
and
promotion
are
expensed
as
incurred.
Advertising
expenses
charged
to
operationstotaled
$1,703,
$1,350
and
$2,302
for
the
years
ended
December
31,
2015,
2014
and
2013,
respectively.F-15Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)Stock-based
compensation







Our
stock-based
compensation
consists
of
stock
options,
and
restricted
stock
units
("RSU")
granted
to
employees
and
non-employees.
We
have
shifted
ourstock-based
compensation
from
stock
options
to
RSUs
and
no
stock
options
were
granted
in
2015.







We
recognize
stock-based
compensation
expense
in
accordance
with
guidance
provided
by
FASB
ASC
718,
Compensation—Stock Compensation("ASC
718").
We
measure
employee
stock-based
compensation
cost
at
grant
date,
based
on
the
estimated
fair
value
of
the
award
and
recognize
the
cost
on
astraight-line
basis,
net
of
estimated
forfeitures,
over
the
employee
requisite
service
period.
We
estimate
the
fair
value
of
stock
options
using
a
Black-Scholes
optionpricing
model.
The
model
requires
input
of
assumptions
regarding
expected
term,
expected
volatility,
dividend
yield,
and
a
risk-
free
interest
rate.
The
weightedaverage
assumptions
that
were
used
to
calculate
the
grant
date
fair
value
of
our
employee
stock
option
grants
for
the
following
periods
are
as
follows:







The
expected
term
of
employee
stock
options
represents
the
weighted-average
period
that
the
stock
options
are
expected
to
remain
outstanding.
In
estimatingthe
expected
term
for
options
granted
to
employees,
we
applied
the
simplified
method
from
the
Security
Exchange
Commission
("SEC")
Staff
Accounting
Bulletin("SAB")
Topic
14,
Share-Based Payment ("SAB
Topic
14"),
where
options
are
granted
at-the-money.
Where
options
were
not
granted
at-the-money,
the
expectedterm
of
employee
stock
options
represents
the
weighted-average
period
that
the
stock
options
are
expected
to
remain
outstanding
and
is
calculated
based
uponactual
historical
exercise
and
post-vesting
cancellations,
adjusted
for
expected
future
exercise
behavior.







We
determined
the
fair
value
of
common
stock
underlying
the
stock
option
awards
by
reference
to
third
party
sales
of
our
common
stock.
We
determined
theexpected
volatility
assumption
using
the
frequency
of
daily
historical
prices
of
comparable
public
companies'
common
stock
for
a
period
equal
to
the
expectedterm
of
the
options
in
accordance
with
guidance
in
ASC
718
and
SAB
Topic
14.
We
will
continue
to
monitor
peer
companies
and
other
relevant
factors,
includingour
volatility
after
there
is
enough
history,
used
to
measure
expected
volatility
for
future
stock
option
grants.
The
risk-free
interest
rate
assumption
is
based
uponobserved
interest
rates
on
the
United
States
government
securities
appropriate
for
the
expected
term
of
our
employee
stock
options.
The
dividend
yield
assumptionis
based
on
our
history
and
expectation
of
dividend
payouts
for
which
no
cash
dividends
have
been
declared
or
paid
on
our
common
stock,
and
for
which
none
areanticipated
in
the
foreseeable
future.







As
stock-based
compensation
expense
recognized
in
our
accompanying
consolidated
statements
of
operations
is
based
on
awards
ultimately
expected
to
vest,the
amount
has
been
reduced
for
estimated
forfeitures.
ASC
718
requires
forfeitures
to
be
estimated
at
the
time
of
grant
and
revised,
if
necessary,F-16


December
31,



2014
2013
Expected
term
(years)

6.25

6.25
Expected
volatility

48.6%
49.31%Risk-free
interest
rate

1.8%
1.34%Dividend
yield

0%
0%Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)in
subsequent
periods
if
actual
forfeitures
differ
from
those
estimates.
Forfeitures
were
estimated
based
on
our
historical
experience
and
future
expectations.







Compensation
expense
for
non-employee
stock-based
awards
is
recognized
in
accordance
with
ASC
718
and
FASB
ASC
505,
Equity .
Stock
option
awardsissued
to
non-employees
are
accounted
for
at
fair
value
using
the
Black-Scholes
option
pricing
model.
Management
believes
that
the
fair
value
of
the
stock
optionsis
more
reliably
measured
than
the
fair
value
of
the
services
received.
We
record
compensation
expense
based
on
the
then-current
fair
value
of
the
stock
options
ateach
financial
reporting
date.
Compensation
recorded
during
the
service
period
is
adjusted
in
subsequent
periods
for
changes
in
the
stock
options'
fair
value
untilthe
earlier
of
the
date
at
which
the
non-employee's
performance
is
complete
or
a
performance
commitment
is
reached,
which
is
generally
when
the
stock
awardvests.Income
taxes







We
account
for
income
taxes
in
accordance
with
FASB
ASC
740,
Accounting for Income Taxes ("ASC
740
"), which
requires
the
recognition
of
deferred
taxassets
and
liabilities
for
the
future
consequences
of
events
that
have
been
recognized
in
our
accompanying
consolidated
financial
statements
or
tax
returns.
Themeasurement
of
the
deferred
items
is
based
on
enacted
tax
laws.
In
the
event
the
future
consequences
of
differences
between
financial
reporting
bases
and
the
taxbases
of
our
assets
and
liabilities
result
in
a
deferred
tax
asset,
ASC
740
requires
an
evaluation
of
the
probability
of
being
able
to
realize
the
future
benefitsindicated
by
such
asset.
A
valuation
allowance
related
to
a
deferred
tax
asset
is
recorded
when
it
is
more
likely
than
not
that
some
portion
or
the
entire
deferred
taxasset
will
not
be
realized.
As
part
of
the
process
of
preparing
our
accompanying
consolidated
financial
statements,
we
are
required
to
estimate
our
income
taxes
ineach
of
the
jurisdictions
in
which
we
operate.
We
also
assess
temporary
differences
resulting
from
differing
treatment
of
items,
such
as
deferred
revenue,
for
taxand
accounting
differences.
We
record
a
valuation
allowance
to
reduce
the
deferred
tax
assets
to
the
amount
of
future
tax
benefit
that
is
more
likely
than
not
to
berealized.
We
have
classified
our
deferred
tax
assets
and
liabilities
as
noncurrent
on
the
consolidated
balance
sheet
as
of
December
31,
2015
and
2014
as
we
haveearly
adopted
ASU
2015-17,
Balance Sheet Classification of Deferred Taxes, on
a
retrospective
basis.







ASC
740
prescribes
a
recognition
threshold
and
measurement
methodology
to
recognize
and
measure
an
income
tax
position
taken,
or
expected
to
be
taken,
ina
tax
return.
The
evaluation
of
a
tax
position
is
based
on
a
two-step
approach.
The
first
step
requires
an
entity
to
evaluate
whether
the
tax
position
would
"morelikely
than
not"
be
sustained
upon
examination
by
the
appropriate
taxing
authority.
The
second
step
requires
the
tax
position
be
measured
at
the
largest
amount
oftax
benefit
that
is
greater
than
50%
likely
of
being
realized
upon
ultimate
settlement.
In
addition,
previously
recognized
benefits
from
tax
positions
that
no
longermeet
the
new
criteria
would
no
longer
be
recognized.
Changes
in
recognition
or
measurement
are
reflected
in
the
period
in
which
the
change
occurs.Non-controlling
interests







Non-controlling
interests
are
comprised
of
minority
holdings
in
Chicago
Concourse
Development
Group,
LLC
("CCDG")
and
Boingo
HoldingParticipacoes
Ltda
("BHPL").F-17Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)







Under
the
terms
of
the
LLC
agreement
for
CCDG,
we
are
generally
required
to
distribute
annually
to
the
CCDG
non-controlling
interest
holders
30%
ofallocated
net
profits
less
capital
expenditures
of
the
preceding
year.
For
the
years
ended
December
31,
2015,
2014
and
2013,
we
made
distributions
of
$500,
$623and
$560,
respectively,
to
non-controlling
interest
holders
of
CCDG.







Under
the
terms
of
the
LLC
agreement
for
BHPL,
we
attributed
profits
and
losses
to
the
non-controlling
interest
in
BHPL
in
proportion
to
their
holdings.
Forthe
years
ended
December
31,
2015,
2014
and
2013,
we
made
no
distributions
to
the
non-controlling
interest
holder
of
BHPL.







Prior
to
August
4,
2015,
we
had
a
70%
ownership
of
Concourse
Communications
Detroit,
LLC
("CCG
Detroit").
On
August
4,
2015,
we
purchased
theremaining
30%
ownership
interest
from
the
non-controlling
interest
owners
for
$1,150.
We
accounted
for
this
transaction
as
an
acquisition
of
the
remaining
interestof
an
entity
that
had
already
been
majority-owned
by
the
Company.
The
purchase
resulted
in
a
reduction
to
additional
paid-in
capital
of
$1,150
representing
excesspurchase
price
over
the
carrying
amount
of
the
non-controlling
interests.
Under
the
terms
of
the
limited
liability
company
("LLC")
agreement
for
CCG
Detroit("Detroit
Operating
Agreement")
profits
and
losses
were
allocated
to
the
controlling
and
non-controlling
owners
based
on
specified
terms
in
the
Detroit
OperatingAgreement,
which
reflected
the
relative
risk
and
reward
of
each
owner.
The
profit
and
loss
allocation
in
the
Detroit
Operating
Agreement
specified
that
the
non-controlling
owners'
allocated
profits
were
limited
to
the
fixed
distribution
amounts
and
losses
were
limited
to
the
non-controlling
owners
capital
account
balancewith
losses
in
excess
of
their
capital
account
being
fully
allocated
to
the
controlling
common
unit
holder.
There
was
no
specified
term
in
the
Detroit
OperatingAgreement,
but
the
term
of
the
annual
fixed
distribution
obligation
to
the
non-controlling
owner
was
the
same
as
the
term
of
the
venue
agreement
between
CCGDetroit
and
Detroit
Metropolitan
Wayne
County
Airport—which
had
a
seven
year
initial
term
with
options
to
extend
for
an
additional
four
years.
We
allocatedprofits
and
losses
in
CCG
Detroit
based
on
the
attribution
in
the
Detroit
Operating
Agreement.
CCG
Detroit
had
generated
losses,
which
reduced
the
non-controlling
owners
capital
account
to
zero
in
2009
resulting
in
an
allocation
to
the
controlling
interest
holder
all
operating
losses
and
deficits
created
by
the
annualfixed
distributions
to
the
non-controlling
interest
holder.
The
fixed
distributions
were
terminated
during
September
2013
concurrent
with
the
termination
of
CCGDetroit's
agreement
with
Detroit
Metropolitan
Wayne
County
Airport.
For
the
year
ended
December
31,
2013,
we
made
distribution
of
$48
to
non-controllinginterest
holders
of
CCG
Detroit.Net
(loss)
income
per
share
attributable
to
common
stockholders







Basic
net
(loss)
income
per
share
attributable
to
common
stockholders
is
calculated
by
dividing
(loss)
income
attributable
to
common
stockholders
by
theweighted
average
number
of
shares
of
common
stock
outstanding
during
the
period.
Diluted
net
income
per
share
attributable
to
common
stockholders
adjusts
thebasic
weighted
average
number
of
shares
of
common
stock
outstanding
for
the
potential
dilution
that
could
occur
if
stock
options
and
RSUs
were
exercised
orconverted
into
common
stock.
Our
common
stockholders
are
not
entitled
to
receive
any
dividends.Segment
and
geographic
information







We
operate
as
one
reportable
segment;
a
service
provider
of
wireless
connectivity
solutions
across
our
managed
and
operated
network
and
aggregatednetwork
for
mobile
devices
such
as
laptops,F-18Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)smartphones,
tablets
and
other
wireless-enabled
consumer
devices.
This
single
segment
is
consistent
with
the
internal
organization
structure
and
the
manner
inwhich
operations
are
reviewed
and
managed
by
our
Chief
Executive
Officer,
the
chief
operating
decision
maker.







All
significant
long-lived
tangible
assets
are
held
in
the
United
States
of
America.
We
do
not
disclose
sales
by
geographic
area
because
to
do
so
would
beimpracticable.
In
2014,
we
updated
our
presentation
of
retail
and
wholesale
revenue
sources
to
provide
increased
visibility
into
the
revenue
streams
that
are
thefocus
of
our
current
and
future
operational
and
development
efforts.
Our
retail
revenue
sources
were
previously
differentiated
based
on
our
retail
plan
types—subscription
or
single-use.
We
believe
that
it
is
more
relevant
to
differentiate
our
individual
users
based
on
the
nature
of
the
users—retail
users
who
purchaseInternet
access
at
our
managed
and
operated
hotspots
and
select
partner
locations
or
military
users
who
purchase
Internet
access
or
IPTV
services
for
individual
useon
military
bases.
We
also
previously
combined
our
wholesale
DAS
and
Wi-Fi
revenues
and
we
believe
that
it
is
better
to
disaggregate
these
wholesale
productrevenues
going
forward
by
DAS
and
Wi-Fi
given
the
current
development
of
these
products.
The
revenue
sources
are
consistent
with
how
our
chief
operatingdecision
maker
monitors
and
reviews
our
operations.







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







In
February
2016,
the
FASB
issued
ASU
2016-02,
Leases (Topic 842) ,
which
requires
lessees
to
recognize
assets
and
liabilities
for
all
leases
with
lease
termsof
more
than
12
months
on
the
balance
sheet.
Under
the
new
guidance,
the
recognition,
measurement,
and
presentation
of
expenses
and
cash
flows
arising
from
alease
by
a
lessee
will
depend
on
its
classification
as
a
finance
or
operating
lease.
The
standard
is
effective
for
interim
and
annual
periods
beginning
afterDecember
15,
2018.
Early
adoption
is
permitted
for
all
entities
on
a
modified
retrospective
basis,
with
elective
reliefs.
We
are
currently
evaluating
the
expectedimpact
of
this
new
standard.







In
November
2015,
the
FASB
issued
ASU
2015-17,
Balance Sheet Classification of Deferred Taxes, which
requires
that
all
deferred
tax
assets
and
liabilities,along
with
any
related
valuation
allowance,
for
each
tax-paying
jurisdiction
within
each
tax-paying
component
be
classified
as
noncurrent
on
the
balance
sheet.The
standard
is
effective
for
interim
and
annual
periods
beginning
after
December
15,
2016.
Early
adoption
is
permitted
for
all
entities
on
a
retrospective
orprospective
basis.
We
early
adopted
the
new
standard
on
a
retrospective
basis
as
of
December
31,
2015.F-19


Year
Ended
December
31,



2015
2014
2013
Revenue:









DAS
$46,455
$38,259
$32,681
Retail

31,763

40,336

43,194
Wholesale—Wi-Fi

21,923

15,209

17,261
Military

19,898

4,486

1,260
Advertising
and
other

19,587

21,007

12,350
Total
revenue
$139,626
$119,297
$106,746
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)







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







In
April
2015,
the
FASB
issued
ASU
2015-05,
Customer's Accounting for Fees Paid in a Cloud Computing Arrangement ,
which
provides
guidance
tocustomers
about
whether
a
cloud
computing
arrangement
includes
a
software
license.
If
a
cloud
computing
arrangement
includes
a
software
license,
then
thecustomer
should
account
for
the
arrangement
for
the
software
license
element
of
the
arrangement
consistent
with
the
acquisition
of
other
software
licenses.
If
acloud
computing
arrangement
does
not
include
a
software
license,
the
customer
should
account
for
the
arrangement
as
a
service
contract.
The
standard
is
effectivefor
annual
periods
beginning
after
December
15,
2015,
and
interim
periods
within
those
fiscal
years.
Early
adoption
is
permitted
for
all
entities.
An
entity
maychoose
to
adopt
the
new
standard
either
retrospectively
or
prospectively.
We
do
not
expect
that
this
standard
will
have
a
material
impact
on
our
consolidatedfinancial
statements.







In
April
2015,
the
FASB
issued
ASU
2015-03,
Simplifying the Presentation of Debt Issuance Costs ,
which
requires
entities
to
present
debt
issuance
costsrelated
to
a
note
as
a
direct
deduction
from
the
face
amount
of
that
note,
similar
to
the
presentation
of
debt
discounts.
The
costs
will
continue
to
be
amortized
tointerest
expense.
In
August
2015,
the
FASB
issued
ASU
2015-15,
Interest—Imputation of Interest (Subtopic 835-30) ,
which
amends
subtopic
835-30
to
includethat
the
SEC
would
not
object
to
the
deferral
and
presentation
of
debt
issuance
costs
as
an
asset
and
subsequent
amortization
of
the
asset
ratably
over
the
term
ofthe
line-of-credit
arrangement,
regardless
of
whether
there
are
any
outstanding
borrowings
on
the
line-of-credit
arrangement.
The
standard
will
be
effective
forfiscal
years
beginning
after
December
15,
2015,
and
interim
periods
within
those
fiscal
years.
Early
adoption
is
permitted.
An
entity
must
adopt
the
new
standardretrospectively
for
all
prior
periods
presented
in
the
financial
statements.
We
do
not
expect
that
this
standard
will
have
a
material
impact
on
our
consolidatedfinancial
statements.
As
of
December
31,
2015
and
2014,
we
have
classified
debt
issuance
costs
related
to
our
revolving
line
of
credit
of
$197
and
$178,respectively,
within
prepaid
expenses
and
other
current
assets,
and
$372
and
$514,
respectively,
within
other
assets
in
the
consolidated
balance
sheets.







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







In
August
2014,
the
FASB
issued
ASU
2014-15,
Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern ,
which
explicitlyrequires
management
to
assess
an
entity's
ability
to
continue
as
a
going
concern
in
connection
with
each
annual
and
interim
period.
Management
will
assess
if
thereis
substantial
doubt
about
an
entity's
ability
to
continue
as
a
going
concern
within
one
year
of
the
date
the
financial
statements
are
issued.
Disclosures
will
berequired
if
conditions
give
rise
to
substantial
doubt.
The
standard
will
be
effective
for
the
first
annual
period
ending
afterF-20Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)2.
Summary
of
significant
accounting
policies
(Continued)December
15,
2016.
Early
adoption
is
permitted.
We
are
currently
evaluating
the
expected
impact
of
this
new
standard.







In
June
2014,
the
FASB
issued
ASU
2014-12,
Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target CouldBe Achieved after the Requisite Service Period ,
which
requires
that
a
performance
target
that
affects
vesting
and
that
could
be
achieved
after
the
requisite
serviceperiod
be
treated
as
a
performance
condition.
As
such,
the
performance
target
should
not
be
reflected
in
estimating
the
grant-date
fair
value
of
the
award.Compensation
cost
should
be
recognized
in
the
period
in
which
it
becomes
probable
that
the
performance
target
will
be
achieved
and
should
represent
thecompensation
cost
attributable
to
the
period(s)
for
which
the
requisite
service
has
already
been
rendered.
If
the
performance
target
becomes
probable
of
beingachieved
before
the
end
of
the
requisite
service
period,
the
remaining
unrecognized
compensation
cost
should
be
recognized
prospectively
over
the
remainingrequisite
service
period.
The
standard
will
be
effective
for
fiscal
years
and
interim
periods
within
those
fiscal
years,
beginning
after
December
15,
2015.
Earlyadoption
is
permitted.
An
entity
may
choose
to
adopt
the
new
standard
either
prospectively
or
retrospectively.
This
standard
will
not
have
any
impact
on
ourconsolidated
financial
statements
as
we
have
not
issued
any
share-based
payments
with
performance
targets
that
could
be
achieved
after
the
requisite
serviceperiod.







In
May
2014,
the
FASB
issued
ASU
2014-09,
Revenue From Contracts with Customers ,
which
is
intended
to
improve
and
converge
the
financial
reportingrequirements
for
revenue
from
contracts
with
customers
between
U.S.
GAAP
and
International
Accounting
Standards.
In
accordance
with
this
new
standard,
anentity
would
recognize
revenue
to
depict
the
transfer
of
promised
goods
or
services.
The
standard
establishes
a
five-step
model
and
related
application
guidance,which
will
replace
most
existing
revenue
recognition
guidance
in
U.S.
GAAP.
The
FASB
has
subsequently
issued
several
proposals
to
clarify
guidance
to
beapplied.
In
August
2015,
the
FASB
issued
ASU
2015-14,
Revenue From Contracts with Customers (Topic (606): Deferral of the Effective Date ,
to
defer
theeffective
date
of
the
new
revenue
standard
by
one
year.
The
standard
will
be
effective
for
annual
and
interim
periods
in
fiscal
years
beginning
after
December
15,2017.
The
FASB
also
agreed
to
allow
entities
to
choose
to
adopt
the
standard
as
of
the
original
effective
date.
An
entity
may
choose
to
adopt
the
new
standardeither
retrospectively
or
through
a
cumulative
effect
adjustment
as
of
the
start
of
the
first
period
for
which
it
applies
the
new
standard.
We
have
not
yet
selected
aneffective
date
or
a
transition
method
and
are
currently
evaluating
the
expected
impact
of
this
new
standard,
including
proposed
amendments,
on
our
reporting
ofrevenue
contracts
in
our
consolidated
financial
statements
and
related
disclosures.3.
AcquisitionsElectronic
Media
Systems,
Inc.
and
Advanced
Wireless
Group,
LLC







On
October
31,
2013,
we
acquired
all
outstanding
stock
of
Electronic
Media
Systems,
Inc.
and
all
membership
interests
in
its
subsidiary,
Advanced
WirelessGroup,
LLC,
not
otherwise
owned
by
Electronic
Media
Systems,
Inc.
such
that
we
are
now
the
beneficial
owner
of
all
membership
interests
of
Advanced
WirelessGroup,
LLC
(collectively,
"AWG").
AWG
operated
public
Wi-Fi
in
seventeen
U.S.
airports
including
Los
Angeles
International,
Charlotte/Douglas
International,Miami
International,
Minneapolis-St.
Paul
International,
Detroit
Metropolitan
Airport,
and
Boston's
LoganF-21Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)3.
Acquisitions
(Continued)International.
We
have
included
the
operating
results
of
AWG
in
our
consolidated
financial
statements
since
the
date
of
acquisition.







The
acquisition
has
been
accounted
for
under
the
acquisition
method
of
accounting
in
accordance
with
FASB
ASC
805,
Business Combinations .
As
such,
theassets
acquired
and
liabilities
assumed
were
recorded
at
their
acquisition-date
fair
values.
The
total
purchase
price
was
$17,527,
which
includes
cash
paid
atclosing,
net
equity
adjustments,
holdback
consideration
to
be
paid
and
the
fair
value
of
additional
contingent
consideration
that
would
be
due
and
payable
upon
thesuccessful
extension
of
a
specified
airport
Wi-Fi
contract.
On
July
29,
2014,
we
paid
$147
to
the
previous
AWG
shareholders
as
settlement
for
the
net
equityadjustments
that
were
not
finalized
as
of
the
acquisition
date.







The
fair
value
of
the
contingent
consideration
is
based
on
Level
3
inputs,
which
are
discussed
in
Note
9.
Further
changes
in
the
fair
value
of
the
contingentconsideration
are
recorded
through
operating
(loss)
income.
On
July
29,
2014,
we
paid
the
contingent
consideration
in
the
amount
of
$1,000
to
the
previous
AWGshareholders.
We
allocated
the
excess
of
the
purchase
price
over
the
fair
value
of
assets
acquired
and
liabilities
assumed
to
goodwill,
which
is
primarily
notdeductible
for
tax
purposes.
The
goodwill
arising
from
the
AWG
acquisition
was
attributable
primarily
to
expected
synergies
and
other
benefits,
including
theacquired
workforce,
from
combining
AWG
with
us.







The
contingent
consideration
was
valued
at
the
date
of
acquisition
using
a
discount
rate
of
3.1%.
The
identifiable
intangible
assets
were
primarily
valuedusing
the
excess
earnings,
relief
from
royalty,
with-and-without
and
replacement
cost
methods
using
discount
rates
ranging
from
12.0%
to
14.0%
and
royalty
ratesof
0.5%.







During
the
year
ended
December
31,
2014,
we
finalized
our
purchase
price
allocation,
which
was
preliminary
as
of
December
31,
2013
due
to
estimated
netequity
adjustments
and
the
filing
of
AWG's
final
short
period
2013
tax
returns,
both
of
which
impacted
the
final
purchase
price
allocation.
As
these
purchaseaccounting
adjustments
were
finalized
during
the
measurement
period,
we
retrospectively
adjusted
the
provisional
amounts
recognized
at
the
acquisition
date
toreflect
the
new
information
obtained
about
facts
and
circumstances
that
existed
as
of
the
acquisition
date
that,
if
known,
would
have
affected
the
measurement
ofthe
amounts
recognized
as
of
that
date.
As
a
result,
goodwill
decreased
by
$28,
accrued
expenses
increased
by
$147,
and
accumulated
deficit
increased
by
$175
asof
December
31,
2013.
The
increase
in
accumulated
deficit
was
the
result
of
the
valuation
allowance
that
was
established
by
the
Company
against
its
deferred
taxassets
as
of
December
31,
2013.
The
final
purchase
price
allocation
resulted
in
a
$175
decrease
in
deferred
tax
liabilities
and
goodwill;
accordingly,
the
Companyhad
to
increase
the
valuation
allowance
for
deferred
tax
assets
by
$175,
resulting
in
additional
deferred
tax
expense
for
the
year
ended
December
31,
2013.F-22Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)3.
Acquisitions
(Continued)







The
amortizable
intangible
assets
were
being
amortized
straight-line
over
their
estimated
useful
lives.
The
following
summarizes
the
final
purchase
priceallocation:







During
the
year
ended
December
31,
2015,
we
paid
the
holdback
consideration
in
the
amount
of
$1,600
to
the
previous
AWG
shareholders.Endeka
Group,
Inc.







On
February
22,
2013,
we
acquired
all
outstanding
stock
of
Endeka
Group,
Inc.
("Endeka").
Endeka
is
a
provider
of
commercial
wireless
broadband
andIPTV
services
at
certain
military
bases,
as
well
as
Wi-Fi
services
to
certain
federal
law
enforcement
training
facilities.
We
acquired
Endeka
because
Endeka'sportfolio
of
venues
and
management
team
are
natural
additions
to
our
managedF-23


Estimated
Fair
Value
Weighted
Average
Estimated
Useful
Life
(years)
Consideration:






Cash
paid
$14,800



Net
equity
adjustments

147



Holdback
consideration

1,600



Contingent
consideration

980



Total
consideration
$17,527



Recognized
amounts
of
identifiable
assets
acquired
and
liabilities
assumed:






Cash
$215



Restricted
cash

515



Accounts
receivable

988



Other
current
assets

609



Property
and
equipment

2,297



Accounts
payable

(563)


Accrued
expenses

(515)


Other
current
liabilities

(134)


Capital
lease
obligations

(932)


Other
non-current
liabilities

(130)


Deferred
tax
liabilities

(3,386)


Net
tangible
liabilities
acquired

(1,036)


Existing
contracts
and
relationships

4,700

6.7
Technology

270

6.0
Trademark
and
tradename

120

3.0
Non-compete
agreement

3,590

5.0
Goodwill

9,883



Total
purchase
price
$17,527



Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)3.
Acquisitions
(Continued)network
business.
We
have
included
the
operating
results
of
Endeka
in
our
consolidated
financial
statements
since
the
date
of
acquisition.







The
acquisition
has
been
accounted
for
under
the
acquisition
method
of
accounting
in
accordance
with
FASB
ASC
805.
As
such,
the
assets
acquired
andliabilities
assumed
are
recorded
at
their
acquisition-date
fair
values.
The
total
purchase
price
was
$6,498,
which
includes
cash
paid
at
closing,
holdbackconsideration
to
be
paid
and
the
fair
value
of
additional
contingent
consideration
comprised
of
two
components:
(i)
a
payment
("Build
Payment")
if
the
amount
ofthe
capital
expenditures
incurred
for
the
substantial
completion
of
a
specified
build
project
is
less
than
a
target;
and
(ii)
a
payment
("Milestone
Payment")
based
onrevenue
generated
by
certain
contracts
in
fiscal
year
2014.
There
is
no
maximum
to
the
contingent
consideration
payments
for
the
Milestone
Payment.
We
will
notmake
any
payments
associated
with
the
Build
Payment.
The
Milestone
Payment
in
the
amount
of
$17
was
paid
in
March
2015.







The
fair
value
of
the
contingent
consideration
is
based
on
Level
3
inputs.
Further
changes
in
the
fair
value
of
the
contingent
consideration
were
recordedthrough
operating
(loss)
income.
We
allocated
the
excess
of
the
purchase
price
over
the
fair
value
of
assets
acquired
and
liabilities
assumed
to
goodwill,
which
isnot
deductible
for
tax
purposes.
The
goodwill
arising
from
our
acquisition
of
Endeka
was
attributable
primarily
to
expected
synergies
and
other
benefits,
includingthe
acquired
workforce.







The
contingent
consideration
was
valued
at
the
date
of
acquisition
using
a
discounted
cash
flow
method
with
probability
weighted
cash
flows
and
a
discountrate
of
50.5%.
The
identifiable
intangible
assets
were
primarily
valued
using
the
excess
earnings,
relief
from
royalty,
and
replacement
cost
methods
using
discountrates
ranging
from
40.0%
to
50.0%
and
royalty
rates
ranging
from
0.5%
to
1.5%,
where
applicable.F-24Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)3.
Acquisitions
(Continued)







The
amortizable
intangible
assets
were
being
amortized
straight-line
over
their
estimated
useful
lives.
The
following
summarizes
the
final
purchase
priceallocation:







During
the
year
ended
December
31,
2014,
we
paid
the
holdback
consideration
in
the
amount
of
$275
to
the
previous
Endeka
shareholders.Pro
forma
results
(Unaudited)







The
following
table
presents
the
unaudited
pro
forma
results
of
the
Company
for
the
year
ended
December
31,
2013
as
if
the
acquisitions
of
Endeka
andAWG
had
occurred
during
the
year
ended
December
31,
2012.
These
results
were
not
intended
to
reflect
the
actual
operations
of
the
Company
had
the
acquisitionoccurred
during
the
year
ended
December
31,
2012.
We
did
not
record
any
incremental
income
taxes
for
pro
forma
net
loss
because
we
established
a
valuationallowance
in
2013.F-25


Estimated
Fair
Value
Estimated
Useful
Life
(years)
Consideration:






Cash
paid
$4,894



Holdback
consideration

275



Contingent
consideration

1,329



Total
consideration
$6,498



Recognized
amounts
of
identifiable
assets
acquired
and
liabilities
assumed:






Cash
$20



Other
current
assets

44



Property
and
equipment

4,617



Other
assets

12



Accounts
payable

(992)


Other
current
liabilities

(211)


Notes
payable
and
financed
liabilities

(6,476)


Deferred
tax
liabilities

(2,637)


Net
tangible
liabilities
acquired

(5,623)


Existing
contracts
and
relationships

4,770

10.0
Technology

930

6.0
Trademark
and
tradename

300

10.0
Non-compete
agreement

250

2.0
Other
intangibles

95

10.0
Goodwill

5,776



Total
purchase
price
$6,498



Revenue
$114,492
Net
loss
$(4,945)Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)4.
Cash
and
cash
equivalents
and
marketable
securities







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







All
contractual
maturities
of
marketable
securities
were
less
than
one
year
at
December
31,
2014.
These
consist
primarily
of
corporate
securities
whichinclude
commercial
paper
and
corporate
debt
instruments
including
notes
issued
by
foreign
or
domestic
corporations
which
pay
in
U.S.
dollars
and
carry
a
rating
ofA
or
better.







For
the
years
ended
December
31,
2015,
2014
and
2013,
interest
income
was
$66,
$114
and
$181,
respectively,
which
is
included
in
interest
and
other(expense)
income,
net
in
the
accompanying
consolidated
statements
of
operations.5.
Accounts
receivables,
net
and
other
receivables







Accounts
receivable,
net
of
allowances
for
doubtful
accounts
and
other
receivables
consisted
of
the
following:







Access
fees
are
recorded
under
long-term
contracts
with
our
wholesale
partners
that
are
telecom
operators
for
access
to
our
DAS
at
our
managed
and
operatedlocations.
Platform
service
fees
are
recorded
under
long-term
contracts
with
our
wholesale
partners.
These
access
and
platform
service
fees
escalate
on
an
annualbasis
from
which
we
receive
fixed
contractual
payments
and
recognize
revenue
ratably
over
the
term
of
the
contracts.F-26


December
31,



2015
2014
Cash
and
cash
equivalents:






Cash
$12,488
$3,247
Money
market
accounts

2,230

5,602
Total
cash
and
cash
equivalents
$14,718
$8,849
Short-term
marketable
securities:






Marketable
securities
$—
$1,614
Total
short-term
marketable
securities
$—
$1,614



December
31,



2015
2014
Trade
receivables,
net
of
allowances
$41,736
$25,562
Unbilled
access
fees

1,654

2,142
Unbilled
platform
service
arrangements

162

213
Accounts
receivable,
net
$43,552
$27,917
Unbilled
access
fees
$360
$115
Unbilled
platform
service
arrangements

3,472

—
Non-current
other
receivables
$3,832
$115
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)5.
Accounts
receivables,
net
and
other
receivables
(Continued)







Included
in
accounts
receivables,
net
for
the
periods
indicated
was
the
allowance
for
doubtful
accounts,
which
consisted
of
the
following:6.
Accrued
expenses
and
other
liabilities







Accrued
expenses
and
other
liabilities
consisted
of
the
following:F-27


Allowance
for
Doubtful
Accounts
Balance,
December
31,
2012
$179
Additions
charged
to
operations

209
Deductions
from
reserves,
net

(43)Balance,
December
31,
2013

345
Additions
charged
to
operations

191
Deductions
from
reserves,
net

(142)Balance,
December
31,
2014

394
Additions
charged
to
operations

304
Deductions
from
reserves,
net

(93)Balance,
December
31,
2015
$605



December
31,



2015
2014
Salaries
and
wages
$3,074
$2,389
Revenue
share

4,560

5,683
Accrued
partner
network

969

1,105
Accrued
for
construction
in
progress

21,696

9,438
Settlement
liabilities

—

1,850
Accrued
professional
fees

651

1,241
Accrued
taxes

916

327
Deferred
rent

22

18
Holdback
liabilities

—

1,615
Contingent
consideration

—

131
Other

4,440

2,312
Total
accrued
expenses
and
other
liabilities
$36,328
$26,109
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)7.
Property
and
equipment







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







Included
in
property
and
equipment
at
December
31,
2015
and
2014
was
equipment
acquired
under
capital
leases
totaling
$5,080
and
$1,209,
respectively,and
related
accumulated
depreciation
and
amortization
of
$932
and
$300,
respectively.







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







During
the
year
ended
December
31,
2015,
the
company
recognized
$215
of
impairment
losses
primarily
related
to
build-out
projects
that
were
abandoned.







During
the
year
ended
December
31,
2014,
the
Company
recognized
$406
of
impairment
losses
related
to
a
change
in
the
use
of
certain
software
developedfor
internal
use
that
indicated
that
the
carrying
value
of
those
assets
will
not
be
recoverable,
and
$494
of
net
impairment
losses
related
to
a
venue
terminationagreement
that
resulted
in
the
abandonment
of
our
Wi-Fi
network
assets
and
the
release
of
the
corresponding
capital
lease
obligations
associated
with
those
assets.The
impairment
charges
for
internal
use
software
and
abandoned
Wi-Fi
network
assets
are
included
within
development
and
technology
expenses
and
general
andadministrative
expenses,
respectively,
in
the
accompanying
consolidated
statements
of
operations.F-28


December
31,



2015
2014
Leasehold
improvements
$243,743
$152,627
Construction
in
progress

57,692

20,104
Software

24,349

17,827
Computer
equipment

10,366

7,909
Furniture,
fixtures
and
office
equipment

1,738

297
Total
property
and
equipment

337,888

198,764
Less:
accumulated
depreciation
and
amortization

(123,388)
(86,992)Total
property
and
equipment,
net
$214,500
$111,772



For
the
Years
Ended
December
31,



2015
2014
2013
Network
access
$22,666
$18,074
$12,651
Network
operations

9,058

5,662

4,091
Development
and
technology

5,441

3,381

1,992
General
and
administrative

1,128

329

206
Total
depreciation
and
amortization
of
property
and
equipment
$38,293
$27,446
$18,940
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)8.
Intangible
assets







The
following
table
sets
forth
the
changes
in
our
intangible
assets
balance,
for
all
periods
presented:







During
2015,
we
recorded
impairment
losses
for
the
termination
of
a
contract
and
certain
patent
applications
that
we
abandoned.
During
2014,
we
recordedimpairment
losses
for
certain
patent
applications
that
we
abandoned.







Intangible
assets
at
December
31,
2015
consist
of
the
following:







Intangible
assets
at
December
31,
2014
consist
of
the
following:







The
decrease
in
our
intangible
assets
cost
and
accumulated
amortization
balances
from
2014
to
2015
related
to
the
write-off
of
intangible
assets
that
wereimpaired
as
well
as
intangible
assets
that
have
expired.F-29


Intangible
Assets
Balance,
December
31,
2013
$23,413
Amortization
expense

(3,682)Impairment
loss

(55)Balance,
December
31,
2014

19,676
Amortization
expense

(3,594)Impairment
loss

(27)Balance,
December
31,
2015
$16,055



Historical
Cost
Accumulated
Amortization
Net
Venue
contracts
$23,630
$(11,104)$12,526
Non-compete
agreements

3,590

(1,556)
2,034
Technology

2,310

(1,295)
1,015
Advertiser
relationships

70

(48)
22
Patents,
trademarks
and
other

1,034

(576)
458

$30,634
$(14,579)$16,055



Historical
Cost
Accumulated
Amortization
Net
Venue
contracts
$36,356
$(21,582)$14,774
Non-compete
agreements

3,840

(1,067)
2,773
Technology

2,300

(863)
1,437
Advertiser
relationships

70

(34)
36
Patents,
trademarks
and
other

1,353

(697)
656

$43,919
$(24,243)$19,676
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)8.
Intangible
assets
(Continued)







Amortization
expense
for
fiscal
years
2016
through
2020
and
thereafter
is
as
follows:9.
Fair
value
measurement







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









Our
marketable
securities
utilize
Level
2
inputs
and
consist
primarily
of
corporate
securities
which
include
commercial
paper
and
corporate
debt
instrumentsincluding
notes
issued
by
foreign
or
domestic
corporations
which
pay
in
U.S.
dollars
and
carry
a
rating
of
A
or
better.
We
have
evaluated
the
various
types
ofsecurities
in
our
investment
portfolio
to
determine
an
appropriate
fair
value
hierarchy
level
based
upon
trading
activity
and
the
observability
of
market
inputs.
Dueto
variations
in
trading
volumes
and
the
lack
of
quoted
market
prices
in
active
markets,
our
fixed
maturities
are
classified
as
Level
2
securities.
The
fair
value
ofour
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.F-30Year
Amortization
Expense
2016
$3,451
2017

3,221
2018

2,372
2019

1,634
2020

1,556
Thereafter

3,821

$16,055
At
December
31,
2015
Level
1
Level
2
Level
3
Total
Assets:












Money
market
accounts
$2,230
$—
$—
$2,230
Total
assets
$2,230
$—
$—
$2,230
At
December
31,
2014
Level
1
Level
2
Level
3
Total
Assets:












Money
market
accounts
$5,602
$—
$—
$5,602
Marketable
securities

—

1,614

—

1,614
Total
assets
$5,602
$1,614
$—
$7,216
Liabilities:












Contingent
consideration
$—
$—
$131
$131
Total
liabilities
$—
$—
$131
$131
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)9.
Fair
value
measurement
(Continued)







The
Company
used
the
income
approach
to
value
the
contingent
consideration.
The
contingent
consideration
used
a
discounted
cash
flow
method
withprobability
weighted
cash
flows
for
Endeka.
The
following
table
presents
a
reconciliation
of
the
beginning
and
ending
amounts
related
to
the
fair
value
ofcontingent
consideration
categorized
as
Level
3:10.
Stockholders'
equity







At
December
31,
2015
and
2014,
we
are
authorized
to
issue
up
to
100,000,000
shares
of
common
stock.
We
are
required
to
reserve
and
keep
available
out
ofour
authorized
but
unissued
shares
of
common
stock
such
number
of
shares
sufficient
to
effect
the
exercise
of
all
outstanding
common
stock
warrants,
plus
sharesgranted
and
available
for
grant
under
our
Amended
and
Restated
2001
Stock
Incentive
Plan
(the
"2001
Plan")
and
2011
Equity
Incentive
Plan
(the
"2011
Plan").







The
amount
of
such
shares
of
common
stock
reserved
for
these
purposes
is
as
follows:11.
Credit
Facility







On
November
21,
2014,
we
entered
into
a
Credit
Agreement
(the
"Credit
Agreement")
and
related
agreements
with
Bank
of
America,
N.A.
acting
as
agent
forlenders
named
therein,
including
Bank
of
America,
N.A.
and
Silicon
Valley
Bank
(the
"Lenders"),
for
a
secured
credit
facility
in
the
form
of
a
revolving
line
ofcredit
in
the
initial
amount
of
up
to
$46,500,
with
an
option
to
increase
the
available
amount
to
$86,500
upon
the
satisfaction
of
certain
conditions
(the
"RevolvingLine
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
underthe
Credit
Facility
for
general
working
capital
and
corporate
purposes.
In
general,
amounts
borrowed
under
the
Credit
Facility
are
secured
by
a
lien
against
all
ofour
assets,
with
certain
exclusions.F-31Beginning
balance,
January
1,
2014
$1,942
Payment
of
contingent
consideration

(1,000)Change
in
fair
value

(811)Balance,
December
31,
2014

131
Payment
of
contingent
consideration

(17)Change
in
fair
value

(114)Balance,
December
31,
2015
$—



December
31,
2015
December
31,
2014



(in
thousands)

Outstanding
stock
options
under
the
2001
Plan

1,220

1,525
Outstanding
stock
options
under
the
2011
Plan

2,528

2,816
Outstanding
RSUs
under
the
2011
Plan

1,819

1,385
Shares
available
for
grant
under
the
2011
Plan

5,978

4,492
Total

11,545

10,218
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)11.
Credit
Facility
(Continued)







As
of
December
31,
2015
and
2014,
$15,000
and
$0,
respectively,
was
outstanding
under
the
Revolving
Line
of
Credit.
Amounts
outstanding
under
theRevolving
Line
of
Credit
are
classified
within
long-term
debt
in
our
consolidated
balance
sheet
as
of
December
31,
2015
as
we
do
not
expect
to
repay
theoutstanding
debt
in
the
next
twelve-month
period.
The
Revolving
Line
of
Credit
requires
quarterly
payments
of
interest
and
matures
on
November
21,
2018,
butmay
be
prepaid
in
whole
or
part
at
any
time.
Amounts
borrowed
under
the
Revolving
Line
of
Credit
and
Term
Loan
will
bear,
at
the
Company's
election,
a
variableinterest
at
LIBOR
plus
2.5%
-
3.5%
or
Lender's
Prime
Rate
plus
1.5%
-
2.5%
per
year
and
we
will
pay
a
fee
of
0.375%
-
0.5%
per
year
on
any
unused
portion
ofthe
Revolving
Line
of
Credit.
As
of
December
31,
2015,
$2,625
was
outstanding
under
the
Term
Loan
at
a
rate
of
3.3%.
The
Term
Loan
requires
quarterlypayments
of
interest
and
principal,
amortizing
fully
over
the
four-year-term
such
that
it
is
repaid
in
full
on
the
maturity
date
of
November
21,
2018,
but
may
beprepaid
in
whole
or
part
at
any
time.
Repayment
of
amounts
borrowed
under
the
Credit
Facility
may
be
accelerated
in
the
event
that
we
are
in
violation
of
therepresentations,
warranties
and
covenants
made
in
the
Credit
Agreement,
including
certain
financial
covenants
set
forth
therein,
and
under
other
specified
defaultevents
including,
but
not
limited
to,
non-payment
or
inability
to
pay
debt,
breach
of
cross
default
provisions,
insolvency
provisions,
and
change
of
control.







Principal
payments
due
under
our
Term
Loan
for
fiscal
years
2016
through
2018
is
as
follows:







The
Company
is
subject
to
customary
financial
and
non-financial
covenants,
including
a
minimum
quarterly
consolidated
leverage
ratio,
a
maximum
quarterlyconsolidated
fixed
charge
coverage
ratio,
and
monthly
liquidity
minimums.
The
Company
was
in
compliance
with
all
financial
covenants
as
of
December
31,2015.







The
Company
incurred
debt
issuance
costs
of
$711
in
November
2014
and
an
additional
$62
in
August
2015.
Debt
issuance
costs
are
amortized
on
a
straight-line
basis
over
the
term
of
the
Credit
Facility.
Amortization
expense
related
to
debt
issuance
costs
are
included
in
interest
and
other
(expense)
income
in
theaccompanying
consolidated
statements
of
operations
for
the
years
ended
December
31,
2015
and
2014.
Amortization
and
interest
expense
capitalized
amounted
to$648
for
the
year
ended
December
31,
2015.
Amortization
and
interest
expense
recorded
amounted
to
$34
for
the
year
ended
December
31,
2014.
Interest
rates
forour
Credit
Facility
for
the
year
ended
December
31,
2015
ranged
from
2.67%
to
3.33%.F-32Year
Principal
Payments
2016
$875
2017

875
2018

875

$2,625
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)11.
Credit
Facility
(Continued)







Amortization
expense
for
our
debt
issuance
costs
for
fiscal
years
2016
through
2018
is
as
follows:







As
of
December
31,
2015
and
2014,
the
carrying
amount
reflected
in
the
accompanying
consolidated
balance
sheets
for
the
current
portion
of
long-term
debtand
long-term
debt
approximates
fair
value
(Level
2)
based
on
the
variable
nature
of
the
interest
rates
and
lack
of
significant
change
in
our
credit
risk.12.
Income
taxes







The
income
tax
expense
(benefit)
by
jurisdiction
consists
of
the
following
for
the
years
ended
December
31:F-33Year
Amortization
Expense
2016
$197
2017

197
2018

174

$568



2015
2014
2013
U.S.
federal:









Current
$27
$6
$(402)Deferred

319

328

1,158
Total
U.S.
federal
$346
$334
$756
U.S.
state
and
local:









Current
$134
$226
$248
Deferred

1

140

457
Total
U.S.
state
and
local
$135
$366
$705
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)12.
Income
taxes
(Continued)







Income
taxes
differ
from
the
amounts
computed
by
applying
the
U.S.
federal
income
tax
rate
to
pretax
income
before
income
taxes
as
a
result
of
the
followingfor
the
years
ended
December
31:







We
have
a
foreign
subsidiary
in
the
United
Kingdom,
which
has
generated
losses
since
inception
resulting
in
a
$1,528
deferred
tax
asset
with
a
correspondingvaluation
allowance
as
of
December
31,
2015.
We
also
have
a
majority
owned
foreign
subsidiary
in
Brazil,
which
has
generated
losses
since
inception
resulting
ina
$476
deferred
tax
assets
with
a
corresponding
valuation
allowance
as
of
December
31,
2015.
Foreign
loss
before
income
taxes
was
$1,381,
$1,251,
and
$559
for2015,
2014,
and
2013,
respectively.F-34


2015
2014
2013
Federal
statutory
rate

34.0%
34.0%
34.0%State
and
local

4.1

4.6

(5.7)Foreign
rate
differential

(0.5)
(0.7)
(3.2)Stock
options

(1.5)
(0.5)
(0.7)Non-controlling
interests

0.5

1.9

15.2
Valuation
allowance

(39.0)
(45.1)
(128.5)Transaction
costs

—

—

(6.7)Purchase
price
adjustments

—

—

6.6
Revaluation
of
deferred
tax
assets

—

—

2.8
Uncertain
tax
positions

(0.1)
(0.1)
(2.9)Return
to
provision

—

0.6

9.3
Other

0.3

1.4

1.1
Income
taxes

(2.2)%
(3.9)%
(78.7)%Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)12.
Income
taxes
(Continued)







Deferred
income
tax
reflects
the
tax
effects
of
temporary
differences
that
gave
rise
to
significant
portions
of
our
deferred
tax
assets
and
liabilities
andconsisted
of
the
following
for
the
years
ended
December
31,
2015
and
2014,
respectively:







In
assessing
the
realizability
of
deferred
tax
assets,
we
consider
whether
it
is
more
likely
than
not
that
some
portion
or
all
of
the
deferred
tax
assets
will
not
berealized.
As
of
December
31,
2015
and
2014,
we
had
federal
net
operating
loss
carryforwards
of
approximately
$55,278
and
$35,555,
respectively,
state
netoperating
loss
carryforwards
of
approximately
$68,614
and
$55,457,
respectively,
and
foreign
net
operating
loss
carryforwards
of
$9,042
and
$7,661,
respectively.The
federal
net
operating
loss
carryforwards
will
begin
to
expire
in
2025,
and
our
foreign
net
operating
loss
carryforwards
have
an
indefinite
life.
Our
state
netoperating
loss
carryforwards
are
principally
related
to
California
net
operating
losses
and
will
begin
to
expire
in
2016.
Our
ability
to
utilize
certain
of
our
netoperating
loss
carryforwards
may
be
limited
in
the
event
that
a
change
in
ownership,
as
defined
in
the
Internal
Revenue
Code,
occurs
in
the
future.F-35


2015
2014
Deferred
tax
assets:






Net
operating
loss
carryforwards
$16,895
$10,115
Outside
basis
differences
for
U.S.
partnerships

6,190

3,710
Stock
options

3,882

3,348
Deferred
revenue

376

648
Deferred
compensation

301

144
State
taxes

67

45
Other

1,312

1,341
Valuation
allowance

(19,548)
(12,470)Net
deferred
tax
assets

9,475

6,881
Deferred
tax
liabilities:






Intangible
assets

(6,268)
(6,855)Property
and
equipment

(6,172)
(2,671)Net
deferred
tax
liabilities

(12,440)
(9,526)Net
deferred
taxes
$(2,965)$(2,645)Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)12.
Income
taxes
(Continued)







The
following
table
sets
forth
the
changes
in
the
valuation
allowance,
for
all
periods
presented:







During
the
year
ended
December
31,
2013,
we
recorded
a
$2,432
increase
in
our
valuation
allowance
on
our
federal
deferred
tax
assets,
primarily
due
tochanges
in
our
expectations
regarding
our
ability
to
realize
these
deferred
tax
assets.
This
resulted
from
a
determination
that
it
was
more
likely
than
not
that
certainfederal
net
deferred
tax
assets
would
not
be
realized.
We
won
some
significant
new
contracts
for
the
build
out
of
broadband
and
IPTV
networks
for
troopsstationed
on
military
bases
that
require
us
to
make
investments
and
incur
losses
in
advance
of
experiencing
any
direct
benefit
from
them
including
generation
ofrevenues.







In
reaching
the
determination
of
the
valuation
allowance,
we
have
evaluated
all
significant
available
positive
and
negative
evidence
including,
but
not
limitedto,
our
three
year
cumulative
results,
trends
in
our
business,
expected
future
results
and
the
character,
amount
and
expiration
periods
of
our
net
deferred
tax
assets.The
underlying
assumptions
we
used
in
forecasting
future
income
required
significant
judgment
and
took
into
account
our
recent
performance.







During
2013
we
realized
excess
windfall
tax
benefits
of
approximately
$55
from
stock
option
exercises.
These
benefits
decreased
income
taxes
payable
andwere
recorded
as
an
increase
to
additional
paid-in
capital
in
the
accompanying
consolidated
balance
sheets.
In
accordance
with
the
reporting
requirements
underASC
718,
we
did
not
include
excess
windfall
tax
benefits
resulting
from
stock
option
exercises
as
components
of
our
gross
deferred
tax
assets
and
correspondingvaluation
allowance
disclosures,
as
tax
attributes
related
to
those
windfall
tax
benefits
should
not
be
recognized
until
they
result
in
a
reduction
of
taxes
payable.The
tax
effected
amount
of
gross
unrealized
net
operating
loss
carryforwards
excluded
under
ASC
718
was
approximately
$6,933
at
December
31,
2015.
Whenrealized,
those
excess
windfall
tax
benefits
are
credited
to
additional
paid-in
capital.







We
recognized
interest
and
penalties
related
to
income
tax
matters
in
income
taxes
which
were
not
material
during
the
years
ended
December
31,
2015,
2014,and
2013.







We
identify,
evaluate
and
measure
all
uncertain
tax
positions
taken
or
to
be
taken
on
tax
returns
and
record
liabilities
for
the
amount
of
these
positions
thatmay
not
be
sustained,
or
may
only
partially
be
sustained,
upon
examination
by
the
relevant
taxing
authorities.
Although
we
believe
that
ourF-36


Valuation
Allowance
Balance,
December
31,
2012
$1,669
Additions
charged
to
operations

2,432
Decrease
credited
to
operations

—
Balance,
December
31,
2013

4,101
Additions
charged
to
operations

8,369
Decrease
credited
to
operations

—
Balance,
December
31,
2014

12,470
Additions
charged
to
operations

7,078
Decrease
credited
to
operations

—
Balance,
December
31,
2015
$19,548
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)12.
Income
taxes
(Continued)estimates
and
judgments
were
reasonable,
actual
results
may
differ
from
these
estimates.
Some
or
all
of
these
judgments
are
subject
to
review
by
the
taxingauthorities.
As
of
December
31,
2015
and
2014,
we
had
$363
and
$459
in
uncertain
tax
positions,
respectively,
$84
and
$106,
respectively,
of
which
is
a
reductionto
deferred
tax
assets,
which
is
presented
net
of
uncertain
tax
positions,
in
the
accompanying
consolidated
balance
sheets.
We
accrue
interest
and
penalties
relatedto
unrecognized
tax
benefits
as
a
component
of
income
taxes.
As
of
December
31,
2015
and
2014,
we
have
accrued
$50
and
$67
for
related
interest,
net
of
federalincome
tax
benefits,
and
penalties
recorded
in
income
tax
expense
on
our
consolidated
statements
of
operations,
respectively.
The
amount
of
unrecognized
taxbenefits
that,
if
recognized,
would
affect
the
effective
tax
rate
at
December
31,
2015
was
$229.







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







Our
annual
income
taxes
and
the
determination
of
the
resulting
deferred
tax
assets
and
liabilities
involve
a
significant
amount
of
judgment.
Our
judgments,assumptions
and
estimates
relative
to
current
income
taxes
take
into
account
current
tax
laws,
their
interpretation
of
current
tax
laws
and
possible
outcomes
ofcurrent
and
future
audits
conducted
by
foreign
and
domestic
tax
authorities.
We
operate
within
federal,
state
and
international
taxing
jurisdictions
and
are
subject
toaudit
in
these
jurisdictions.
These
audits
can
involve
complex
issues
which
may
require
an
extended
period
of
time
to
resolve.
We
are
subject
to
taxation
in
theUnited
States
and
in
various
states.
Our
tax
years
2012
and
forward
are
subject
to
examination
by
the
IRS
and
our
tax
years
2011
and
forward
are
subject
toexamination
by
material
state
jurisdictions.
However,
due
to
prior
year
loss
carryovers,
the
IRS
and
state
tax
authorities
may
examine
any
tax
years
for
which
thecarryovers
are
used
to
offset
future
taxable
income.13.
Commitments
and
contingenciesCapital
and
operating
leases







We
lease
space
in
managed
and
operated
locations,
primarily
airports,
under
exclusive
long-term,
non-cancellable
contracts
to
provide
Wi-Fi
connectivity
andcellular
phone
access
to
our
DAS
network.
Our
leases
generally
contain
initial
terms
that
range
up
to
twenty
years.
The
agreements
generally
contain
renewalclauses
and
may
include
escalation
clauses.
Minimum
rent
expense
is
recorded
on
a
straight-line
basis
over
the
term
of
the
lease.
Rent
expense
related
to
our
leasesfor
the
years
ended
December
31,
2015,
2014
and
2013
was
$25,099,
$29,434
and
$20,234,
respectively.F-37


Uncertain
Tax
Positions
Balance,
December
31,
2013
$392
Additions
for
current
period
tax
positions

—
Balance,
December
31,
2014

392
Additions
for
current
period
tax
positions

—
Effective
settlement
during
the
current
period

(79)Balance,
December
31,
2015
$313
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)13.
Commitments
and
contingencies
(Continued)







We
lease
equipment,
primarily
data
communication
equipment
and
database
software
under
non-cancellable
capital
leases
that
will
expire
over
the
next
threeyears.
The
leases
are
collateralized
by
the
equipment
under
the
lease.
Interest
expense
associated
with
the
capital
leases
for
the
years
ended
December
31,
2015,2014
and
2013
was
$58,
$33
and
$15,
respectively.
We
also
lease
office
space
under
non-cancellable
operating
leases
and
our
long-term
office
leases
may
includeescalation
clauses,
rent
holidays,
and/or
leasehold
improvement
incentives.
Rent
expense
for
our
leases
of
office
facilities,
which
is
recorded
on
a
straight-linebasis
over
the
term
of
the
lease,
for
the
years
ended
December
31,
2015,
2014
and
2013
was
$2,995,
$1,621
and
$1,227,
respectively.
Included
in
rent
expense
forthe
years
ended
December
31,
2015,
2014
and
2013
was
sublease
income
of
$13,
$27
and
$54,
respectively.







Future
minimum
lease
obligations
under
non-cancellable
operating
and
capital
leases
at
December
31,
2015
are
as
follows:Letters
of
credit







We
have
entered
into
Letter
of
Credit
Authorization
agreements
(collectively,
"Letters
of
Credit"),
which
are
issued
under
our
Credit
Agreement.
The
Lettersof
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
ofDecember
31,
2015,
we
have
Letters
of
Credit
totaling
$3,643
that
are
scheduled
to
expire
over
the
next
eleven-month
period.
There
have
been
no
drafts
drawnunder
these
Letters
of
Credit
as
of
December
31,
2015.Legal
proceedings







From
time
to
time,
we
may
be
subject
to
claims,
suits,
investigations
and
proceedings
arising
out
of
the
normal
course
of
business.
We
are
not
currently
aparty
to
any
litigation
that
we
believe
could
have
a
material
adverse
effect
on
our
business,
financial
position,
results
of
operations
or
cash
flows.
Legal
costs
areexpensed
as
incurred.F-38Years
ended
December
31,
Capital
Leases
Operating
Leases
and
Venue
Guarantees
2016
$1,610
$11,536
2017

1,686

10,431
2018

554

9,567
2019

—

7,273
2020

—

6,961
Thereafter

—

29,777
Minimum
lease
payments

3,850
$75,545
Less:
Amounts
representing
interest
ranging
from
2.4%
to
7.7%

(23)


Minimum
lease
payments
$3,827



Current
portion
$1,610



Non-current
portion
$2,217



Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)13.
Commitments
and
contingencies
(Continued)Indemnification







Indemnification
provisions
in
our
third-party
service
provider
agreements
provide
that
we
will
indemnify,
hold
harmless,
and
reimburse
the
indemnifiedparties
on
a
case-by-case
basis
for
losses
suffered
or
incurred
by
the
indemnified
parties
in
connection
with
any
claim
by
any
third
party
as
a
result
of
our
website,advertising,
marketing,
payment
processing,
collection
or
customer
service
activities.
The
maximum
potential
amount
of
future
payments
we
could
be
required
tomake
under
these
indemnification
provisions
is
undeterminable.
We
have
never
paid
a
claim,
nor
have
we
been
sued
in
connection
with
these
indemnificationprovisions.
At
December
31,
2015
and
2014,
we
have
not
accrued
a
liability
for
these
guarantees,
because
the
likelihood
of
incurring
a
payment
obligation
inconnection
with
these
guarantees
is
not
probable.Employment
contracts







As
of
December
31,
2015,
we
have
entered
into
employment
contracts
with
nine
of
our
officers.
These
contracts
generally
provide
for
severance
benefits,including
salary
continuation,
if
employment
is
terminated
by
us
without
cause
or
by
the
officer
for
good
reason.
In
addition,
in
order
to
assure
that
they
wouldcontinue
to
provide
independent
leadership
consistent
with
our
best
interests
in
the
event
of
an
actual
or
threatened
change
in
control,
the
contract
also
generallyprovides
for
certain
protections
in
the
event
of
such
a
change
in
control.
These
protections
include
the
payment
of
certain
severance
benefits,
including
salarycontinuation,
upon
the
termination
of
employment
following
a
change
in
control.Other
matters







We
have
received
a
claim
from
one
of
our
venue
partners
with
respect
to
contractual
terms
on
our
revenue
share
payments.
The
claim
asserts
that
we
haveunderpaid
revenue
share
payments
and
related
interest
by
approximately
$4,600.
We
believe
this
claim
to
be
without
merit
and
plan
to
defend
against
such
claim.As
of
December
31,
2015,
we
have
accrued
for
the
probable
and
estimable
losses
that
have
been
incurred.
We
are
not
currently
a
party
to
any
other
claims
that
webelieve
could
have
a
material
adverse
effect
on
our
business,
financial
position,
results
of
operations
or
cash
flows.14.
Stock
repurchases







On
April
1,
2013,
the
Company
approved
a
stock
repurchase
program
to
repurchase
up
to
$10,000
of
the
Company's
common
stock
in
the
open
market,exclusive
of
any
commissions,
markups
or
expenses.
The
stock
repurchased
will
be
retired
and
will
resume
the
status
of
authorized
but
unissued
shares
of
commonstock.
The
Company
did
not
repurchase
any
of
our
common
stock
during
the
year
ended
December
31,
2014
and
2015.
During
the
year
ended
December
31,
2013,we
repurchased
and
retired
approximately
722,000
shares
under
this
program
for
approximately
$4,820,
excluding
commissions
paid,
at
an
average
price
per
shareof
$6.68.
As
of
December
31,
2015,
the
remaining
approved
amount
for
repurchases
was
approximately
$5,180.F-39Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)15.
Stock
incentive
plans







In
March
2011,
our
board
of
directors
approved
the
2011
Plan.
The
2011
Plan
provides
for
the
grant
of
incentive
and
non-statutory
stock
options,
stockappreciation
rights,
restricted
shares
of
our
common
stock,
stock
units,
and
performance
cash
awards.
As
of
January
1
st

of
each
year,
the
number
of
shares
ofcommon
stock
reserved
for
issuance
under
the
2011
Plan
shall
automatically
be
increased
by
a
number
equal
to
the
lesser
of
(a)
4.5%
of
the
total
number
of
sharesof
common
stock
then
outstanding,
(b)
3,000,000
shares
of
common
stock
or
(c)
as
determined
by
our
board
of
directors.
As
of
December
31,
2015,
10,324,899shares
of
common
stock
were
reserved
for
issuance.
As
of
December
31,
2015,
options
to
purchase
5,229,486
shares
of
common
stock
and
3,896,251
RSUs
havebeen
granted
under
the
2011
Plan.







At
the
2015
Annual
Meeting
of
Stockholders
held
on
June
12,
2015,
our
stockholders
approved
the
following
amendments
to
our
2011
Equity
Incentive
Plan:(a)
termination
of
the
automatic
"evergreen"
share
reserve
increase
feature
after
January
2018,
so
that
no
additional
automatic
annual
share
increases
will
occurthereafter;
(b)
remove
the
discretion
to
re-price
any
stock
award;
(c)
implement
more
conservative
"share
counting"
provisions,
so
that
the
following
shares
will
nolonger
be
available
for
subsequent
issuance:
(i)
shares
applied
to
pay
the
exercise
price
of
an
option,
(ii)
shares
not
otherwise
issued
in
connection
with
the
stocksettlement
of
stock
appreciation
rights,
(iii)
shares
used
to
satisfy
tax
withholding
obligations
relating
to
any
stock
award,
and
(iv)
shares
reacquired
by
us
usingcash
proceeds
from
the
exercise
of
options;
and
(d)
ensure
that
certain
awards
are
intended
to
qualify
as
performance-based
compensation
under
Section
162(m)
ofthe
Internal
Revenue
Code.







No
further
awards
will
be
made
under
our
Amended
and
Restated
2001
Stock
Incentive
Plan
and
it
will
be
terminated.
Options
outstanding
under
the
2001Plan
will
continue
to
be
governed
by
their
existing
terms.
As
of
December
31,
2015,
options
to
purchase
1,220,562
shares
of
common
stock
were
outstandingunder
the
2001
Plan.







The
following
table
summarizes
our
stock-based
compensation
expense
included
in
the
consolidated
statements
of
operations
for
2015,
2014
and
2013:







For
the
year
ended
December
31,
2015
and
2014,
we
capitalized
$778
and
$398,
respectively,
of
stock-based
compensation
expense.Stock
option
awards







We
grant
stock
option
awards
to
both
employees
and
non-employee
directors.
The
grant
date
for
these
awards
is
the
same
as
the
measurement
date.
The
stockoption
awards
generally
vest
over
a
four
year
service
period
with
25%
vesting
when
the
individual
completes
12
months
of
continuous
serviceF-40


Years
ended
December
31,



2015
2014
2013
Network
operations
$1,504
$1,356
$888
Development
and
technology

731

600

380
Selling
and
marketing

3,411

2,017

1,045
General
and
administrative

3,752

3,191

2,193
Total
stock-based
compensation
expense
$9,398
$7,164
$4,506
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)15.
Stock
incentive
plans
(Continued)and
the
remaining
75%
vesting
monthly
thereafter.
These
awards
are
valued
as
of
the
measurement
date
and
the
stock-based
compensation
expense,
net
ofestimated
and
actual
forfeitures,
is
recognized
on
a
straight-line
basis
over
the
requisite
service
period.
A
summary
of
the
activity
for
stock
option
awards
for
2015is
presented
below:







The
aggregate
intrinsic
value
in
the
table
above
represents
the
difference
between
the
estimated
fair
value
of
our
common
stock
at
December
31,
2015
and
theoption
exercise
price,
multiplied
by
the
number
of
in-the-money
options
at
December
31,
2015.
The
intrinsic
value
changes
are
based
on
the
estimated
fair
value
ofour
common
stock.







Stock
options
to
purchase
approximately
440,000,
458,000
and
461,000
shares
of
our
common
stock
were
exercised
during
the
years
ended
December
31,2015,
2014
and
2013
for
cash
proceeds
of
$1,373,
$1,158
and
$614,
respectively.
The
total
intrinsic
value
of
stock
options
exercised
for
the
years
endedDecember
31,
2015,
2014
and
2013
was
$2,214,
$2,027
and
$2,662,
respectively.
We
realized
$55
of
tax
benefits
for
the
deductions
from
stock
option
exercisesduring
2013.







The
weighted
average
grant
date
fair
value
of
options
granted
for
the
years
ended
December
31,
2014
and
2013
was
$2.92
and
$3.03,
respectively.







At
December
31,
2015,
the
total
remaining
stock-based
compensation
expense
for
unvested
stock
option
awards
is
$1,564,
which
is
expected
to
be
recognizedover
a
weighted
average
period
of
1.2
years.Restricted
stock
unit
awards







We
grant
time-based
restricted
stock
units
("RSU")
to
executive
and
non-executive
personnel
and
non-employee
directors.
The
time-based
RSUs
granted
toexecutive
and
non-executive
personnel
generally
vest
over
a
two
to
three
year
period
subject
to
continuous
service
on
each
vesting
date.
The
time-based
RSUs
forour
non-employee
directors
generally
vest
over
a
one
year
period
for
existing
members
and
25%
per
year
over
a
four-year
period
for
new
members
subject
tocontinuous
service
on
each
vesting
date.F-41


Number
of
Options
(000's)
Weighted
Average
Exercise
Price
Weighted-
Average
Remaining
Contract
Life
(years)
Aggregate
Intrinsic
Value
Outstanding
at
December
31,
2014

4,341
$6.60

5.8
$11,017
Exercised

(440)$3.12






Canceled/forfeited

(153)$9.51






Outstanding
at
December
31,
2015

3,748
$6.89

5.0
$6,611
Vested,
exercisable
and
expected
to
vest
at
December
31,
2015

3,728
$6.89

5.0
$6,605
Exercisable
at
December
31,
2015

3,175
$6.73

4.6
$6,475
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)15.
Stock
incentive
plans
(Continued)







We
grant
performance-based
RSUs
to
executive
personnel.
These
awards
vest
subject
to
certain
performance
objectives
based
on
the
Company's
annualrevenue
growth
achieved
during
the
specified
performance
period
and
certain
long-term
service
conditions.
The
maximum
number
of
RSUs
that
may
vest
isdetermined
based
on
actual
Company
achievement
with
one-third
of
the
performance-based
RSUs
vesting
when
the
individual
completes
12
months
of
continuousservice
and
the
balance
vesting
over
a
series
of
eight
successive
equal
quarterly
installments
thereafter
subject
to
continuous
service
on
each
vesting
date.
Werecognize
stock-based
compensation
expense
for
performance-based
RSUs
when
we
believe
that
it
is
probable
that
the
performance
objectives
will
be
met.
As
ofDecember
31,
2015,
the
performance
condition
for
these
performance-based
RSUs
has
been
met.







A
summary
of
the
RSU
activity
in
2015
is
as
follows:







During
the
year
ended
December
31,
2015,
949,254
shares
of
time-based
RSUs
vested.
The
Company
issued
618,238
shares
and
the
remaining
shares
werewithheld
to
pay
minimum
statutory
federal,
state,
and
local
employment
payroll
taxes
on
those
vested
awards.







At
December
31,
2015,
the
total
remaining
stock-based
compensation
expense
for
unvested
RSU
awards
is
$9,510,
which
is
expected
to
be
recognized
over
aweighted
average
period
of
1.95
years.16.
Employee
benefit
plan







We
have
a
defined
contribution
savings
plan
in
accordance
with
Section
401(k)
of
the
Internal
Revenue
Code.
This
plan
covers
substantially
all
employeeswho
meet
the
IRS
requirements
and
allows
participants
to
defer
a
portion
of
their
annual
compensation
on
a
pre-tax
basis.
Company
contributions
to
the
plan
maybe
made
at
the
discretion
of
the
board
of
directors.
Employer
contributions
of
$511,
$393
and
$330
were
made
to
the
plan
by
us
in
2015,
2014
and
2013,respectively.
In
December
2015,
we
made
a
change
to
our
Plan
Administrator.F-42


Number
of
Shares
(000's)
Weighted
Average
Grant
Date
Fair
Value
Non-vested
at
December
31,
2014

1,385
$6.09
Granted

1,472
$7.55
Vested

(949)$7.69
Canceled/forfeited

(89)$7.14
Non-vested
at
December
31,
2015

1,819
$6.39
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)17.
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:







For
the
years
ended
December
31,
2015,
2014
and
2013,
we
excluded
all
assumed
exercises
of
stock
options
and
the
assumed
issuance
of
common
stockunder
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.18.
Quarterly
financial
data
(unaudited)







Summarized
unaudited
quarterly
financial
data
for
fiscal
years
2015
and
2014
are
as
follows:









Losses
per
share
are
computed
separately
for
each
quarter
and
the
full
year
using
the
respective
weighted
average
number
of
shares.
Therefore,
the
sum
of
thequarterly
losses
per
share
amounts
may
not
equal
the
annual
amounts
reported.F-43


Years
ended
December
31,



2015
2014
2013



(in
thousands)

Numerator:









Net
loss
attributable
to
common
stockholders,
basic
and
diluted
$(22,292)$(19,521)$(3,968)Denominator:









Weighted
average
number
of
common
stock,
basic
and
diluted

36,849

35,753

35,578
Net
loss
per
share
attributable
to
common
stockholders:









Basic
and
diluted
$(0.60)$(0.55)$(0.11)


Quarter
Ended
2015
March
31
June
30
September
30
December
31
Revenue
$29,392
$34,277
$37,186
$38,771
Loss
from
operations
$(7,603)$(5,765)$(4,759)$(3,504)Net
loss
attributable
to
common
stockholders
$(7,882)$(5,937)$(4,819)$(3,654)Basic
and
diluted
loss
per
share
$(0.22)$(0.16)$(0.13)$(0.10)


Quarter
Ended
2014
March
31
June
30
September
30
December
31
Revenue
$26,452
$28,396
$30,822
$33,627
Loss
from
operations
$(5,173)$(3,352)$(3,487)$(6,014)Net
loss
attributable
to
common
stockholders
$(5,448)$(3,734)$(3,815)$(6,524)Basic
and
diluted
loss
per
share
$(0.15)$(0.10)$(0.11)$(0.18)Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)19.
Subsequent
eventsCredit
Facility







In
February
2016,
we
borrowed
an
additional
$5,000
under
the
Revolving
Line
of
Credit.







On
February
23,
2016,
we
entered
into
a
Lender
Joinder
Agreement
(the
"Joinder
Agreement")
to
Credit
Agreement,
by
and
among
Bank
of
America,
N.A.acting
as
agent
("Agent")
for
the
lenders
named
in
the
Credit
Agreement
(the
"Lenders")
and
Citizens
Bank,
N.A.
(the
"New
Lender").
The
Joinder
Agreementjoins
the
New
Lender
as
a
Lender
under
the
Credit
Agreement,
increases
the
Revolving
Line
of
Credit
by
$23,250
from
$46,500
to
$69,750,
stipulates
that
the
NewLender
will
provide
the
additional
$23,250
of
the
Revolving
Line
of
Credit
and
effects
certain
other
changes
described
therein.
Additionally,
pursuant
to
theJoinder
Agreement
and
the
Credit
Agreement,
the
Company
entered
into
a
revolving
note
with
the
New
Lender
obligating
the
Company
to
pay
interest
andprincipal
to
the
New
Lender
on
the
New
Lender's
portion
of
the
Revolving
Line
of
Credit.







There
was
no
change
to
the
interest
rates
under
the
Credit
Agreement
and
the
maturity
date
of
the
Revolving
Line
of
Credit
continues
to
be
November
21,2018,
subject
to
prepayment.Equity
Incentive
Plan







In
February
2016,
we
granted
approximately
975,000
time-based
RSUs
to
certain
executives
that
"cliff
vest"
upon
continuous
service
through
February
1,2019
and
approximately
975,000
performance-based
RSUs
(assuming
at-target
achievement)
that
vest
upon
the
achievement
of
performance
objectives
throughDecember
31,
2017
and
continuous
service
through
February
1,
2019.







Additionally,
we
granted
approximately
192,000
time-based
RSUs
to
the
Company's
other
executive
officers
that
vest
quarterly
over
three
years
of
continuousservice
and
192,000
performance-based
RSUs
(assuming
at-target
achievement)
that
vest
upon
the
achievement
of
performance
objectives
through
December
31,2017.
66
2
/
3
%
of
the
performance-based
RSUs
will
vest
on
a
determination
date
not
to
exceed
March
15,
2018,
another
8
1
/
3
%
will
vest
on
May
1,
2018,
and
anadditional
8
1
/
3
%
will
vest
quarterly
thereafter
upon
completion
of
continuous
service.







We
also
granted
approximately
539,000
time-based
RSUs
to
non-executive
personnel
that
will
vest
quarterly
over
three
years
of
continuous
service.







The
grants
were
made
pursuant
to
our
2011
Plan.F-44Table
of
ContentsItem
15.



Exhibits,
Financial
Statement
Schedules








(a)


The
following
documents
are
filed
as
part
of,
or
incorporated
by
reference
into,
this
Annual
Report
on
Form
10-K:







(1)(2)


Financial
Statements.




The
following
consolidated
financial
statements
of
Boingo
Wireless,
Inc.,
and
Report
of
Independent
RegisteredPublic
Accounting
Firm
are
included
in
a
separate
section
of
this
Annual
Report
on
Form
10-K
beginning
on
page
F-2:







All
financial
statement
schedules
have
been
omitted
because
the
required
information
is
not
applicable
or
not
present
in
amounts
sufficient
to
requiresubmission
of
the
schedule,
or
because
the
information
required
is
included
in
our
consolidated
financial
statements
or
the
notes
thereto.







(3)



Exhibits
.



The
exhibits
listed
under
Item
15(b)
hereof
are
filed
with,
or
incorporated
by
reference
into,
this
Annual
Report
on
Form
10-K.
Eachmanagement
contract
or
compensatory
plan
or
arrangement
is
identified
separately
in
item
15(b)
hereof.F-45Description
Page
Number
Report
of
Independent
Registered
Public
Accounting
Firm

F-2
Consolidated
Balance
Sheets
as
of
December
31,
2015
and
2014

F-3
Consolidated
Statements
of
Operations
for
the
Years
Ended
December
31,
2015,
2014
and
2013

F-4
Consolidated
Statements
of
Comprehensive
Income
(Loss)
for
the
Years
Ended
December
31,
2015,
2014
and
2013

F-5
Consolidated
Statements
of
Stockholder's
Equity
for
the
Years
Ended
December
31,
2015,
2014
and
2013

F-6
Consolidated
Statements
of
Cash
Flows
for
the
Years
Ended
December
31,
2015,
2014
and
2013

F-7
Notes
to
Consolidated
Financial
Statements

F-8
Table
of
Contents








(b)


Exhibits.







The
following
exhibits
are
filed
as
part
of,
or
incorporated
by
reference
into,
this
Annual
Report
on
Form
10-K:F-46





Incorporated
by
Reference








Filed
HerewithExhibit
No.
Description
Form
Date
Number
3.2
Amended
and
Restated
Certificate
of
Incorporation.
S-1
03/21/2011
3.2


3.4
Amended
and
Restated
Bylaws.
8-K
12/29/2015
3.1


4.1
Amendment
No.
1
to
Amended
and
Restated
Investor
Rights
Agreement,dated
April
12,
2011.
S-1
04/13/2011
4.1


4.2
Amended
and
Restated
Investor
Rights
Agreement
among
the
Registrantand
certain
stockholders,
dated
June
27,
2006.
S-1
01/14/2011
4.2


10.1
Form
of
Indemnification
Agreement
to
be
entered
into
between
theRegistrant
and
each
of
its
directors
and
officers.
S-1
03/21/2011
10.1


10.2
Amended
and
Restated
2001
Stock
Incentive
Plan.†
S-1
01/14/2011
10.2


10.3
Form
of
Amended
and
Restated
2001
Stock
Plan
Stock
OptionAgreement.†
S-1
01/14/2011
10.3


10.4
2011
Equity
Incentive
Plan
and
forms
of
agreements
thereunder.†
S-1
03/21/2011
10.4


10.5
2011
Equity
Incentive
Plan
Notice
of
Stock
Unit
Award
(PerformanceStock
Units).†
8-K
03/07/2014
99.1


10.5A
Amended
and
Restated
2011
Equity
Incentive
Plan.
10-Q
08/10/2015
10.1


10.6
Letter
agreement
between
the
Registrant
and
David
Hagan,
datedApril
11,
2011.†
S-1
04/13/2011
10.5


10.7
2010
Management
Incentive
Compensation
Plan.†
S-1
01/14/2011
10.7


10.8
Office
Lease
Agreement,
dated
April
2007,
between
CA-10960
WilshireLimited
Partnership
and
Registrant.
S-1
01/14/2011
10.8


10.9
Lease
Amendment
dated
August
19,
2014
between
CA-10960
WilshireLimited
Partnership
and
Registrant.
10-Q
11/10/2014
10.1


10.10
License
Agreement
for
Wireless
Communications
Access
System,
datedNovember
17,
2005,
between
City
of
Chicago
and
Chicago
ConcourseDevelopment
Group,
LLC.^
S-1
04/29/2011
10.9


10.10A
Consent
to
Change
in
Ownership
and
Amendment
of
Agreement,
datedJune
22,
2006,
between
City
of
Chicago
and
Chicago
ConcourseDevelopment
Group,
LLC.
S-1
2/25/2011
10.9A

Table
of
ContentsF-47





Incorporated
by
Reference








Filed
HerewithExhibit
No.
Description
Form
Date
Number
10.11
Amendment
Agreement,
dated
December
31,
2014
between
theRegistrant
and
the
City
of
Chicago.^
10-K
03/16/2015
10.11


10.12
Telecommunications
Network
Access
Agreement,
dated
August
26,1999,
between
The
Port
Authority
of
New
York
and
New
Jersey
andNew
York
Telecom
Partners,
LLC.^
S-1
04/29/2011
10.10


10.13
Supplemental
Agreement,
dated
March
28,
2001
between
The
PortAuthority
of
New
York
and
New
Jersey
and
New
York
TelecomPartners,
LLC.^
S-1
04/29/2011
10.10A


10.14
Supplemental
Agreement,
dated
June
30,
2002
between
the
PortAuthority
of
New
York
and
New
Jersey
and
New
York
TelecomPartners,
LLC.^
10-Q
11/10/2014
10.2


10.15
Supplemental
Agreement,
dated
November
30,
2006
between
the
PortAuthority
of
New
York
and
New
Jersey
and
New
York
TelecomPartners,
LLC.^
10-Q
11/10/2014
10.3


10.16
Letter,
dated
August
19,
2013,
from
New
York
Telecom
Partners,
LLCto
The
Port
Authority
of
New
York
and
New
Jersey.#
10-Q
11/12/2013
10.17


10.17
Supplemental
Agreement,
dated
July
21,
2014
between
the
PortAuthority
of
New
York
and
New
Jersey
and
New
York
TelecomPartners,
LLC.^
10-Q
11/10/2014
10.4


10.18
Management
Incentive
Compensation
Plan.
S-1
03/21/2011
10.11


10.19
Letter
agreement
between
the
Registrant
and
Peter
Hovenier,
datedApril
1,
2013.†
8-K
04/02/2013
10.1


10.20
Letter
Agreement
between
the
Registrant
and
Nick
Hulse,
dated
May
1,2013.†
10-Q
05/10/2013
10.16


10.21
Letter
agreement
between
the
Registrant
and
Dawn
Callahan,
datedJanuary
1,
2013.†
10-K
3/17/2014
10.15


10.22
Letter
agreement
between
the
Registrant
and
Tom
Tracey,
datedSeptember
23,
2011.†
10-K
3/17/2014
10.16


10.23
Letter
agreement
between
the
Registrant
and
Derek
Peterson,
datedJanuary
30,
2013.†
10-K
3/17/2014
10.17


10.24
Credit
agreement
between
the
Registrant
and
Bank
of
America,
N.A.^
10-K
3/16/2015
10.24


10.25
First
Amendment
to
Credit
Agreement.
10-Q
8/10/2015
10.2


10.26
Form
of
Vesting
Extension
Agreement†
8-K
2/03/2016
99.1


10.27
Notice
of
Restricted
Stock
Unit
Award
and
Restricted
Stock
UnitAgreement
(2016
Performance
Stock
Units)
under
2011
Equity
IncentivePlan.†
8-K
2/03/2016
99.2

Table
of
ContentsF-48





Incorporated
by
Reference








Filed
HerewithExhibit
No.
Description
Form
Date
Number
10.28
Joinder
Agreement
dated
as
of
February
23,
2016,
by
and
among
theRegistrant,
Bank
of
America,
N.A.,
Silicon
Valley
Bank
and
CitizensBank,
N.A.
8-K
2/25/2016
10.1


21.1
List
of
subsidiaries.






X
23.1
Consent
of
PricewaterhouseCoopers
LLP,
Independent
Registered
PublicAccounting
Firm.






X
24.1
Power
of
Attorney
(included
in
Signature
Page)






X
31.1
Certification
of
Chief
Executive
Officer
pursuant
to
Section
302
of
theSarbanes-Oxley
Act.






X
31.2
Certification
of
Chief
Financial
Officer
pursuant
to
Section
302
of
theSarbanes-Oxley
Act.






X
32.1
Certification
of
Chief
Executive
Officer
pursuant
to
Section
906
of
theSarbanes-Oxley
Act.*






X
32.2
Certification
of
Chief
Financial
Officer
pursuant
to
Section
906
of
theSarbanes-Oxley
Act.*






X
101.INS
XBRL
Instance
Document






X
101.SCH
XBRL
Taxonomy
Extension
Schema
Document






X
101.CAL
XBRL
Taxonomy
Extension
Calculation
Linkbase
Document






X
101.DEF
XBRL
Taxonomy
Extension
Definition
Linkbase
Document






X
101.LAB
XBRL
Taxonomy
Extension
Label
Linkbase
Document






X
101.PRE
XBRL
Taxonomy
Extension
Presentation
Linkbase
Document






X*Furnished
herewith.
^Portions
of
this
exhibit
(indicated
by
asterisks)
have
been
omitted
pursuant
to
an
order
granting
confidential
treatment.
These
portions
havebeen
submitted
separately
to
the
Securities
and
Exchange
Commission.
#Portions
of
this
exhibit
(indicated
by
asterisks)
have
been
omitted
pursuant
to
a
request
for
confidential
treatment.
These
portions
havebeen
submitted
separately
to
the
Securities
and
Exchange
Commission.
†Indicates
a
management
contract
or
compensatory
plan.Table
of
ContentsSIGNATURES








Pursuant
to
the
requirements
of
Section
13
or
15(d)
of
the
Securities
Exchange
Act
of
1934,
the
registrant
has
duly
caused
this
report
to
be
signed
on
its
behalfby
the
undersigned,
thereunto
duly
authorized,
on
the
11th
day
of
March
2016.POWER
OF
ATTORNEY








KNOW
ALL
PERSONS
BY
THESE
PRESENTS,
that
each
person
whose
signature
appears
below
constitutes
and
appoints
David
Hagan
and
Peter
Hovenier,and
each
of
them,
as
his
true
and
lawful
attorney-in-fact
and
agent,
with
full
power
of
substitution
and
resubstitution,
for
him
and
in
his
name,
place
and
stead,
inany
and
all
capacities,
to
sign
any
and
all
amendments
to
this
Annual
Report
on
Form
10-K,
and
to
file
the
same,
with
all
exhibits
thereto,
and
other
documents
inconnection
therewith,
with
the
Securities
and
Exchange
Commission,
granting
unto
said
attorneys-in-fact
and
agents,
and
each
of
them,
full
power
and
authority
todo
and
perform
each
and
every
act
and
thing
requisite
and
necessary
to
be
done
in
connection
therewith,
as
fully
to
all
intents
and
purposes
as
he
might
or
could
doin
person,
hereby
ratifying
and
confirming
all
that
said
attorneys-in-fact
and
agents,
or
any
of
them,
or
their
or
his
substitutes,
may
lawfully
do
or
cause
to
be
doneby
virtue
thereof.







Pursuant
to
the
requirements
of
the
Securities
Exchange
Act
of
1934,
this
report
has
been
signed
below
by
the
following
persons
on
behalf
of
the
registrantand
in
the
capacities
and
on
the
dates
indicated.F-49
BOINGO
WIRELESS,
INC.
By:
/s/
DAVID
HAGAN
David
Hagan
Chief Executive Officer and Director/s/
DAVID
HAGAN
David
Hagan
Chairman
of
the
Board
and
Chief
ExecutiveOfficer
(Principal
Executive
Officer)
March
11,
2016/s/
PETER
HOVENIER
Peter
Hovenier
Chief
Financial
Officer
(Principal
FinancialOfficer)
March
11,
2016/s/
CHARLES
BOESENBERG
Charles
Boesenberg
Director
March
11,
2016/s/
CHUCK
DAVIS
Chuck
Davis
Director
March
11,
2016/s/
MICHAEL
FINLEY
Michael
Finley
Director
March
11,
2016Table
of
ContentsF-50/s/
TERRELL
JONES
Terrell
Jones
Director
March
11,
2016/s/
LANCE
ROSENZWEIG
Lance
Rosenzweig
Director
March
11,
2016QuickLinks
--
Click
here
to
rapidly
navigate
through
this
documentExhibit
21.1
List
of
Subsidiaries
as
of
December
31,
2015
Name
of
Subsidiary
JurisdictionAdvanced
Wireless
Group,
LLC
FloridaBoingo
Broadband,
LLC.

CaliforniaBoingo
Holding
Participações,
Ltda.

BrazilBoingo
UK
Ltd.

EnglandChicago
Concourse
Development
Group,
LLC
DelawareConcourse
Communications
Baltimore,
LLC
DelawareConcourse
Communications
Canada,
Inc.

DelawareConcourse
Communications
Detroit,
LLC
DelawareConcourse
Communications
Group,
LLC
DelawareConcourse
Communications
Illinois,
LLC
IllinoisConcourse
Communications
Minnesota,
LLC
DelawareConcourse
Communications
Nashville,
LLC
IllinoisConcourse
Communications
Ottawa,
LLC
IllinoisConcourse
Communications
Puerto
Rico,
LLC
Puerto
RicoConcourse
Communications
SSP,
LLC
DelawareConcourse
Communications
St.
Louis,
LLC
DelawareConcourse
Communications
UK,
Ltd.

EnglandConcourse
Holding
Co.,
Inc.

DelawareConcourse
Telecomunicacoes
Brasil
Ltda
BrazilElectronic
Media
Systems,
Inc.

FloridaEndeka
Group,
Inc.

CaliforniaInGate
Holding,
LLC
IllinoisInGate
Technologies,
LLC
DelawareNew
York
Telecom
Partners,
LLC
DelawareOpti-Fi
Networks,
LLC
Delawaretego
Communications,
Inc.

DelawareQuickLinks
Exhibit
21.1
List
of
Subsidiaries
as
of
December
31,
2015
QuickLinks
--
Click
here
to
rapidly
navigate
through
this
documentExhibit
23.1
Consent
of
Independent
Registered
Public
Accounting
Firm








We
hereby
consent
to
the
incorporation
by
reference
in
the
Registration
Statements
on
Form
S-8
(No.
333-174157,
No.
333-181180,
No.
333-187471,No.
333-195248
and
No.
333-203474)
of
Boingo
Wireless,
Inc.
of
our
report
dated
March
11,
2016
relating
to
the
financial
statements
and
the
effectiveness
ofinternal
control
over
financial
reporting,
which
appears
in
this
Form
10-K./s/
PricewaterhouseCoopers
LLP
Los
Angeles,
California
March
11,
2016QuickLinks
Exhibit
23.1
Consent
of
Independent
Registered
Public
Accounting
Firm
QuickLinks
--
Click
here
to
rapidly
navigate
through
this
documentExhibit
31.1
Certification
I,
David
Hagan,
certify
that:1.I
have
reviewed
this
annual
report
on
Form
10-K
of
Boingo
Wireless,
Inc.;
2.Based
on
my
knowledge,
this
report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to
make
thestatements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with
respect
to
the
period
covered
by
this
report;
3.Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material
respects
the
financialcondition,
results
of
operations
and
cash
flows
of
the
registrant
as
of,
and
for,
the
periods
presented
in
this
report;
4.The
registrant's
other
certifying
officer
and
I
are
responsible
for
establishing
and
maintaining
disclosure
controls
and
procedures
(as
defined
in
ExchangeAct
Rules
13a-15(e)
and
15d-15(e))
and
internal
control
over
financial
reporting
(as
defined
in
Exchange
Act
Rules
13a-15(f)
and
15d-15(f))
for
theregistrant
and
have:
a)Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed
under
our
supervision,
toensure
that
material
information
relating
to
the
registrant,
including
its
consolidated
subsidiaries,
is
made
known
to
us
by
others
within
thoseentities,
particularly
during
the
period
in
which
this
report
is
being
prepared;
b)Designed
such
internal
control
over
financial
reporting,
or
caused
such
internal
control
over
financial
reporting
to
be
designed
under
oursupervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
for
externalpurposes
in
accordance
with
generally
accepted
accounting
principles;
c)Evaluated
the
effectiveness
of
the
registrant's
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about
the
effectivenessof
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation;
and
d)Disclosed
in
this
report
any
change
in
the
registrant's
internal
control
over
financial
reporting
that
occurred
during
the
registrant's
most
recent
fiscalquarter
(the
registrant's
fourth
fiscal
quarter
in
the
case
of
an
annual
report)
that
has
materially
affected,
or
is
reasonably
likely
to
materially
affect,the
registrant's
internal
control
over
financial
reporting;
and
5.The
registrant's
other
certifying
officer
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial
reporting,
to
theregistrant's
auditors
and
the
audit
committee
of
the
registrant's
board
of
directors
(or
persons
performing
the
equivalent
functions):
a)All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonablylikely
to
adversely
affect
the
registrant's
ability
to
record,
process,
summarize
and
report
financial
information;
and
b)Any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
registrant's
internal
controlover
financial
reporting.Date:
March
11,
2016
/s/
DAVID
HAGAN
David
Hagan
Chairman of the Board and Chief Executive Officer (Principal Executive Officer)QuickLinks
Exhibit
31.1
Certification
QuickLinks
--
Click
here
to
rapidly
navigate
through
this
documentExhibit
31.2
Certification
I,
Peter
Hovenier,
certify
that:1.I
have
reviewed
this
annual
report
on
Form
10-K
of
Boingo
Wireless,
Inc.;
2.Based
on
my
knowledge,
this
report
does
not
contain
any
untrue
statement
of
a
material
fact
or
omit
to
state
a
material
fact
necessary
to
make
thestatements
made,
in
light
of
the
circumstances
under
which
such
statements
were
made,
not
misleading
with
respect
to
the
period
covered
by
this
report;
3.Based
on
my
knowledge,
the
financial
statements,
and
other
financial
information
included
in
this
report,
fairly
present
in
all
material
respects
the
financialcondition,
results
of
operations
and
cash
flows
of
the
registrant
as
of,
and
for,
the
periods
presented
in
this
report;
4.The
registrant's
other
certifying
officer
and
I
are
responsible
for
establishing
and
maintaining
disclosure
controls
and
procedures
(as
defined
in
ExchangeAct
Rules
13a-15(e)
and
15d-15(e))
and
internal
control
over
financial
reporting
(as
defined
in
Exchange
Act
Rules
13a-15(f)
and
15d-15(f))
for
theregistrant
and
have:
a)Designed
such
disclosure
controls
and
procedures,
or
caused
such
disclosure
controls
and
procedures
to
be
designed
under
our
supervision,
toensure
that
material
information
relating
to
the
registrant,
including
its
consolidated
subsidiaries,
is
made
known
to
us
by
others
within
thoseentities,
particularly
during
the
period
in
which
this
report
is
being
prepared;
b)Designed
such
internal
control
over
financial
reporting,
or
caused
such
internal
control
over
financial
reporting
to
be
designed
under
oursupervision,
to
provide
reasonable
assurance
regarding
the
reliability
of
financial
reporting
and
the
preparation
of
financial
statements
for
externalpurposes
in
accordance
with
generally
accepted
accounting
principles;
c)Evaluated
the
effectiveness
of
the
registrant's
disclosure
controls
and
procedures
and
presented
in
this
report
our
conclusions
about
the
effectivenessof
the
disclosure
controls
and
procedures,
as
of
the
end
of
the
period
covered
by
this
report
based
on
such
evaluation;
and
d)Disclosed
in
this
report
any
change
in
the
registrant's
internal
control
over
financial
reporting
that
occurred
during
the
registrant's
most
recent
fiscalquarter
(the
registrant's
fourth
fiscal
quarter
in
the
case
of
an
annual
report)
that
has
materially
affected,
or
is
reasonably
likely
to
materially
affect,the
registrant's
internal
control
over
financial
reporting;
and
5.The
registrant's
other
certifying
officer
and
I
have
disclosed,
based
on
our
most
recent
evaluation
of
internal
control
over
financial
reporting,
to
theregistrant's
auditors
and
the
audit
committee
of
the
registrant's
board
of
directors
(or
persons
performing
the
equivalent
functions):
a)All
significant
deficiencies
and
material
weaknesses
in
the
design
or
operation
of
internal
control
over
financial
reporting
which
are
reasonablylikely
to
adversely
affect
the
registrant's
ability
to
record,
process,
summarize
and
report
financial
information;
and
b)Any
fraud,
whether
or
not
material,
that
involves
management
or
other
employees
who
have
a
significant
role
in
the
registrant's
internal
controlover
financial
reporting.Date:
March
11,
2016
/s/
PETER
HOVENIER
Peter
Hovenier
Chief Financial Officer (Principal Financial and AccountingOfficer)QuickLinks
Exhibit
31.2
Certification
QuickLinks
--
Click
here
to
rapidly
navigate
through
this
documentExhibit
32.1
Certification
of
Chief
Executive
Officer








Pursuant
to
18
U.S.C.
§
1350,
as
created
by
Section
906
of
the
Sarbanes-Oxley
Act
of
2002,
the
undersigned
officer
of
Boingo
Wireless,
Inc.
(the"Company")
hereby
certifies,
to
such
officer's
knowledge,
that:









(i)

the
accompanying
Annual
Report
on
Form
10-K
of
the
Company
for
the
period
ended
December
31,
2015
(the
"Report")
fully
complies
with
therequirements
of
Section
13(a)
or
Section
15(d),
as
applicable,
of
the
Securities
Exchange
Act
of
1934,
as
amended;
and








(ii)

the
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
the
Company.







The
foregoing
certification
is
being
furnished
solely
to
accompany
the
Report
pursuant
to
18
U.S.C.
§
1350,
and
is
not
being
filed
for
purposes
of
Section
18of
the
Securities
Exchange
Act
of
1934,
as
amended,
and
is
not
to
be
incorporated
by
reference
into
any
filing
of
the
Company,
whether
made
before
or
after
thedate
hereof,
regardless
of
any
general
incorporation
language
in
such
filing.
A
signed
original
of
this
written
statement
required
by
Section
906
has
been
providedto
the
Company
and
will
be
retained
by
the
Company
and
furnished
to
the
Securities
and
Exchange
Commission
or
its
staff
upon
request.Date:
March
11,
2016
/s/
DAVID
HAGAN
David
Hagan
Chairman of the Board and Chief Executive Officer (PrincipalExecutive Officer)QuickLinks
Exhibit
32.1
Certification
of
Chief
Executive
Officer
QuickLinks
--
Click
here
to
rapidly
navigate
through
this
documentExhibit
32.2
Certification
of
Chief
Financial
Officer








Pursuant
to
18
U.S.C.
§
1350,
as
created
by
Section
906
of
the
Sarbanes-Oxley
Act
of
2002,
the
undersigned
officer
of
Boingo
Wireless,
Inc.
(the"Company")
hereby
certifies,
to
such
officer's
knowledge,
that:









(i)

the
accompanying
Annual
Report
on
Form
10-K
of
the
Company
for
the
period
ended
December
31,
2015
(the
"Report")
fully
complies
with
therequirements
of
Section
13(a)
or
Section
15(d),
as
applicable,
of
the
Securities
Exchange
Act
of
1934,
as
amended;
and








(ii)

the
information
contained
in
the
Report
fairly
presents,
in
all
material
respects,
the
financial
condition
and
results
of
operations
of
the
Company.







The
foregoing
certification
is
being
furnished
solely
to
accompany
the
Report
pursuant
to
18
U.S.C.
§
1350,
and
is
not
being
filed
for
purposes
of
Section
18of
the
Securities
Exchange
Act
of
1934,
as
amended,
and
is
not
to
be
incorporated
by
reference
into
any
filing
of
the
Company,
whether
made
before
or
after
thedate
hereof,
regardless
of
any
general
incorporation
language
in
such
filing.
A
signed
original
of
this
written
statement
required
by
Section
906
has
been
providedto
the
Company
and
will
be
retained
by
the
Company
and
furnished
to
the
Securities
and
Exchange
Commission
or
its
staff
upon
request.Date:
March
11,
2016
/s/
PETER
HOVENIER
Peter
Hovenier
Chief Financial Officer (Principal Financial and Accounting Officer)QuickLinks
Exhibit
32.2
Certification
of
Chief
Financial
Officer