Boingo Wireless Inc

BOINGO WIRELESS INC

FORM 10-K
(Annual Report)

Filed 03/13/17 for the Period Ending 12/31/16

Address

Telephone
CIK

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

Symbol WIFI

SIC Code

4899 - Communications Services, Not Elsewhere Classified

Industry Wireless Telecommunications Services
Telecommunication Services
12/31

Sector
Fiscal Year

http://www.edgar-online.com
© Copyright 2017, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

  
  
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TABLE
OF
CONTENTS
INDEX
TO
CONSOLIDATED
FINANCIAL
STATEMENTS
TABLE
OF
CONTENTS3
Table
of
ContentsUNITED
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(MarkOne)

ý
ANNUAL
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACTOF
1934For
the
fiscal
year
ended
December
31,
2016ORo
TRANSITION
REPORT
PURSUANT
TO
SECTION
13
OR
15(d)
OF
THE
SECURITIES
EXCHANGE
ACTOF
1934








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.
Seethe
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
$331,601,553
based
on
the
last
reported
sale
price
of
$8.92
per
share
on
the
NASDAQ
GlobalMarket
on
June
30,
2016,
the
last
trading
day
of
the
most
recently
completed
second
fiscal
quarter.








As
of
March
1,
2017,
38,647,554
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,
2016
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,
2016
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

33
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
Item
16.
Form
10-K
Summary

55
Consolidated
Financial
Statements

F-1
Signatures

F-44
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
to
the
people
and
things
they
love.







We
acquire
long-term
wireless
rights
at
large
venues
like
airports,
transportation
hubs,
stadiums,
arenas,
military
bases,
universities,
convention
centers,
andoffice
campuses;
build
high-quality
wireless
networks
such
as
distributed
antenna
systems
("DAS"),
Wi-Fi,
and
small
cells
at
those
venues;
and
monetize
thewireless
networks
through
a
number
of
products
and
services.
Over
the
past
15
years,
we've
built
a
global
network
of
wireless
networks
that
we
estimate
reachesmore
than
a
billion
consumers
annually.
We
operate
36
DAS
networks
containing
approximately
19,200
DAS
nodes,
and
believe
we
are
the
largest
indoor
DASprovider
in
the
world.
Our
Wi-Fi
network,
which
includes
locations
we
manage
and
operate
ourselves
(our
"managed
and
operated
locations")
as
well
as
networksmanaged
and
operated
by
third-parties
with
whom
we
contract
for
access
(our
"roaming"
networks),
includes
more
than
1.5
million
commercial
Wi-Fi
hotspots
inmore
than
100
countries
around
the
world.
We
also
operate
Wi-Fi
and
internet
protocol
television
("IPTV")
networks
at
58
U.S.
Army,
Air
Force,
and
Marinesbases
around
the
world.2Table
of
Contents







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







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
small
cell
networks
at
locations
where
we
manage
and
operate
the
wireless
network.
In
2016,
DAS
revenue
accounted
for
approximately
36%
of
our
revenue.







Military
revenue,
which
is
driven
by
military
personnel
who
purchase
broadband
and
IPTV
services
on
military
bases
accounted
for
approximately
25%
ofour
total
revenue
in
2016.
As
of
December
31,
2016,
we
have
grown
our
military
subscriber
base
to
approximately
107,000
from
approximately
57,000
in
the
prioryear
period.
Retail
revenue,
which
is
driven
by
consumers
who
purchase
a
recurring
monthly
subscription
plan
or
one-time
Wi-Fi
access,
accounted
forapproximately
17%
of
our
total
revenue
in
2016.
As
of
December
31,
2016,
our
retail
subscriber
base
was
approximately
195,000,
a
decrease
of
approximately
4%over
the
prior
year.







Our
enterprise
customers
such
as
telecom
operators,
cable
companies,
technology
companies,
and
enterprise
software/services
companies,
pay
us
usage-basedWi-Fi
network
access
and
software
licensing
fees
to
allow
their
customers'
access
to
our
footprint
worldwide.
Wholesale
Wi-Fi
revenue
also
includes
financialinstitutions
and
other
enterprise
customers
who
provide
Boingo
as
a
value-added
service
for
their
customers.
In
2016,
wholesale
Wi-Fi
revenue
accounted
forapproximately
14%
of
our
revenue.







We
also
generate
revenue
from
advertisers
that
seek
to
reach
consumers
via
sponsored
Wi-Fi
access.
In
2016,
advertising
and
other
revenue
accounted
forapproximately
8%
of
our
revenue.







Our
customer
agreements
for
certain
DAS
networks
include
both
a
fixed
and
variable
fee
structure
with
the
highest
percentage
of
sales
typically
occurring
inthe
fourth
quarter
of
each
year
and
the
lowest
percentage
of
sales
occurring
in
the
first
quarter
of
each
year.
Our
advertising
business
is
similarly
weighted
to
thefourth
quarter,
with
the
highest
percentage
of
sales
occurring
in
the
fourth
quarter
and
the
lowest
percentage
of
sales
occurring
in
the
first
quarter.
We
expect
thesetrends
to
continue.
Our
other
products
have
not
experienced
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.Industry
Overview







Today,
consumers
own
multiple
connected
devices—smartphones,
laptops,
tablets,
wearables,
and
more.
According
to
Cisco's
Visual
Networking
Index("CVNI"),
global
mobile
data
traffic
grew
63%
in
2016
and
mobile
data
traffic
has
grown
eighteen-fold
over
the
past
5
years.
CVNI
estimates
that
by
2021,
therewill
be
1.5
mobile
devices
for
every
human
on
the
planet.
That
means
11.6
billion
connected
mobile
devices
for
an
estimated
7.8
billion
people.







What's
more,
mobile
data
growth
is
exploding—driven
by
the
mix
and
growth
of
wireless
devices
that
are
accessing
mobile
networks
worldwide
and
theincrease
in
high-bandwidth
activities
like
video,
online
gaming,
streaming,
cloud-based
applications
and
mobile
apps.
In
fact,
CVNI
estimates
that
global
mobiletraffic
will
grow
seven-fold
from
2016
to
2021,
with
video
accounting
for
78%
of
the
world's
mobile
traffic
by
2021.
CVNI
further
estimates
that
typicalsmartphones
will
churn
out
6.8
gigabytes
of
traffic
monthly
by
2021,
up
four
times
from
the
average
of
1.6
gigabytes
per
month
they
do
now.
Per
CVNI,
in
2016,63%
of
all
traffic
from
connected
mobile
devices
will
be
offloaded
to
the
fixed
network
by
means
of
Wi-Fi
devices
and
femtocells
each
month,
and
by
2021,
of
allIP
traffic3Table
of
Contents(fixed
and
mobile),
50%
will
be
Wi-Fi,
30%
will
be
wired,
and
20%
will
be
mobile.
Per
CVNI,
mobile
network
connection
speeds
grew
more
than
three-fold
in2016
from
a
downstream
speed
of
2.0
Megabits
per
second
("Mbps")
in
2015
to
6.8
Mbps
in
2016.







The
mobile
data
explosion
has
fueled
the
growth
of
higher-generation
network
connectivity
(e.g.,
4G
or
LTE)
to
address
the
demand
for
more
bandwidth,higher
security,
and
faster
connectivity.
Per
CVNI,
4G
accounted
for
69%
of
total
mobile
traffic
in
2016
and
is
expected
to
represent
79%
of
total
mobile
traffic
by2021.
Many
telecom
operators
have
also
started
trials
for
5G
with
significant
5G
deployments
expected
in
2021
and
beyond
as
a
result
of
several
gating
factorsincluding
regulatory
approval,
spectrum
availability,
and
auctioning
and
return-on-investment
strategies.
5G's
primary
improvements
over
4G
include
highbandwidth
(greater
than
1
Gigabits
per
second),
broader
coverage,
and
ultra-low
latency
with
5G
driven
primarily
by
the
Internet
of
Things
applications.Challenges
Facing
Our
Industry







The
mobile
Internet
is
a
complex
and
constantly
evolving
ecosystem
comprised
of
dozens
of
manufacturers
and
many
different
operating
systems.
Thiscomplexity
is
amplified
as
new
device
models
and
operating
systems
are
released,
new
categories
of
devices
become
Internet
enabled,
and
new
networktechnologies
emerge.







To
cope
with
the
significant
increase
in
mobile
Internet
data
traffic,
wireless
network
operators
must:
build
denser
networks,
closer
to
the
end
consumer;explore
solutions
to
offload
network
traffic
from
congested,
licensed
spectrum
onto
more
efficient
unlicensed
spectrum;
and
invest
in
technologies
that
will
enablethe
convergence
of
licensed
and
unlicensed
spectrum.
We
expect
our
wireless
networks
to
play
a
significant
role
in
helping
meet
the
ever-increasing
data
demandsof
connected
consumers.Our
Strategy







We
believe
we
are
the
leading
global
provider
of
neutral-host
commercial
mobile
Wi-Fi
Internet
solutions
and
indoor
DAS
services.
Our
overall
businessstrategy
is
simple:
acquire
long-term
wireless
rights
at
large
venues;
build
high-quality
wireless
networks
at
those
venues;
and
monetize
the
wireless
networksthrough
a
number
of
products
and
services.
In
support
of
our
overall
business
strategy,
we
are
focused
on
the
following
objectives:•Expand our footprint of managed and operated and aggregated networks. 

We
intend
to
continue
to
grow
our
global
network
of
managed
andoperated
DAS,
Wi-Fi
and
small
cell
networks.
We
focus
our
venue
acquisition
strategy
on
locations
with
a
common
profile—large
venues
withsignificant
population
density—as
these
venues
face
challenges
that
we
are
uniquely
qualified
to
solve.
We
also
plan
to
enter
into
new
roamingagreements
with
hotspot
operators
to
maximize
the
reach
of
our
aggregated
network,
which
creates
a
more
attractive
offering
for
our
wholesaleenterprise,
military
and
retail
customers.
•Leverage our neutral-host business model to grow DAS, small cell, and wholesale roaming partnerships. 

Our
neutral-host
model
enables
us
toeffectively
partner
with
venues
because
we
ensure
all customers
receive
high-quality
wireless
service.
We
successfully
balance
the
interests
ofindividual
carriers
with
the
goals
of
our
venue
partners,
and
build
flexible
DAS
network
architectures
that
can
support
multiple
carriers
and
thelatest
mobile
services.
We
are
also
in
the
beginning
stages
of
deploying
small
cell
networks,
and
we
believe
this
technology
will
enable
us
toexpand
into
certain
venues
where
a
traditional
DAS
network
is
cost-prohibitive.
•Expand our carrier offload relationships. 

As
cellular
networks
become
strained
due
to
capacity,
carriers
are
beginning
to
offload
their
licensedmobile
traffic
onto
unlicensed
spectrum.
We
are
highly
focused
on
partnering
with
all
four
Tier
1
carriers
in
the
U.S.
as
well
as
other
carriersaround
the
world
to
offload
their
mobile
traffic
onto
our
Wi-Fi
networks.4Table
of
Contents•Maximize our military business through recurring subscriber fees and shorter-term transaction plans, as well as strategic build-outs. 

Our
militarybusiness
is
uniquely
designed
for
the
highly
mobile
young
men
and
women
of
the
U.S.
Army,
Air
Force
and
Marines
who
are
frequently
deployedfrom
base
to
base.
Our
service
is
portable
from
base
to
base,
requires
no
equipment,
installation
appointment
or
truck
roll,
enabling
a
user
to
sign
upand
receive
service
immediately.
This
provides
a
significant
competitive
advantage
over
the
other
providers
who
may
also
be
operating
on
thatbase.
We
will
continue
to
evaluate
new
military
build-outs
beyond
our
current
footprint.
•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 Small Cell. 



We
offer
our
telecom
operator
partners
access
to
our
DAS
or
small
cell
networks
at
our
managed
and
operated
locations.
We
deploy
ourDAS
or
small
cell
networks
within
airports
and
other
large
venues
with
big
audiences
that
require
additional
signal
strength
to
improve
the
quality
of
cellularservices.        Military. 



We
provide
high-speed
Wi-Fi
and
IPTV
services
for
military
servicemen
and
women
living
in
the
barracks
of
U.S.
Army,
Air
Force
and
Marinebases
around
the
world.
We
offer
a
selection
of
recurring
monthly
subscriptions
and
shorter-term
transactional
plans.
We
currently
offer
two
tiers
of
service:Standard
Internet
(5
Mbps)
and
Expanded
Internet
(30
Mbps)
as
well
as
IPTV
service.
Our
military
service
plans
are
portable
from
base
to
base
and
require
noequipment
or
installation,
enabling
a
user
to
sign
up
and
receive
service
immediately.        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
for
up
to
four
connecteddevices,
and
the
single-use
Boingo
AsYouGo
at
$7.95
per
day
or
$4.95
per
hour.
Our
single-use
access
plans
provide
unlimited
access
on
a
single
device
at
aspecific
hotspot
for
a
defined
period
of
time,
tolled
from
the
time
the
user
first
logs
on
to
the
network.
We
will
continue
to
launch
other
flexible
plans
to
meet
theevolving
needs
of
our
customers.        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.•Carrier offload services. 

We
offer
services
to
carriers
to
offload
traffic
from
their
licensed
cellular
networks
onto
our
Wi-Fi
networks.
•Comes With Boingo. 

We
offer
access
to
our
entire
network
of
more
than
1.5
million
hotspot
locations
to
financial
institutions
and
other
enterprisecustomers
who
then
offer
them
as
a
loyalty
incentive
to
their
customers.
•Wi-Fi roaming and software services. 

We
offer
roaming
services
across
our
entire
network
of
more
than
1.5
million
hotspot
locations
to
ourpartners
who
can
then
provide
mobile
Internet
services
to
their
customers
at
these
locations.
Our
software
solution,
which
provides
one-click
accessto
our
global
footprint
of
hotspots,
has
been
rebranded
for
wholesale
partners,
in
addition
to
being
marketed
under
the
Boingo
brand.
Incombination
with
our
back-end
system5Table
of
Contentsinfrastructure,
it
creates
a
global
roaming
solution
for
operators,
carriers,
other
service
providers
and
other
businesses.•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
wholesale
Wi-Fi,military,
retail,
and
advertising
revenue.        Advertising. 



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







Over
the
past
15
years,
we've
built
a
global
network
of
wireless
networks
that
we
estimate
reaches
more
than
a
billion
consumers
annually.
We
operate
36DAS
networks
containing
19,200
DAS
nodes,
and
believe
we
are
the
largest
indoor
DAS
provider
in
the
world.
Our
Wi-Fi
network—which
includes
our
managedand
operated
locations
and
our
roaming
networks)—includes
more
than
1.5
million
commercial
Wi-Fi
hotspots
in
more
than
100
countries
around
the
world.







Boingo
hotspot
locations
by
region
as
of
December
31,
2016
included:







We
also
operate
Wi-Fi
and
IPTV
networks
at
58
U.S.
Army,
Air
Force,
and
Marine
bases
around
the
world.Marketing
and
Business
Development







Our
marketing
and
business
development
efforts
are
designed
to
cost
effectively
expand
our
footprint
of
venues
where
we
can
deploy
DAS,
Wi-Fi
and
smallcell
networks,
secure
more
carrier
contracts,
attract
and
retain
new
military
and
retail
customers,
and
identify
business
partners
that
could
leverage
our
network
toprovide
mobile
Internet
services
to
their
customers.
We
focus
on
efficient
customer
acquisition
through
our
online
presence,
social
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
military
and
retail
customers.
Our
consumer
plans
are
available
for
essentially
all
Wi-Fi
enabled
devices
and
arepriced
on
a
month-to-month
or
per-use
basis.6Region
Airport
Café
/
Retail
Convention
Center
Hotel
Other(1)
Total
North
America

64

89,399

42

2,560

120,857

212,922
Latin
America

86

5,303

13

249

6,723

12,374
Europe,
Middle
East
and
Africa

283

46,799

469

12,342

258,841

318,734
Asia

264

253,852

1,851

41,589

702,936

1,000,492
Total

697

395,353

2,375

56,740

1,089,357

1,544,522
(1)Includes
schools
and
universities,
offices,
hospitals
and
public
spaces.Table
of
Contents







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
social
media
accounts,
website
and
blog
to
further
promote
Boingo's
product
availability
and
applicability
for
military
menand
women,
travelers,
digital
elite
and
consumers
on-the-go.
Our
executive
team
speaks
at
industry
events,
trade
shows
and
conferences.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,
2016,
2015
and
2014,development
and
technology
expenses
were
$22.1
million,
$19.1
million
and
$14.9
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.
•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,
we7Table
of
Contentsoffer
wholesale
customers
the
option
to
utilize
a
custom,
rebranded
reference
design
of
the
software
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
military
and
retail
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.
Frequent
travelers
can
be
reached
in
a
way
they
appreciate—by
supporting
free
Wi-Fiaccess
when
they
need
it
most.Software Configuration and Messaging System







Our
software
configuration
system
provides
real-time
network
configuration
updates
for
thousands
of
networks
and
over
30
detection
and
loginmethodologies
used
by
the
Boingo
software
client
to
access
our
network.
Our
software
configuration
system
automatically
registers
new
network
definitions
andlogin
methodologies
to
allow
individuals
to
connect
to
our
hotspot
locations.
All
supported8Table
of
Contentsplatforms
use
a
single
configuration,
providing
a
high
level
of
operational
and
test
efficiency.
Our
messaging
system
enables
real-time
customer
notification
andsystem
interaction
at
login,
based
on
location,
network,
user,
account
type,
device
and
usage.
This
approach
enables
us
and
our
partners
to
deliver
custommarketing
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
small
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
wholesale
partners
(including
DAS
customers)
and
military
and
retail
customers.
Our
DAS
customers
are
telecomoperators
who
pay
us
one-time
build-out
fees
and
recurring
access
fees
for
our
DAS
network,
enabling
their
cellular
customers
to
access
these
networks.
Ourwholesale
Wi-Fi
customers
pay
usage-based
network
access
fees
to
allow
their
customers
access
to
our
global
Wi-Fi
network
and
other
wholesale
Wi-Fi
partnerspay
us
to
provide
Wi-Fi
services
in
their
venue
locations
under
a
service
provider
arrangement.
Our
wholesale
customer
relationships
are
generally
governed
bymulti-year
contracts.
We
acquire
our
wholesale
customers
through
our
business
development
efforts.
Our
military
and
retail
customers
either
purchase
month-to-month
subscription
plans
that
automatically
renew,
or
single-use
access
to
our
network.
We
acquire
our
military
and
retail
customers
primarily
from
users
passingthrough
our
managed
and
operated
locations,
where
we
generally
have
exclusive
multi-year
agreements.
We
also
generate
revenue
from
advertisers
that
seek
toreach
visitors
seeking
Wi-Fi
access
at
our
managed
and
operated
network
locations
with
online
advertising,
promotional
and
sponsored
programs.
For
the
yearsended
December
31,
2016,
2015
and
2014,
entities
affiliated
with
AT&T
Inc.
accounted
for
12%,
17%
and
15%,
respectively,
of
total
revenue.
For
the
year
endedDecember
31,
2016,
entities
affiliated
with
Sprint
Corporation
accounted
for
11%
of
total
revenue.
The
loss
of
these
groups
and
the
customers
could
have
amaterial
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.
Our
key
performanceindicators
follow:9


Year
Ended
December
31,



2016
2015
2014



(in
thousands)

DAS
nodes

19.2

10.9

8.4
Subscribers—military

107

57

20
Subscribers—retail

195

204

254
Connects

142,802

105,335

81,413
Table
of
Contents        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.        Subscribers—military and
Subscribers —
retail. 



These
metrics
represent
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
wholesale
and
retailcustomers
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.Customer
Support







We
provide
support
services
to
our
military,
retail,
and
enterprise
customers
24
hours
per
day,
7
days
per
week,
365
days
per
year.
Support
is
available
byphone,
chat,
email,
or
social
media
channels
like
Twitter
and
Facebook.
Our
website
contains
a
comprehensive
knowledge
base
that
includes
answers
to
frequentlyasked
questions
for
self-help,
and
we
provide
video
support
on
our
YouTube
channel.
Tier
1
support
is
provided
by
a
third-party
provider,
while
Tier
2
and
socialmedia
support
is
managed
by
our
internal
customer
care
team.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;
•quality
of
service;
•venue
exclusivity;
•ease
of
access
and
use;
•bundled
service
offerings;
•geographic
reach;
and
•brand
name
recognition.







Direct
and
indirect
competitors
include
telecom
operators,
cable
companies,
self-managed
venue
networks
and
smaller
wireless
Internet
service
providers.Some
of
these
competitors
have
substantially
greater
resources,
larger
customer
bases,
longer
operating
histories
and
greater
name
recognition
than
we
have.
Theymay
offer
bundled
data
services
with
primary
service
offerings
that
we
do
not
offer
such
as
landline
and
cellular
telephone
service,
and
cable
or
satellite
television.Many
of
our
competitors
are
also
partners
from
whom
we
receive
revenue
when
their
customers
access
our
network.







We
believe
that
we
compete
favorably
based
on
our
ability
to
deliver
end-to-end
solutions,
our
neutral
host
business
model,
brand
recognition,
geographiccoverage,
network
reliability,
quality
of
service,
ease
of
use,
and
cost.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.10Table
of
Contents







We
have
nine
issued
U.S.
patents,
two
of
which
expire
in
2022,
and
the
other
seven
of
which
expire
between
2030
and
2035.
We
have
two
patent
applicationspending
in
the
United
States
and
one
patent
application
pending
in
Europe.
We
have
two
issued
Japanese
patents
and
two
issued
Chinese
patents,
each
of
whichhas
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,
2016,
we
had
315
employees,
including
116
in
operations,
91
in
development
and
technology,
64
in
sales
and
marketing
and
44
ingeneral
and
administrative.
All
of
our
employees
are
full-time
employees
except
for
one
part-time
employee.
We
have
four
international
employees
who
arecovered
by
a
collective
bargaining
agreement.
We
have
never
experienced
any
employment
related
work
stoppages
and
consider
relations
with
our
employees
tobe
good.
As
of
December
31,
2016,
we
also
had
arrangements
with
a
third
party
call
center
provider
that
provided
us
with
approximately
55
full-time
equivalentcontractors
for
military,
retail
and
enterprise
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
are
available
free
of
charge
through
the
Investor
Relations
section
of
our
website
at
http://www.boingo.com and
are
accessible
assoon
as
reasonably
practicable
after
being
electronically
filed
with
or
furnished
to
the
SEC.
The
information
on,
or
that
can
be
accessed
through,
our
website
is
notpart
of
this
Annual
Report
on
Form
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
Room
at
100
F
Street,
N.E.,
Washington,
DC
20549.
Informationon
the
operation
of
the
Public
Reference
Room
is
available
by
calling
the
SEC
at
1-800-SEC-0330.
The
SEC
maintains
a
website
that
contains
reports
and
otherinformation
we
file,
and
proxy
statements
to
be
filed
with
the
SEC.
The
address
of
the
SEC's
website
is
http://www.sec.gov .11Table
of
ContentsItem
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,
smallcell,
and
Wi-Fi
networks.
These
relationships
generate
a
significant
portion
of
our
revenue
and
allow
us
to
generate
wholesale
revenues
and
new
military
and
retailcustomers.
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,
military
and
retail
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.         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,
or
wholesale
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;12Table
of
Contents•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.
Our
revenue
is
derivedfrom
the
demand
from
consumers
for
internet
connectivity,
including
our
military
and
retails
offerings,
and
from
our
DAS
and
telecom
partners
attempting
toprovide
consumers
with
greater
connectivity.
We
may
face
challenges
as
we
seek
to
increase
the
revenue
generated
from
the
usage
on
smartphones,
tablets
andother
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.







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.         Negotiations with prospective wholesale partners can be lengthy and unpredictable, which may cause our operating results to vary.







Our
negotiations
with
prospective
venue
partners,
including
large
venues
like
airports,
transportation
hubs,
stadiums,
arenas,
military
bases,
universities,convention
centers,
office
campuses
and
other
partners,
to
acquire
Wi-Fi
locations
to
operate
or
to
acquire
roaming
rights
on
partners'13Table
of
Contentsnetworks,
or
for
new
partners
to
implement
our
solutions,
can
be
lengthy,
and
in
some
cases
can
last
over
12
months.
Because
of
the
lengthy
negotiation
cycle,
thetime
required
to
reach
a
final
agreement
with
a
partner
is
unpredictable
and
may
lead
to
variances
in
our
operating
results
from
quarter
to
quarter.
Negotiationswith
prospective
partners
also
require
substantial
time,
effort
and
resources.
We
may
ultimately
fail
in
our
negotiations,
resulting
in
costs
to
our
business
withoutany
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
new
and
rapidlyevolving
market.
We
may
not
be
able
to
address
these
risks,
uncertainties
and
difficulties
successfully,
which
could
materially
harm
our
business
and
operatingresults.         Worldwide economic conditions, and their impact on travel and consumer spending, may adversely affect our business, operating results and financialcondition.







Our
business
is
impacted
by
travel
and
consumer
spending,
because
users
seek
to
access
the
mobile
Internet
while
they
are
on-the-go,
and
because
spendingon
Internet
access
is
often
a
consumer
discretionary
spending
decision.
Factors
that
tend
to
negatively
impact
levels
of
travel
include
high
unemployment,
highenergy
prices,
low
business
and
consumer
confidence,
the
fear
of
terrorist
attacks,
war
and
other
macroeconomic
factors.
Economic
conditions
that
tend
tonegatively
impact
levels
of
discretionary
consumer
spending
include
high
unemployment,
high
consumer
debt,
reductions
in
net
worth,
depressed
real
estatemarkets,
increased
taxation,
high
energy
prices,
high
interest
rates,
low
consumer
confidence
and
other
macroeconomic
factors.
If
the
global
economic
recovery
isslower
than
expected,
or
if
it
weakens,
our
military
and
retail
customer
base,
new
military
and
retail
customer
acquisition
and
usage-based
revenue
could
bematerially
harmed,
and
our
results
of
operations
would
be
adversely
affected.14Table
of
Contents         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.         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.15Table
of
Contents         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.







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
small
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
and16Table
of
Contentsother
competitors
have
developed
or
may
develop
technologies
that
compete
directly
with
our
solutions.
Many
of
our
competitors
are
substantially
larger
than
weare
and
have
substantially
longer
operating
histories.
We
may
not
be
able
to
fund
or
invest
in
certain
areas
of
our
business
to
the
same
degree
as
our
competitors.Many
have
substantially
greater
product
development
and
marketing
budgets
and
other
financial
and
personnel
resources
than
we
do.
Some
also
have
greater
nameand
brand
recognition
and
a
larger
base
of
subscribers
or
users
than
we
have.
In
addition,
our
competitors
may
provide
services
that
we
do
not,
such
as
cellular,local
exchange
and
long
distance
services,
voicemail
and
digital
subscriber
line.
Users
that
desire
these
services
may
choose
to
also
obtain
mobile
wirelessconnectivity
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
global
network
of
wireless
networksmay
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.         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.
If
we
fail
to
comply
with
the
terms
and
conditions
of
this
Credit
Agreement,
thenthe
line
of
credit
may
be
withdrawn,
we
may
be
required
to
immediately
repay
any
outstanding
obligation,
and
the
additional
funds
will
not
be
available
to
us
tofund
our
capital
needs.         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.







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
the17Table
of
Contentsvarious
local
data
protection
and
other
authorities
may
implement
traffic
and
user
retention
requirements
regarding
certain
data
in
different
and
potentiallyoverlapping
ways.
Although
the
constitutionality
of
the
2006
E.U.
Data
Retention
Directive
has
been
questioned,
we
may
be
required
to
comply
with
data
retentionrequirements
in
one
or
more
jurisdictions,
or
we
may
be
required
to
comply
with
these
requirements
in
the
future
as
a
result
of
changes
or
modifications
to
theBoingo
solution
or
changes
or
modifications
to
the
technological
infrastructure
on
which
the
Boingo
solution
is
based.
Failure
to
comply
with
these
retentionrequirements
may
result
in
the
imposition
of
costly
penalties.
Compliance
with
these
retention
requirements
can
be
difficult
and
costly
from
a
legal,
operationaland
technical
perspective
and
could
harm
our
business
and
operational
results.         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
sufficiently
grow
our
DAS
business,
or
if
we
are
unable
to
acquire
andretain
retail
customers,
we
will
have
lower
profit
margins
and
our
operating
results
and
financial
condition
may
be
adversely
impacted.         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
with
whom
we
transact
business,
or
to
whom
we
license
the
Boingo
solution,
to
comply
with
existing
or
futureregulatory
or
other
legal
requirements
could
materially
adversely
affect
our
business,
financial
condition
and
results
of
operations.
Regulators
may
disagree
withour
interpretations
of
existing
laws
or
regulations
or
the
applicability
of
existing
laws
or
regulations
to
our
business,
and
existing
laws,
regulations
andinterpretations
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
retaining18Table
of
Contentshighly
qualified
engineers,
we
may
not
be
able
to
extend
or
maintain
our
engineering
and
technological
expertise
and
our
future
product
and
service
developmentefforts
could
be
adversely
affected.
Additionally,
the
process
of
attracting
and
retaining
suitable
replacements
for
any
executive
officers
or
any
of
our
highlyqualified
engineers
we
lose
in
the
future
would
result
in
transition
costs
and
would
divert
the
attention
of
other
members
of
our
senior
management
from
ourexisting
operations.
Additionally,
such
a
loss
could
be
negatively
perceived
in
the
capital
markets.
If
we
lose
members
of
our
senior
management,
this
maysignificantly
delay
or
prevent
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.         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
military
and
retail
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;
•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.19Table
of
Contents







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
global
network
of
wireless
networks.
Ifproblems
arise
with
our
relationships
with
providers
of
mobile
operating
systems
or
mobile
application
download
stores,
such
as
the
Apple
App
Store
and
GooglePlay,
or
if
our
mobile
application
receives
unfavorable
treatment
compared
to
the
promotion
and
placement
of
competing
applications,
such
as
the
order
of
ourproducts
in
the
mobile
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.Risks
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
of20Table
of
Contentssupporting
these
litigations
and
disputes
are
considerable,
and
there
can
be
no
assurance
that
a
favorable
outcome
will
be
obtained.
We
may
be
required
to
settlethese
litigations
and
disputes
on
terms
that
are
unfavorable
to
us,
given
the
complex
technical
issues
and
inherent
uncertainties
in
intellectual
property
litigation.Claims
that
the
Boingo
solution
infringes
third-party
intellectual
property
rights,
regardless
of
their
merit
or
resolution,
could
also
divert
the
efforts
and
attention
ofour
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
nine
patents
and
have
applications
for
two
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
intellectual
property
rightsthan
we
do.
Accordingly,
despite
our
efforts,
if
the
protection
of
our
proprietary
rights
is
inadequate
to
prevent
use
or
misappropriation
by
third
parties,
the
value
ofour
brand
and
other
intangible
assets
may
be
diminished
and
competitors
may
be
able
to
more
effectively
mimic
our
service
and
methods
of
operations.
Any
ofthese
events
would
have
a
material
adverse
effect
on
our
business,
financial
condition
and
results
of
operations.21Table
of
Contents         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;
•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.22Table
of
Contents         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.         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
the23Table
of
Contentsrequirements
in
Section
404
in
all
future
periods,
especially
as
we
grow
our
business.
If
we
are
not
able
to
continue
to
meet
the
requirements
of
Section
404
in
atimely
manner
or
with
adequate
compliance,
we
may
be
subject
to
sanctions
or
investigation
by
regulatory
authorities,
such
as
the
SEC
or
the
NASDAQ
StockMarket.
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
notable
to
comply
with
the
requirements
of
Section
404
in
a
timely
manner,
or
if
we
or
our
independent
registered
public
accounting
firm
identifies
deficiencies
in
ourinternal
controls
that
are
deemed
to
be
material
weaknesses,
we
may
be
required
to
incur
significant
additional
financial
and
management
resources
to
achievecompliance.         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,
2016,
there
were
approximately38,562,000
shares
of
our
common
stock
issued
and
outstanding
and
no
shares
of
preferred
stock
outstanding.
In
addition,
as
of
December
31,
2016,
we
hadapproximately
3,825,000
unvested
restricted
stock
units,
approximately
2,971,000
exercisable
stock
options,
and
approximately
2,576,000
shares
available
forgrant
under
the
2011
Plan.







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.24Table
of
Contents         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.         Our business could be negatively affected as a result of a potential proxy contest for the election of directors at our annual meeting or other shareholderactivism.







In
2016,
we
were
subjected
to
a
proxy
contest,
which
resulted
in
the
negotiation
of
changes
to
the
board
of
directors
and
considerable
costs
were
incurred.
Afuture
proxy
contest
would
most
likely
require
us
to
incur
significant
legal
fees
and
proxy
solicitation
expenses
and
require
significant
time
and
attention
bymanagement
and
our
board
of
directors.
The
potential
of
a
proxy
contest
or
other
shareholder
activism
could
interfere
with
our
ability
to
execute
our
strategic
plan,give
rise
to
perceived
uncertainties
as
to
our
future
direction,
result
in
the
loss
of
potential
business
opportunities
or
make
it
more
difficult
to
attract
and
retainqualified
personnel,
any
of
which
could
materially
and
adversely
affect
our
business
and
operating
results.         We have incurred substantial losses in past and current years and may incur additional losses in the future.







As
of
December
31,
2016
our
accumulated
deficit
was
$112.6
million.
We
generated
a
net
loss
in
2016
and
we
are
also
currently
investing
in
our
futuregrowth
through
expanding
our
network
and25Table
of
Contentsbuildouts,
investing
in
our
software,
and
consideration
of
future
business
acquisitions.
As
a
result,
we
will
incur
higher
depreciation
and
other
operating
expenses,as
well
as
potential
acquisition
costs,
that
may
negatively
impact
our
ability
to
achieve
profitability
in
future
periods
unless
and
until
these
growth
efforts
generateenough
revenue
to
exceed
their
operating
costs
and
cover
our
additional
overhead
needed
to
scale
our
business
for
this
anticipated
growth.
The
current
globalfinancial
condition
may
also
impact
our
ability
to
achieve
profitability
if
we
cannot
generate
sufficient
revenue
to
offset
the
increased
costs.
In
addition,
costsassociated
with
the
acquisition
and
integration
of
any
acquired
companies
may
also
negatively
impact
our
ability
to
achieve
profitability.
Finally,
given
thecompetitive
and
evolving
nature
of
the
industry
in
which
we
operate,
we
may
not
be
able
to
achieve
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,
2016,
we
leased
approximately
52,000
square
feet
of
space
for
our
corporate
headquarters
in
Los
Angeles,
CA.
As
of
December
31,
2016,we
also
leased
an
approximately
16,200
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;
Allentown,
Pennsylvania;
Detroit,
Michigan;
Sao
Paolo,
Brazil;
and
Dubai,
United
Arab
Emirates.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,
2017,
there
were
24
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,
2016.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,
2016
and
2015.
As
of
December
31,
2016,
the
remainingapproved
amount
for
repurchases
was
approximately
$5,180,000.27


2016



High
Low
First
quarter
$7.72
$5.52
Second
quarter
$8.92
$6.65
Third
quarter
$10.28
$8.20
Fourth
quarter
$12.75
$9.44



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
Table
of
ContentsEquity
Compensation
Plan
Information







On
March
11,
2016,
the
Company
filed
a
registration
statement
on
Form
S-8
to
register
1,679,635
shares
representing
additional
shares
authorized
as
ofJanuary
3,
2016
under
the
Evergreen
Provision
of
the
2011
Equity
Incentive
Plan.
On
January
2,
2017,
an
additional
1,735,286
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
December
31,
2011
in
each
of
(i)
our
commonstock,
(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
December
31,
2011
in
our
common
stock
and
in
each
index,
and
that
all
dividends
werereinvested.
No
dividends
have
been
declared
nor
paid
on
our
common
stock.
The
comparisons
in
the
graph
below
are
required
by
the
SEC
and
are
not
intended
toforecast
or
be
indicative
of
possible
future
performance
of
our
common
stock.COMPARISON
OF
60
MONTHS
CUMULATIVE
TOTAL
RETURN*
Among
Boingo
Wireless,
Inc.,
The
NASDAQ
Composite
Index
and
The
Russell
2000
Index**
28


12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
NASDAQ
Composite
Index
$100.00
$115.91
$160.32
$181.80
$192.21
$206.63
Russell
2000
Index
$100.00
$114.63
$157.05
$162.60
$153.31
$183.17
Boingo
$100.00
$87.79
$74.53
$89.19
$76.98
$141.74
*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
permitted
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
2016,
2015
and
2014
and
the
consolidated
balance
sheets
data
as
of
the
end
of
years2016
and
2015
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
2013
and
2012
and
the
consolidated
balance
sheets
data
as
of
the
end
of
years
2014,
2013
and
2012
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.







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.







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
became
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
Logan
International.
We
have
included
the
operating
results
ofAWG
in
our
consolidated
financial
statements
since
October
31,
2013.
The
acquisition
was
accounted
for
under
the
acquisition
method
of
accounting.
The
totalpurchase
price
was
$17.5
million,
which
included
cash
paid
at
closing,
net
equity
adjustments,
holdback
consideration
paid,
and
the
fair
value
of
additionalcontingent
consideration
that
would
be
due
and
payable
upon
the
successful
extension
of
a
specified
airport
Wi-Fi
contract.
During
the
year
ended
December
31,2014,
we
finalized
our
purchase
price
allocation
for
our
acquisition
of
AWG.
The
consolidated
balance
sheets
data
as
of
December
31,
2013
and
the
consolidatedstatement
of
operations
for
2013
have
been
retrospectively
adjusted
to
reflect
the
final
purchase
price
allocation
for
the
AWG
acquisition
including
a
$28,000decrease
in
goodwill,
a
$147,000
increase
in
accrued
expenses
and
other
liabilities,
and
a
$175,000
increase
in
income
tax
expenses
and
accumulated
deficit.







On
February
22,
2013,
we
acquired
all
outstanding
stock
of
Endeka
Group,
Inc.
("Endeka").
Endeka
provided
commercial
wireless
broadband
and
IPTVservices
at
certain
military
bases,
as
well
as
Wi-Fi
services
to
certain
federal
law
enforcement
training
facilities.
We
have
included
the
operating
results
of
Endekain
our
consolidated
financial
statements
since
February
22,
2013.
The
acquisition
was
accounted
for
under
the
acquisition
method
of
accounting.
The
total
purchaseprice
was
$6.5
million,29Table
of
Contentswhich
included
cash
paid
at
closing,
holdback
consideration
paid,
and
the
fair
value
of
additional
contingent
consideration.







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
providesWi-Fi
sponsorship
and
location-based
advertising
at
airports,
hotels,
bars
and
restaurants,
and
recreational
areas
in
the
U.S.
and
Canada.
Cloud
9
was
consolidatedinto
our
results
of
operations
starting
August
6,
2012,
the
acquisition
date.







AWG,
Endeka,
and
Cloud
9
have
been
integrated
into
our
product
offerings;
therefore,
it
is
not
practical
to
disclose
actual
and
pro
forma
financial
resultssince
the
acquisitions.







We
early
adopted
Financial
Accounting
Standards
Board
("FASB")
Accounting
Standards
Update
("ASU")
2016-09,
Compensation—Stock Compensation(Topic 718): Improvements to Employee Share-Based Payment Accounting ("ASU
2016-09"),
as
of
January
1,
2016.
As
a
result
of
this
adoption,
we
recorded$6,933,000
and
$589,000
of
net
deferred
tax
assets
related
to
our
federal
and
state
net
operating
losses
for
excess
windfall
tax
benefits,
respectively,
as
ofJanuary
1,
2016.
We
established
a
full
valuation
allowance
against
those
deferred
tax
assets
as
of
January
1,
2016
based
on
the
determination
that
it
was
morelikely
than
not
that
those
deferred
tax
assets
would
not
be
realized.
We
also
elected
to
change
our
accounting
policy
to
account
for
forfeitures
when
they
occur
on
amodified
retrospective
basis.
The
change
in
our
accounting
policy
resulted
in
a
$94,000
increase
to
additional
paid-in
capital
and
accumulated
deficit
as
ofJanuary
1,
2016.







We
early
adopted
FASB
ASU
2015-17,
Balance Sheet Classification of Deferred Taxes ,
on
a
retrospective
basis
as
of
December
31,
2015.
As
a
result,
wereclassified
$787,000
and
$1,192,000
from
current
deferred
tax
assets
to
noncurrent
deferred
tax
liabilities
as
of
December
31,
2014
and
2013,
respectively,
as
thedeferred
tax
assets
and
liabilities
were
related
to
the
same
tax-paying
jurisdictions.
We
also
reclassified
$1,204,000
from
current
deferred
tax
assets
to
noncurrentdeferred
tax
assets
as
of
December
31,
2012.







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
of30Table
of
Contentsthese
out-of-period
adjustments
are
not
considered
material,
individually
and
in
the
aggregate,
to
any
of
the
current
or
prior
annual
periods.

31


Year
Ended
December
31,



2016
2015
2014
2013
2012



(in
thousands,
except
per
share
amounts)

Consolidated
Statements
of
Operations
Data:















Revenue
$159,344
$139,626
$119,297
$106,746
$102,506
Costs
and
operating
expenses:















Network
access

69,112

62,988

59,411

47,245

42,289
Network
operations

42,307

33,537

25,475

18,402

14,541
Development
and
technology

22,126

19,147

14,879

11,432

10,772
Selling
and
marketing

18,729

19,653

16,382

14,244

10,255
General
and
administrative

29,719

22,356

17,460

15,067

12,700
Amortization
of
intangible
assets

3,448

3,576

3,716

2,250

1,103
Total
costs
and
operating
expenses












185,441

161,257

137,323

108,640

91,660
(Loss)
income
from
operations

(26,097)
(21,631)
(18,026)
(1,894)
10,846
Interest
and
other
(expense)
income,
net

(459)
(66)
(41)
37

143
(Loss)
income
before
income
taxes

(26,556)
(21,697)
(18,067)
(1,857)
10,989
Income
tax
expense

427

481

700

1,461

2,965
Net
(loss)
income

(26,983)
(22,178)
(18,767)
(3,318)
8,024
Net
income
attributable
to
non-controlling
interests

348

114

754

650

729
Net
(loss)
income
attributable
to
common
stockholders
$(27,331)$(22,292)$(19,521)$(3,968)$7,295
Net
(loss)
income
per
share
attributable
to
commonstockholders:















Basic
$(0.72)$(0.60)$(0.55)$(0.11)$0.21
Diluted
$(0.72)$(0.60)$(0.55)$(0.11)$0.20
Other
Financial
Data:















Operating
cash
flows
$115,205
$98,575
$21,207
$20,671
$24,596
Investing
cash
flows

(107,331)
(101,502)
(39,199)
(40,403)
(62,468)Financing
cash
flows

(3,121)
8,843

(480)
(11,068)
2,077
Adjusted
EBITDA(1)

40,798

29,636

20,300

23,802

30,642



As
of
December
31,



2016
2015
2014
2013
2012



(in
thousands)

Consolidated
Balance
Sheets
Data:















Cash
and
cash
equivalents
$19,485
$14,718
$8,849
$27,338
$58,138
Marketable
securities

—

—

1,614

32,962

41,558
Working
capital

(31,388)
(31,802)
(14,489)
31,748

81,503
Total
assets

380,981

341,012

218,615

214,323

202,532
Deferred
revenue,
net
of
current
portion

152,719

106,825

27,267

21,591

24,123
Long-term
debt

15,875

16,750

2,625

—

—
Long-term
portion
of
capital
leases
and
notes
payable

4,612

2,336

581

733

136
Total
liabilities

282,435

228,977

91,185

73,890

58,033
Total
stockholders'
equity

98,546

112,035

127,430

140,433

144,499
(1)We
define
Adjusted
EBITDA
as
net
(loss)
income
attributable
to
common
stockholders
plus
depreciation
and
amortization
of
property
andequipment,
stock-based
compensation
expense,
amortization
of
intangible
assets,
income
tax
expense,
interest
and
other
expense
(income),net,
non-controlling
interests,
and
excludes
charges
or
gains
that
are
non-recurring,
infrequent,
or
unusual.
We
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Table
of
Contents







The
following
provides
a
reconciliation
of
net
(loss)
income
attributable
to
common
stockholders
to
Adjusted
EBITDA:32and
facilitates
comparisons
with
other
companies,
many
of
which
use
similar
non-generally
accepted
accounting
principles
in
theUnited
States
("GAAP")
financial
measures
to
supplement
their
GAAP
results;
and•it
is
useful
to
exclude
(i)
non-cash
charges,
such
as
depreciation
and
amortization
of
property
and
equipment,
amortization
ofintangible
assets
and
stock-based
compensation,
from
Adjusted
EBITDA
because
the
amount
of
such
expenses
in
any
specificperiod
may
not
directly
correlate
to
the
underlying
performance
of
our
business
operations,
and
these
expenses
can
varysignificantly
between
periods
as
a
result
of
full
amortization
of
previously
acquired
tangible
and
intangible
assets
or
the
timing
ofnew
stock-based
awards
and
(ii)
charges
related
to
our
contested
proxy
election
for
the
2016
annual
meeting
of
stockholdersbecause
they
represent
non-recurring
charges
and
are
not
indicative
of
the
underlying
performance
of
our
business
operations.
We
use
Adjusted
EBITDA
in
conjunction
with
traditional
GAAP
measures
as
part
of
our
overall
assessment
of
our
performance,for
planning
purposes,
including
the
preparation
of
our
annual
operating
budget
and
quarterly
forecasts,
to
evaluate
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,



2016
2015
2014
2013
2012



(in
thousands)

Net
(loss)
income
attributable
to
common
stockholders
$(27,331)$(22,292)$(19,521)$(3,968)$7,295
Depreciation
and
amortization
of
property
and
equipment

49,202

38,293

27,446

18,940

15,958
Stock-based
compensation
expense

12,805

9,398

7,164

4,506

2,735
Amortization
of
intangible
assets

3,448

3,576

3,716

2,250

1,103
Income
tax
expense

427

481

700

1,461

2,965
Interest
and
other
expense
(income),
net

459

66

41

(37)
(143)Non-controlling
interests

348

114

754

650

729
Contested
proxy
election
expense

1,440

—

—

—

—
Adjusted
EBITDA
$40,798
$29,636
$20,300
$23,802
$30,642
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
neutral-host
commercial
mobile
Wi-Fi
Internet
solutions
and
indoor
DAS
services
in
the
world.
Our
softwareapplications
and
solutions
enable
individuals
to
access
our
extensive
global
Wi-Fi
networks
that
cover
more
than
1.5
million
hotspots.
We
operate
36
DASnetworks
containing
approximately
19,200
nodes.
Our
offerings
provide
compelling
cost
and
performance
advantages
to
our
customers
and
partners.







We
grew
revenue
from
$139.6
million
in
2015
to
$159.3
million
in
2016,
an
increase
of
14.1%.
We
grew
revenue
from
$119.3
million
in
2014
to$139.6
million
in
2015,
an
increase
of
17.0%.
We
generated
a
net
loss
attributable
to
common
stockholders
of
$27.3
million
in
2016
compared
to
$22.3
million
in2015.
Adjusted
EBITDA
increased
from
$29.6
million
in
2015
to
$40.8
million
in
2016,
an
increase
of
37.7%.
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,
and
other
Wi-Fi
enabled
devices—in
conjunction
with
the
increased
consumption
of
high-bandwidth
activities
like
video,
online
gaming,
streaming,
cloud-based
applications
and
mobile
apps—has
created
a
demand
for
high-speed,
high-bandwidthInternet
access
in
public
places
both
large
and
small.
These
data
intensive
activities
are
driving
a
global
surge
in
mobile
Internet
data
traffic
that
is
expected
toincrease
nearly
seven-fold
between
2016
and
2021,
according
to
Cisco's
Visual
Networking
Index.
We
believe
these
trends
present
us
with
opportunities
togenerate
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,
goodwill,
measuring
recoverability
of
long-lived
assets,
stock-basedcompensation
and
income
taxes
have
the
greatest
potential
impact
on
our
consolidated
financial
statements.
Therefore,
we
believe
the
accounting
policiesdiscussed
below
are
paramount
to
understanding
our
historical
and
future
performance,
as
these
policies
relate
to
the
more
significant
areas
involving
ourmanagement's
judgments,
assumptions
and
estimates.33Table
of
ContentsRevenue Recognition







We
generate
revenue
from
several
sources
including:
(i)
DAS
customers
that
are
telecom
operators
under
long-term
contracts
for
access
to
our
DAS
at
ourmanaged
and
operated
locations,
(ii)
military
and
retail
customers
under
subscription
plans
for
month-to-month
network
access
that
automatically
renew,
andmilitary
and
retail
single-use
access
from
sales
of
hourly,
daily
or
other
single-use
access
plans,
(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.







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.







Subscription
fees
from
military
and
retail
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
military
and
retail
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
militaryand
retail
single-use
access
is
recognized
when
access
is
provided.







Services
provided
to
wholesale
Wi-Fi
partners
generally
contain
several
elements
including:
(i)
a
term
license
to
use
our
software
to
access
our
Wi-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.34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
FASB
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
wedid
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
of
accounting
exist
and
then
allocate
the
arrangementconsideration
to
all
units
of
accounting
based
on
the
relative
selling
price
method
using
estimated
selling
prices
if
vendor
specific
objective
evidence
and
third-party
evidence
is
not
available.
We
recognize
the
revenue
associated
with
the
separate
units
of
accounting
upon
completion
of
such
services
or
ratably
over
thewholesale
service
period
for
Wi-Fi
platform
service
arrangements
and
the
term
of
the
estimated
customer
relationship
period
for
DAS
arrangements.







Advertising
revenue
is
generated
from
advertisements
on
our
managed
and
operated
or
partner
networks.
In
determining
whether
an
arrangement
exists,
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.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
unit
exceeds
its
carrying
amount,
goodwill
is
considered
notimpaired;
otherwise,
there
is
an
indication
that
goodwill
may
be
impaired
and
the
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
of
the
reporting
unit
goodwill
with
the
carrying
amount
of
goodwill.







At
December
31,
2016
and
2015,
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.35Table
of
ContentsMeasuring Recoverability of Long-Lived Assets







Our
long-lived
assets
are
depreciated
and
amortized
over
the
estimated
useful
lives
of
the
related
asset
type
using
the
straight-line
method.
The
estimateduseful
lives
for
property
and
equipment
are
as
follows:







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
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.
The
grant
date
fairvalue
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.36Software
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
18
years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.
Our
key
performanceindicators
follow:        DAS nodes. 



This
metric
represents
the
number
of
active
DAS
nodes
as
of
the
end
of
the
period.
A
DAS
node
is
a
single
communications
endpoint,
typicallyan
antenna,
which
transmits
or
receives
radio
frequency
signals
wirelessly.
This
measure
is
an
indicator
of
the
reach
of
our
DAS
network.
We
are
experiencingstrong
customer
demand
from
telecom
operators
to
gain
access
to
our
DAS
networks;
accordingly,
we
expect
to
continue
to
invest
in
securing,
building
out
andupgrading
our
DAS
networks
to
meet
this
demand.        Subscribers—military and
Subscribers —
retail. 



These
metrics
represent
the
number
of
paying
customers
who
are
on
a
month-to-month
subscription
plan
ata
given
period
end.
Military
subscribers
have
increased
as
we
deploy
our
service
on
new
military
bases.
We
also
expect
to
see
modest
increases
in
militarysubscribers
as
we
increase
signups
for
new
customers
on
existing
military
bases
through
targeted
marketing
and
by
continuing
to
build
the
Boingo
brand
in
themilitary
vertical.
Retail
subscribers
have
continued
to
decline
as
we
have
expanded
our
product
offerings
and
enhanced
our
focus
on
our
wholesale
and
advertisingservice
offerings.        Connects. 



This
metric
shows
how
often
individuals
connect
to
our
global
Wi-Fi
network
in
a
given
period.
The
connects
include
wholesale
and
retailcustomers
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.Key
Components
of
our
Results
of
OperationsRevenue







Our
revenue
consists
of
DAS
revenue,
military
revenue,
retail
revenue,
wholesale
revenue,
and
advertising
and
other
revenue.37


Year
Ended
December
31,



2016
2015
2014



(in
thousands)

DAS
nodes

19.2

10.9

8.4
Subscribers—military

107

57

20
Subscribers—retail

195

204

254
Connects

142,802

105,335

81,413
Table
of
Contents        DAS. 



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



We
generate
revenue
from
sales
to
military
and
retail
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
military
and
retail
individualsprimarily
through
charge
card
transactions.        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,
2016,
2015
and
2014,
entities
affiliated
with
AT&T
Inc.
accounted
for
12%,
17%
and
15%,
respectively,
of
total
revenue.For
the
year
ended
December
31,
2016,
entities
affiliated
with
Sprint
Corporation
accounted
for
11%
of
total
revenue.
The
loss
of
these
groups
and
the
customerscould
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
who
design,
build,monitor
and
maintain
our
networks.
Also
included
are
expenses
for
our
customer
service
provider
that
handles
customer
care
inquiries
and
expenses
for
networkoperations
contractors,
equipment
depreciation,
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.38Table
of
Contents        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,
Net







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







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
assets
wouldnot
be
realized
and
we
have
continued
to
maintain
the
full
valuation
allowance
as
of
December
31,
2016
and
2015.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.







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
$10.9
million,
or
28.5%,
in
2016,
as
compared
to
2015,
and
depreciation
expense
increased
$10.8
million,
or
39.5%,
in
2015,as
compared
to
2014,
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
$3.4
million,
or
36.3%,
in
2016,
as
compared
to
2015,
primarily
due
to
additional
stock-based
compensationexpenses
for
RSUs
granted
in
2015
and
2016.40


Year
Ended
December
31,



2016
2015
2014



(in
thousands)

Consolidated
Statements
of
Operations
Data:









Revenue
$159,344
$139,626
$119,297
Costs
and
operating
expenses:









Network
access

69,112

62,988

59,411
Network
operations

42,307

33,537

25,475
Development
and
technology

22,126

19,147

14,879
Selling
and
marketing

18,729

19,653

16,382
General
and
administrative

29,719

22,356

17,460
Amortization
of
intangible
assets

3,448

3,576

3,716
Total
costs
and
operating
expenses

185,441

161,257

137,323
Loss
from
operations

(26,097)
(21,631)
(18,026)Interest
and
other
expense,
net

(459)
(66)
(41)Loss
before
income
taxes

(26,556)
(21,697)
(18,067)Income
tax
expense

427

481

700
Net
loss

(26,983)
(22,178)
(18,767)Net
income
attributable
to
non-controlling
interests

348

114

754
Net
loss
attributable
to
common
stockholders
$(27,331)$(22,292)$(19,521)Depreciation
and
amortization
expense
included
in
the
above
line
items:









Network
access
$27,013
$22,666
$18,074
Network
operations

13,966

9,058

5,662
Development
and
technology

7,207

5,441

3,381
General
and
administrative

1,016

1,128

329
Total
$49,202
$38,293
$27,446
Stock-based
compensation
expense
included
in
the
above
line
items:









Network
operations
$2,144
$1,504
$1,356
Development
and
technology

1,070

731

600
Selling
and
marketing

1,842

3,411

2,017
General
and
administrative

7,749

3,752

3,191
Total
$12,805
$9,398
$7,164
Table
of
ContentsFurther,
in
2016,
our
Compensation
Committee
determined
to
adjust
its
practice
of
making
annual
long-term
equity
grants
and
instead
adopted
a
compensationcycle
whereby
it
granted
equity
awards
to
our
Chief
Executive
Officer
and
Chief
Financial
Officer
covering
the
number
of
shares
it
might
otherwise
have
grantedin
2016
through
2018,
with
"cliff"
vesting
dates
in
2019.
These
grants
were
made
to
focus
our
Chief
Executive
Officer
and
Chief
Financial
Officer
on
theCompany's
overall
long-term
corporate
and
strategic
goals,
eliminate
intervening
quarterly
vesting
dates
that
force
them
to
sell
shares
in
the
market
to
cover
taxestriggered
upon
vesting,
and
strengthen
the
Company's
ability
to
retain
our
senior
management
team
over
the
next
three
years.
As
a
result
of
these
larger-than-usualRSU
grants,
the
Compensation
Committee
does
not
intend
to
grant
additional
equity
awards
to
our
Chief
Executive
Officer
and
Chief
Financial
Officer
until
2019.







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
as
well
as
$1.0
million
of
additional
stock-based
compensation
expense
recognized
in
2015
resulting
from
a
change
inthe
expected
service
period
for
one
of
our
executives,
who
was
terminated.
Under
the
terms
of
the
executive's
employment
agreement,
the
executive
received12
months
of
accelerated
vesting
credit
on
unvested
stock-based
awards.







We
have
shifted
our
stock-based
compensation
from
stock
options
to
RSUs,
which
generally
vest
over
a
specified
service
period.
We
also
issue
performance-based
RSUs
to
executive
personnel.
We
recognize
stock-based
compensation
expense
for
performance-based
RSUs
when
we
believe
that
it
is
probable
that
theperformance
objectives
will
be
met.







At
December
31,
2016,
the
total
remaining
stock-based
compensation
expense
for
unvested
stock
option
awards
is
approximately
$323,000,
which
is
expectedto
be
recognized
over
a
weighted
average
period
of
0.8
years.
At
December
31,
2016,
the
total
remaining
stock-based
compensation
expense
for
unvested
RSUawards
is
approximately
$17,831,000
which
is
expected
to
be
recognized
over
a
weighted
average
period
of
2.0
years.41Table
of
Contents







The
following
table
sets
forth
our
results
of
operations
for
the
specified
periods
as
a
percentage
of
our
revenue
for
those
periods.Years
ended
December
31,
2016
and
2015Revenue        DAS. 



DAS
revenue
increased
$11.7
million,
or
25.2%,
in
2016,
as
compared
to
2015,
due
to
an
$8.9
million
increase
from
new
build-out
projects
in
ourmanaged
and
operated
locations
and
a
$2.8
million
increase
in
access
fees
from
our
telecom
operators.
DAS
build-out
revenues
in
2016
and
2015
include$0.5
million
and
$1.0
million,
respectively,
of
short-term
build
projects
that
include
sales42


Year
Ended
December
31,



2016
2015
2014



(as
a
percentage
of
revenue)

Consolidated
Statements
of
Operations
Data:









Revenue

100.0%
100.0%
100.0%Costs
and
operating
expenses:









Network
access

43.4

45.1

49.8
Network
operations

26.6

24.0

21.4
Development
and
technology

13.9

13.7

12.5
Selling
and
marketing

11.8

14.1

13.7
General
and
administrative

18.7

16.0

14.6
Amortization
of
intangible
assets

2.2

2.6

3.1
Total
costs
and
operating
expenses

116.4

115.5

115.1
Loss
from
operations

(16.4)
(15.5)
(15.1)Interest
and
other
expense,
net

(0.3)
0.0

0.0
Loss
before
income
taxes

(16.7)
(15.5)
(15.1)Income
tax
expense

0.3

0.3

0.6
Net
loss

(16.9)
(15.9)
(15.7)Net
income
attributable
to
non-controlling
interests

0.2

0.1

0.6
Net
loss
attributable
to
common
stockholders

(17.2)%
(16.0)%
(16.4)%


Year
Ended
December
31,



2016
2015
Change
%
Change



(in
thousands,
except
percentages)

Revenue:












DAS
$58,182
$46,455
$11,727

25.2
Military

39,975

19,898

20,077

100.9
Retail

26,636

31,763

(5,127)
(16.1)Wholesale—Wi-Fi

22,221

21,923

298

1.4
Advertising
and
other

12,330

19,587

(7,257)
(37.1)Total
revenue
$159,344
$139,626
$19,718

14.1
Key
business
metrics:












DAS
nodes

19.2

10.9

8.3

76.1
Subscribers—military

107

57

50

87.7
Subscribers—retail

195

204

(9)
(4.4)Connects

142,802

105,335

37,467

35.6
Table
of
Contentsof
equipment
that
were
completed
during
those
periods.
DAS
access
fees
for
2015
include
$0.4
million
of
one-time
fees
that
were
paid
for
early
termination
rights.        Military. 



Military
revenue
increased
$20.1
million,
or
100.9%,
in
2016,
as
compared
to
2015
due
to
a
$16.9
million
increase
in
military
subscriber
revenue,which
was
driven
primarily
by
the
increase
in
military
subscribers
and
a
5.5%
increase
in
the
average
monthly
revenue
per
military
subscriber
in
2016
compared
to2015,
and
a
$3.2
million
increase
in
military
single-use
revenue.        Retail. 



Retail
revenue
decreased
$5.1
million,
or
16.1%,
in
2016,
as
compared
to
2015,
due
to
a
$4.0
million
decrease
in
retail
subscriber
revenue,
whichwas
driven
primarily
by
the
decrease
in
retail
subscribers
and
a
1.5%
decrease
in
the
average
monthly
revenue
per
retail
subscriber,
and
a
$1.1
million
decrease
inretail
single-use
revenue.        Wholesale—Wi-Fi. 



Wholesale
Wi-Fi
revenue
increased
$0.3
million,
or
1.4%,
in
2016,
as
compared
to
2015,
primarily
due
to
a
$0.7
million
increase
inpartner
usage
based
fees,
which
was
partially
offset
by
a
$0.5
million
decrease
in
wholesale
service
provider
revenue.        Advertising and other. 



Advertising
and
other
revenue
decreased
$7.3
million,
or
37.1%,
in
2016,
as
compared
to
2015,
primarily
due
to
a
$7.9
milliondecrease
in
advertising
sales
at
our
managed
and
operated
locations
resulting
from
a
decline
in
the
number
of
premium
ad
units
sold.Costs
and
Operating
Expenses        Network access. 



Network
access
costs
increased
$6.1
million,
or
9.7%,
in
2016,
as
compared
to
2015.
The
increase
is
primarily
due
to
a
$4.3
millionincrease
in
depreciation
expense
related
to
our
increased
fixed
assets
from
our
DAS
build-out
projects,
a
$2.3
million
increase
in
revenue
share
paid
to
venues
inour
managed
and
operated
locations
and
a
$0.9
million
increase
in
bandwidth
and
other
direct
costs.
The
increases
were
partially
offset
by
a
$0.7
million
decreasefrom
customer
usage
at
partner
venues
and
a
$0.7
million
decrease
in
other
cost
of
revenue.
Other
costs
of
revenue
in
2016
and
2015
included
$0.3
million
and$1.0
million,
respectively,
of
costs
directly
related
to
our
short-term
DAS
projects
that
were
completed
during
those
periods.        Network operations. 



Network
operations
expenses
increased
$8.8
million,
or
26.2%,
in
2016,
as
compared
to
2015,
primarily
due
to
a
$4.9
million
increasein
depreciation
expense
related
to
our
increased
fixed
assets,
a
$2.3
million
increase
in
personnel
related
expenses
resulting
primarily
from
increased
headcount,
a$1.0
million
increase
in
consulting
expenses,
and
a
$0.3
million
increase
in
hardware
and
software
maintenance
expenses.        Development and technology. 



Development
and
technology
expenses
increased
$3.0
million,
or
15.6%,
in
2016,
as
compared
to
2015,
primarily
due
to
a$1.8
million
increase
in
depreciation
expense43


Year
Ended
December
31,



2016
2015
Change
%
Change



(in
thousands,
except
percentages)

Costs
and
operating
expenses:












Network
access
$69,112
$62,988
$6,124

9.7
Network
operations

42,307

33,537

8,770

26.2
Development
and
technology

22,126

19,147

2,979

15.6
Selling
and
marketing

18,729

19,653

(924)
(4.7)General
and
administrative

29,719

22,356

7,363

32.9
Amortization
of
intangible
assets

3,448

3,576

(128)
(3.6)Total
costs
and
operating
expenses
$185,441
$161,257
$24,184

15.0
Table
of
Contentsrelated
to
our
increased
fixed
assets,
a
$0.7
million
increase
in
cloud
computing,
hardware
and
software
maintenance
expenses,
and
a
$0.4
million
increase
inconsulting
expenses.        Selling and marketing. 



Selling
and
marketing
expenses
decreased
$0.9
million,
or
4.7%,
in
2016,
as
compared
to
2015,
due
to
a
$1.4
million
decrease
inpersonnel
related
expenses
which
was
primarily
due
to
a
management
reorganization
that
included
the
elimination
of
the
position
of
President
in
January
2016.
Thedecrease
was
partially
offset
by
a
$0.3
million
increase
in
consulting
expenses
and
a
$0.2
million
increase
in
marketing
and
advertising
expenses.        General and administrative. 



General
and
administrative
expenses
increased
$7.4
million,
or
32.9%,
in
2016,
as
compared
to
2015,
primarily
due
to
a$5.4
million
increase
in
personnel
related
expenses,
which
is
inclusive
of
a
$4.0
million
increase
in
stock-based
compensation,
resulting
from
increased
headcountand
the
change
in
the
structure
and
grant
cycle
of
the
RSUs
granted
to
our
Chief
Executive
Officer
and
Chief
Financial
Officer
in
2016,
$1.4
million
expended
onour
contested
proxy
election
for
the
2016
annual
meeting
of
stockholders,
and
a
$0.6
million
increase
in
professional
fees.        Amortization of intangible assets. 



Amortization
of
intangible
assets
expense
remained
relatively
consistent
in
2016,
as
compared
to
2015.Interest
and
Other
Expense,
Net







Interest
and
other
expense,
net,
increased
$0.4
million
in
2016,
as
compared
to
2015,
primarily
due
to
increased
interest
expense
incurred.
In
2016
and
2015,we
capitalized
$0.8
million
and
$0.6
million,
respectively,
of
interest
expense.Income
Tax
Expense







Income
tax
expense
and
our
effective
tax
rate
remained
relatively
consistent
in
2016
and
2015.







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
increased
$0.2
million,
or
205.3%
in
2016,
as
compared
to
2015
primarily
as
a
result
of
increased
net
income
for
a
subsidiary,
whichwas
driven
primarily
by
changes
in
the
revenue
mix
to
higher
margin
businesses
and
decreased
operating
expenses.Net
Loss
Attributable
to
Common
Stockholders







Our
net
loss
for
2016
increased
as
compared
to
2015,
primarily
as
a
result
of
the
$24.2
million
increase
in
costs
and
operating
expenses,
the
$0.4
millionincrease
in
interest
and
other
expense,
net,
and
the
$0.2
million
increase
in
non-controlling
interests.
Cost
increases
were
partially
offset
by
the
$19.7
millionincrease
in
revenues.
Our
diluted
net
loss
per
share
increased
primarily
as
a
result
of
the
increase
in
our
net
loss.Adjusted
EBITDA







Adjusted
EBITDA
was
$40.8
million
in
2016,
an
increase
of
37.7%
from
$29.6
million
recorded
in
2015.
As
a
percent
of
revenue,
Adjusted
EBITDA
was25.6%
in
2016,
up
from
21.2%
of
revenue
in
2015.
The
Adjusted
EBITDA
increase
was
due
primarily
to
the
$10.8
million
increase
in
depreciation
andamortization
expense,
$3.4
million
increase
in
stock-based
compensation
expenses,
a
$0.4
million
increase
in
interest
and
other
expense,
net,
and
a
$0.2
millionincrease
in
non-controlling
interests.
The44Table
of
Contentsincreases
were
partially
offset
by
the
$5.0
million
increase
in
our
net
loss
attributable
to
common
stockholders
in
2016
compared
to
2015.
Our
net
loss
attributableto
common
stockholders
includes
$1.4
million
expended
on
our
contested
proxy
election
for
the
annual
meeting
of
stockholders
in
2016,
which
have
been
excludedfrom
Adjusted
EBITDA.
We
define
Adjusted
EBITDA
as
net
loss
attributable
to
common
stockholders
plus
depreciation
and
amortization
of
property
andequipment,
stock-based
compensation
expense,
amortization
of
intangible
assets,
income
tax
expense,
interest
and
other
expense,
non-controlling
interests,
andexcludes
charges
or
gains
that
are
non-recurring,
infrequent,
or
unusual.
For
a
discussion
of
Adjusted
EBITDA
and
a
reconciliation
of
net
(loss)
income
attributableto
common
stockholders
to
Adjusted
EBITDA,
see
footnote
1
to
"Selected
Financial
Data"
in
Part
II,
Item
6.Years
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.        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.        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
2014.45


Year
Ended
December
31,



2015
2014
Change
%
Change



(in
thousands,
except
percentages)

Revenue:












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

21.4
Military

19,898

4,486

15,412

343.6
Retail

31,763

40,336

(8,573)
(21.3)Wholesale—Wi-Fi

21,923

15,209

6,714

44.1
Advertising
and
other

19,587

21,007

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

17.0
Key
business
metrics:












DAS
nodes

10.9

8.4

2.5

29.8
Subscribers—military

57

20

37

185.0
Subscribers—retail

204

254

(50)
(19.7)Connects

105,335

81,413

23,922

29.4
Table
of
Contents        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.Costs
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
2014.46


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.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
attributable
to
common
stockholders
plus
depreciation
and
amortization
of
property
and
equipment,
stock-basedcompensation
expense,
amortization
of
intangible
assets,
income
tax
expense,
interest
and
other
expense,
non-controlling
interests,
and
excludes
charges
or
gainsthat
are
non-recurring,
infrequent,
or
unusual.
For
a
discussion
of
Adjusted
EBITDA
and
a
reconciliation
of
net
(loss)
income
attributable
to
common
stockholdersto
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,
2016
consisted
of
$19.5
million
of
cash
and
cash
equivalents
and
$54.8
million
available
for
borrowing
under
our
credit
facility,$3.8
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
for
liquidity
over
the
near
term.
Our
capital
expenditures
in
2016
were
$107.3
million,
of
which
$76.9
million
wasreimbursed
through
revenue
for
DAS
build-out
projects
from
our
telecom
operators.47Table
of
Contents







We
have
entered
into
a
Credit
Agreement
(the
"Credit
Agreement")
and
related
agreements,
as
amended
with
Bank
of
America,
N.A.
acting
as
agent
forlenders
named
therein,
including
Bank
of
America,
N.A.
and
Silicon
Valley
Bank,
and
Citizens
Bank,
N.A.
(the
"Lenders"),
for
a
secured
credit
facility
in
the
formof
a
revolving
line
of
credit
up
to
$69.8
million,
which
was
increased
from
$46.5
million
in
February
2016,
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
theRevolving
Line
of
Credit,
the
"Credit
Facility").
Both
the
Term
Loan
and
Revolving
Line
of
Credit
mature
on
November
21,
2018.
Amounts
borrowed
under
theRevolving
Line
of
Credit
and
Term
Loan
will
bear,
at
our
election,
a
variable
interest
at
LIBOR
plus
2.5%
-
3.5%
or
Lender's
Prime
Rate
plus
1.5%
-
2.5%
peryear
and
we
will
pay
a
fee
of
0.375%
-
0.5%
per
year
on
any
unused
portion
of
the
Revolving
Line
of
Credit.
As
of
December
31,
2016,
$2.0
million
wasoutstanding
under
the
Term
Loan
and
$15.0
million
was
outstanding
under
the
Revolving
Line
of
Credit.
The
Term
Loan
requires
quarterly
payments
of
interestand
principal,
amortizing
fully
over
the
four-year-term
such
that
it
is
repaid
in
full
on
the
maturity
date
of
November
21,
2018.
For
the
year
ended
December
31,2016,
interest
rates
for
our
Credit
Facility
ranged
from
3.0%
to
3.6%.
Repayment
of
amounts
borrowed
under
the
Credit
Facility
may
be
accelerated
in
the
eventthat
we
are
in
violation
of
the
representation,
warranties
and
covenants
made
in
the
Credit
Agreement,
including
certain
financial
covenants
set
forth
therein,
andunder
other
specific
default
events
including,
but
not
limited
to,
non-payment
or
inability
to
pay
debt,
breach
of
cross
default
provisions,
insolvency
provisions,
andchange
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,
2016
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,
2016
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
permitted
us
to
offer
up
to
$125.0
million
of
common
stock,
preferred
stock,
debt
securities
and
warrants
in
one
or
more
offerings
andin
any
combination,
including
in
units
from
time
to
time.
In
February
2016,
we
filed
a
post-effective
amendment
to
terminate
the
Shelf
Registration
and
removefrom
registration
the
securities
registered
pursuant
to
the
Shelf
Registration.
The
Company's
Board
of
Directors
determined
that
having
the
Shelf
Registration
onfile
was
no
longer
necessary
due
to
the
Company
increasing
the
Revolving
Line
of
Credit.







We
believe
that
our
existing
cash
and
cash
equivalents,
cash
flow
from
operations
and
availability
under
the
Credit
Facility
will
be
sufficient
to
fund
ouroperations
and
planned
capital
expenditures
for
at
least
the
next
12
months
from
the
date
of
issuance
of
our
financial
statements.
There
can
be
no
assurance,however,
that
future
industry-specific
or
other
developments,
general
economic
trends,
or
other
matters
will
not
adversely
affect
our
operations
or
our
ability
tomeet
our
future
cash
requirements.
Our
future
capital
requirements
will
depend
on
many
factors,
including
our
rate
of
revenue
growth
and
corresponding
timing
ofcash
collections,
the
timing
and
size
of
our
managed
and
operated
location
expansion
efforts,
the
timing
and
extent
of
spending
to
support
product
developmentefforts,
the
timing
of
introductions
of
new
solutions
and
enhancements
to
existing
solutions
and
the
continuing
market
acceptance
of
our
solutions.
We
expect
ourcapital
expenditures
in
2017
will
range
from
$20.0
million
to
$25.0
million,
excluding
capital
expenditures
for
DAS
build-out
projects,
which
are
reimbursedthrough
revenue
from
our
telecom
operator
customers.
The
majority
of
our
2017
capital
expenditures
will
be
used
to
build
out
and
upgrade
Wi-Fi
networks
at
ourmanaged
and
operated
venues
and
to
build
out
residential
broadband
and
IPTV
networks
for
troops
stationed
on48Table
of
Contentsmilitary
bases
pursuant
to
our
contracts
with
the
U.S.
government.
The
investment
of
these
resources
will
occur
in
advance
of
experiencing
any
direct
benefit
fromthem
including
generation
of
revenues.
The
U.S.
government
may
modify,
curtail
or
terminate
its
contracts
with
us,
either
at
its
convenience
or
for
default
based
onperformance.
Any
such
modification,
curtailment,
or
termination
of
one
or
more
of
our
government
contracts
could
have
a
material
adverse
effect
on
our
earnings,cash
flow
and/or
financial
position.
We
may
also
enter
into
acquisitions
of
complementary
businesses,
applications
or
technologies,
which
could
require
us
to
seekadditional
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
2016,
we
generated
$115.2
million
of
net
cash
from
operating
activities,
an
increase
of
$16.6
million
from
2015.
The
increase
is
primarily
due
to
a$7.4
million
change
in
our
operating
assets
and
liabilities,
a
$10.8
million
increase
in
depreciation
and
amortization
expenses
related
to
our
recent
increased
fixedassets
from
our
DAS
build-out
projects,
Wi-Fi
networks,
and
software
development,
and
a
$3.4
million
increase
in
stock-based
compensation
expenses.
Theincreases
were
partially
offset
by
the
$4.8
million
increase
in
our
net
loss.







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.Net
Cash
Used
in
Investing
Activities







In
2016,
we
used
$107.3
million
in
investing
activities,
an
increase
of
$5.8
million
from
2015.
This
increase
is
due
to
a
$4.2
million
increase
in
purchases
ofproperty
and
equipment
related
to
our
recent
increased
fixed
assets
from
our
DAS
build-out
projects,
Wi-Fi
networks,
and
software
development,
and
a$1.6
million
decrease
in
cash
provided
by
net
proceeds
from
sales
of
marketable
securities.49


Year
Ended
December
31,



2016
2015
2014



(in
thousands)

Net
cash
provided
by
operating
activities
$115,205
$98,575
$21,207
Net
cash
used
in
investing
activities

(107,331)
(101,502)
(39,199)Net
cash
(used
in)
provided
by
financing
activities

(3,121)
8,843

(480)Table
of
Contents







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.Net
Cash
(Used
in)
Provided
by
Financing
Activities







In
2016,
we
used
$3.1
million
of
cash
for
financing
activities
compared
to
$8.8
million
in
cash
provided
by
financing
activities
in
2015.
This
change
isprimarily
due
to
a
$14.8
million
decrease
in
net
proceeds
from
our
Credit
Facility,
a
$1.4
million
increase
in
cash
paid
for
capital
leases
and
notes
payable,
and
a$0.3
million
decrease
in
cash
used
to
pay
federal,
state,
and
local
employment
payroll
taxes
related
to
our
RSUs
that
vested
during
the
period.
These
changes
werepartially
offset
by
a
$1.6
million
increase
in
proceeds
from
exercise
of
stock
options,
$2.8
million
of
non-recurring
payments
made
in
2015
related
to
businesscombinations,
and
a
$0.2
million
decrease
in
payments
to
our
non-controlling
interests.







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,
$1.2
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.50Table
of
ContentsContractual
Obligations
and
Commitments







The
following
table
sets
forth
our
contractual
obligations
and
commitments
as
of
December
31,
2016: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)
$35,778
$7,561
$11,400
$8,234
$8,583
Operating
leases
for
office
space(2)

30,668

3,223

6,396

6,250

14,799
Open
purchase
commitments(3)

15,046

15,046

—

—

—
Credit
Facility(4)

16,969

1,094

15,875

—

—
Capital
leases
for
equipment
and
software(5)

5,821

2,870

2,951

—

—
Unrecognized
tax
benefits(6)

229

229

—

—

—
Notes
payable(7)

2,784

1,123

1,661

—

—
Total
$107,295
$31,146
$38,283
$14,484
$23,382
(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,
2016
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
11
to
the
accompanying
consolidated
financial
statements
included
in
Part
II,Item
8).
(7)Notes
payable
assumed
in
our
acquisition
of
Endeka
in
2013
and
loans
payable
related
to
financed
equipment
and
prepaid
maintenanceservice
purchases.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)
foreign
currency
exchange
rate
risk.
The
risk
of
loss
is
assessed
based
on
thelikelihood
of
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,
2016
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,
2016
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,
2016
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,
2016
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,
2016,
the
Company
maintained
effective
internal
control
over
financial
reporting.The
effectiveness
of
the
Company's
internal
control
over
financial
reporting
has
been
audited
by
PricewaterhouseCoopers
LLP,
an
independent
registered
publicaccounting
firm.
The
Report
of
Independent
Registered
Public
Accounting
Firm
is
filed
with
this
Annual
Report
on
Form
10-K
in
a
separate
section
followingPart
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
31,2016.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
2016
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
2016
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
2016
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
2016
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
2016
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
2016
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
2016
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-39.Item
16.



Form
10-K
Summary








Not
applicable.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


PageReport
of
Independent
Registered
Public
Accounting
Firm
F-2Consolidated
Balance
Sheets
F-3Consolidated
Statements
of
Operations
F-4Consolidated
Statements
of
Comprehensive
Income
(Loss)
F-5Consolidated
Statements
of
Stockholders'
Equity
F-6Consolidated
Statements
of
Cash
Flows
F-7Notes
to
the
Consolidated
Financial
Statements
F-8Table
of
ContentsREPORT
OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING
FIRMTo
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,
2016
and
2015,
and
the
results
of
their
operations
and
their
cash
flows
for
each
of
the
three
years
in
the
period
ended
December
31,
2016
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,
2016,
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
13,
2017F-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,



2016
2015
Assets






Current
assets:






Cash
and
cash
equivalents
$19,485
$14,718
Accounts
receivable,
net

42,978

43,552
Prepaid
expenses
and
other
current
assets

5,344

3,876
Total
current
assets

67,807

62,146
Property
and
equipment,
net

250,765

214,500
Goodwill

42,403

42,403
Intangible
assets,
net

13,783

16,055
Other
assets

6,223

5,908
Total
assets
$380,981
$341,012
Liabilities
and
stockholders'
equity






Current
liabilities:






Accounts
payable
$15,516
$29,376
Accrued
expenses
and
other
liabilities

27,723

36,177
Deferred
revenue

50,869

25,759
Current
portion
of
long-term
debt

1,094

875
Current
portion
of
capital
leases
and
notes
payable

3,993

1,761
Total
current
liabilities

99,195

93,948
Deferred
revenue,
net
of
current
portion

152,719

106,825
Long-term
debt

15,875

16,750
Long-term
portion
of
capital
leases
and
notes
payable

4,612

2,336
Deferred
tax
liabilities

3,208

2,965
Other
liabilities

6,826

6,153
Total
liabilities

282,435

228,977
Commitments
and
contingencies
(Note
12)






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;
38,562
and
37,325
shares
issuedand
outstanding
for
2016
and
2015,
respectively

4

4
Additional
paid-in
capital

211,275

197,612
Accumulated
deficit

(112,601)
(85,176)Accumulated
other
comprehensive
loss

(870)
(1,160)Total
common
stockholders'
equity

97,808

111,280
Non-controlling
interests

738

755
Total
stockholders'
equity

98,546

112,035
Total
liabilities
and
stockholders'
equity
$380,981
$341,012
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,



2016
2015
2014
Revenue
$159,344
$139,626
$119,297
Costs
and
operating
expenses:









Network
access

69,112

62,988

59,411
Network
operations

42,307

33,537

25,475
Development
and
technology

22,126

19,147

14,879
Selling
and
marketing

18,729

19,653

16,382
General
and
administrative

29,719

22,356

17,460
Amortization
of
intangible
assets

3,448

3,576

3,716
Total
costs
and
operating
expenses

185,441

161,257

137,323
Loss
from
operations

(26,097)
(21,631)
(18,026)Interest
and
other
expense,
net

(459)
(66)
(41)Loss
before
income
taxes

(26,556)
(21,697)
(18,067)Income
tax
expense

427

481

700
Net
loss

(26,983)
(22,178)
(18,767)Net
income
attributable
to
non-controlling
interests

348

114

754
Net
loss
attributable
to
common
stockholders
$(27,331)$(22,292)$(19,521)Net
loss
per
share
attributable
to
common
stockholders:









Basic
$(0.72)$(0.60)$(0.55)Diluted
$(0.72)$(0.60)$(0.55)Weighted
average
shares
used
in
computing
net
loss
per
share
attributable
to
commonstockholders:









Basic

38,025

36,849

35,753
Diluted

38,025

36,849

35,753
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,



2016
2015
2014
Net
loss
$(26,983)$(22,178)$(18,767)Other
comprehensive
loss,
net
of
tax:









Foreign
currency
translation
adjustments

211

(604)
(411)Comprehensive
loss

(26,772)
(22,782)
(19,178)Comprehensive
income
attributable
to
non-controlling
interest

269

227

786
Comprehensive
loss
attributable
to
common
stockholders
$(27,041)$(23,009)$(19,964)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
31,2013

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
Issuance
of
common
stockunder
stock
incentive
plans

1,237

—

2,984

—

—

—

2,984
Shares
withheld
for
taxes

—

—

(2,827)
—

—

—

(2,827)Stock-based
compensationexpense

—

—

13,412

—

—

—

13,412
Non-controlling
interestdistributions

—

—

—

—

—

(286)
(286)Cumulative
effect
of
a
changein
accounting
principle

—

—

94

(94)
—

—

—
Net
loss

—

—

—

(27,331)
—

348

(26,983)Other
comprehensive
loss

—

—

—

—

290

(79)
211
Balance
at
December
31,2016

38,562
$4
$211,275
$(112,601)$(870)$738
$98,546
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,



2016
2015
2014
Cash
flows
from
operating
activities









Net
loss
$(26,983)$(22,178)$(18,767)Adjustments
to
reconcile
net
loss
including
non-controlling
interests
to
net
cash
provided
by
operating
activities:









Depreciation
and
amortization
of
property
and
equipment

49,202

38,293

27,446
Amortization
of
intangible
assets

3,448

3,576

3,716
Bad
debt
expense

116

304

191
Impairment
loss

66

242

959
Stock-based
compensation

12,805

9,398

7,164
Change
in
fair
value
of
contingent
consideration

—

(114)
(811)Change
in
deferred
income
taxes

303

320

468
Changes
in
operating
assets
and
liabilities:









Accounts
receivable

526

(16,050)
(11,583)Prepaid
expenses
and
other
assets

(835)
(3,459)
(1,935)Accounts
payable

(465)
3,845

(2,252)Accrued
expenses
and
other
liabilities

6,017

4,569

4,739
Deferred
revenue

71,005

79,829

11,872
Net
cash
provided
by
operating
activities

115,205

98,575

21,207
Cash
flows
from
investing
activities









Purchases
of
property
and
equipment

(107,271)
(103,116)
(70,945)Proceeds
from
sales
of
marketable
securities

—

1,614

58,511
Purchases
of
marketable
securities

—

—

(27,163)Decrease
in
restricted
cash

—

—

545
Payments
for
asset
and
business
acquisitions

(60)
—

(147)Net
cash
used
in
investing
activities

(107,331)
(101,502)
(39,199)Cash
flows
from
financing
activities









Proceeds
from
credit
facility

5,000

20,000

3,500
Principal
payments
on
credit
facility

(5,656)
(5,875)
—
Debt
issuance
costs

(124)
(62)
(711)Proceeds
from
exercise
of
stock
options

2,984

1,373

1,158
Payments
of
capital
leases
and
notes
payable

(2,212)
(814)
(627)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

(2,827)
(2,512)
(1,922)Payments
to
non-controlling
interest

(286)
(500)
(623)Purchase
of
non-controlling
interests

—

(1,150)
—
Net
cash
(used
in)
provided
by
financing
activities

(3,121)
8,843

(480)Effect
of
exchange
rates
on
cash.


14

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

4,767

5,869

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

14,718

8,849

27,338
Cash
and
cash
equivalents
at
end
of
year
$19,485
$14,718
$8,849
Supplemental
disclosure
of
cash
flow
information









Cash
paid
for
interest
$418
$347
$33
Cash
paid
(received)
for
taxes,
net
of
refunds
$163
$62
$(53)Supplemental
disclosure
of
non-cash
investing
and
financing
activities









Property
and
equipment
costs
in
accounts
payable,
accrued
expenses
and
other
liabilities
$16,976
$45,417
$11,647
Purchase
of
equipment
and
prepaid
maintenance
services
under
capital
financing
arrangements
$6,629
$3,839
$361
Purchase
of
intangible
asset
$1,150

—

—
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
and
other
wireless-enabled
consumer
devices.
Boingo
Wireless,
Inc.
was
incorporated
in
April
16,
2001
in
the
State
ofDelaware.
We
have
a
diverse
monetization
model
that
enables
us
to
generate
revenues
from
wholesale
partnerships,
retail
sales,
and
advertising
across
thesewireless
networks.
Wholesale
offerings
include
distributed
antenna
systems
("DAS")
or
small
cells,
which
are
cellular
extension
networks,
Wi-Fi
roaming,
value-added
services,
private
label
Wi-Fi,
and
location
based
services.
Retail
products
include
Wi-Fi
and
TV
services
for
military
servicemen
and
women
living
in
thebarracks
of
U.S.
Army,
Air
Force
and
Marines
bases
around
the
world,
and
Wi-Fi
subscriptions
and
day
passes
that
provide
access
to
more
than
1.5
millioncommercial
hotspots
worldwide.
Advertising
revenue
is
driven
by
Wi-Fi
sponsorships
at
airports,
hotels,
cafes
and
restaurants,
and
public
spaces.
Our
customersinclude
some
of
the
world's
largest
carriers,
telecommunications
service
providers
and
global
consumer
brands,
as
well
as
troops
stationed
at
military
bases
andInternet
savvy
consumers
on
the
go.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.







In
March
2016,
the
FASB
issued
Accounting
Standards
Update
("ASU")
2016-09,
Compensation —
Stock Compensation (Topic 718): Improvements toEmployee Share-Based Payment Accounting ("ASU
2016-09"),
which
simplifies
several
aspects
of
the
accounting
for
share-based
payments
including
thefollowing:
entities
record
all
excess
tax
benefits
and
tax
deficiencies
as
an
income
tax
benefit
or
expense
in
the
income
statement;
entities
classify
excess
taxbenefits
as
an
operating
activity
in
the
statement
of
cash
flows;
entities
elect
an
accounting
policy
to
either
estimate
the
number
of
forfeitures
(current
U.S.
GAAP)or
account
for
forfeitures
when
they
occur;
and
entities
can
withhold
up
to
the
maximum
individual
statutory
rate
without
classifying
the
awards
as
a
liability
withthe
cash
paid
to
satisfy
the
statutory
income
tax
withholding
obligation
classified
as
a
financing
activity
in
the
statementF-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)of
cash
flows.
The
standard
provides
for
prospective,
retrospective,
or
modified
retrospective
adoption
of
each
of
the
changes,
and
the
standard
is
effective
forpublic
entities
for
interim
and
annual
periods
beginning
after
December
15,
2016.
Early
adoption
is
permitted
and
we
elected
to
early
adopt
ASU
2016-09
as
ofJanuary
1,
2016.
As
a
result
of
this
adoption,
we
recorded
$6,933
and
$589
of
net
deferred
tax
assets
related
to
our
federal
and
state
net
operating
losses
for
excesswindfall
tax
benefits,
respectively,
as
of
January
1,
2016.
We
established
a
full
valuation
allowance
against
those
deferred
tax
assets
as
of
January
1,
2016
based
onthe
determination
that
it
was
more
likely
than
not
that
those
deferred
tax
assets
would
not
be
realized.
We
also
elected
to
change
our
accounting
policy
to
accountfor
forfeitures
when
they
occur
on
a
modified
retrospective
basis.
The
change
in
our
accounting
policy
resulted
in
a
$94
increase
to
additional
paid-in
capital
andaccumulated
deficit
as
of
January
1,
2016.







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
after
December
15,
2016.
Early
adoption
ispermitted.
We
adopted
this
standard
effective
December
31,
2016.
This
standard
did
not
have
a
material
impact
on
our
consolidated
financial
statements.Use
of
estimates







The
preparation
of
accompanying
consolidated
financial
statements
in
conformity
with
GAAP
requires
us
to
make
estimates
and
assumptions
that
affect
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,
and
the
valuation
and
assumptions
underlying
stock-based
compensation
and
other
equity
instruments.
On
an
ongoing
basis,
we
evaluate
our
estimatescompared
to
historical
experience
and
trends,
which
form
the
basis
for
making
judgments
about
the
carrying
value
of
assets
and
liabilities.Concentrations
of
credit
risk







Financial
instruments
that
potentially
subject
us
to
significant
concentrations
of
credit
risk
consist
primarily
of
cash
and
cash
equivalents
and
accountsreceivable.
We
maintain
our
cash
and
cash
equivalents
with
institutions
with
high
credit
ratings.
We
extend
credit
based
upon
the
evaluation
of
the
customer'sfinancial
condition
and
generally
collateral
is
not
required.
We
maintain
an
allowance
for
doubtful
accounts
based
upon
expected
collectability
of
accountsreceivable.
We
primarily
estimate
our
allowance
for
doubtful
accounts
based
on
a
specific
review
of
significant
outstanding
accounts
receivable.
For
the
yearended
December
31,
2016,
two
customers
accounted
for
23%
of
total
revenue.
For
the
years
ended
December
31,
2015
and
2014,
one
customer
accounted
for
17%and
15%
of
total
revenue,
respectively.
At
December
31,
2016,
three
customers
accounted
for
26%,
18%
and
17%
of
theF-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)total
accounts
receivable,
respectively.
At
December
31,
2015,
four
customers
accounted
for
28%,
19%,
19%
and
10%
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,
2016
and
2015,
cash
equivalents
consisted
of
money
market
funds.Fair
value
of
financial
instruments







Fair
value
is
defined
as
the
price
that
would
be
received
from
selling
an
asset,
or
paid
to
transfer
a
liability,
in
an
orderly
transaction
between
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,
accounts
receivable,
prepaid
expenses
andother
current
assets,
other
assets,
accounts
payable,
accrued
expenses
and
other
liabilities,
and
deferred
revenue
approximates
fair
value
due
to
the
short
durationand
nature
of
these
financial
instruments.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.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)







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.
We
capitalize
certain
costs
for
our
network
equipment
duringthe
pre-construction
period,
which
is
the
period
during
which
costs
are
incurred
to
evaluate
the
site,
and
continue
to
capitalize
costs
until
the
network
equipment
issubstantially
completed
and
ready
for
use.
Cost
for
network
equipment
includes
capitalized
interest.Equipment
and
software
under
capital
lease







We
lease
certain
data
communications
equipment,
other
equipment
and
software
under
capital
lease
agreements.
The
assets
and
liabilities
under
capital
leaseare
recorded
at
the
lesser
of
the
present
value
of
aggregate
future
minimum
lease
payments,
including
estimated
bargain
purchase
options,
or
the
fair
value
of
theasset
under
lease.
Assets
under
capital
lease
are
depreciated
using
the
straight-line
method
over
the
estimated
useful
lives
of
the
assets
or
the
term
of
the
leaseagreements.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.F-11Software
2
to
5
yearsComputer
equipment
3
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
18
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)We
include
amortization
of
acquired
intangibles
in
amortization
of
intangible
assets
in
the
accompanying
consolidated
statements
of
operations.







We
perform
an
impairment
review
of
long-lived
assets
held
and
used
whenever
events
or
changes
in
circumstances
indicate
that
the
carrying
value
may
not
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.







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,
2016
and
2015,
all
of
the
goodwill
was
attributedto
our
reporting
unit.
We
tested
ourF-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)goodwill
for
impairment
using
a
market
based
approach
and
no
impairment
was
identified
as
the
fair
value
of
our
reporting
unit
was
substantially
in
excess
of
itscarrying
amount.
To
date,
we
have
not
recorded
any
goodwill
impairment
charges.Revenue
recognition







We
generate
revenue
from
several
sources
including:
(i)
DAS
customers
that
are
telecom
operators
under
long-term
contracts
for
access
to
our
DAS
at
ourmanaged
and
operated
locations,
(ii)
military
and
retail
customers
under
subscription
plans
for
month-to-month
network
access
that
automatically
renew,
andmilitary
and
retail
single-use
access
from
sales
of
hourly,
daily
or
other
single-use
access
plans,
(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.







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.







Subscription
fees
from
military
and
retail
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
military
and
retail
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
militaryand
retail
single-use
access
is
recognized
when
access
is
provided.







Services
provided
to
wholesale
Wi-Fi
partners
generally
contain
several
elements
including:
(i)
a
term
license
to
use
our
software
to
access
our
Wi-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
remainingF-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)term
of
the
service
arrangement.
The
initial
term
of
the
license
agreements
is
generally
between
one
to
five
years
and
the
agreements
generally
contain
renewalclauses.
Revenue
for
Wi-Fi
network
access
fees
in
excess
of
the
monthly
minimum
amounts
is
recognized
when
earned.
All
elements
within
existing
servicearrangements
are
generally
delivered
and
earned
concurrently
throughout
the
term
of
the
respective
service
arrangement.







In
instances
where
the
minimum
monthly
Wi-Fi
and
DAS
network
access
fees
escalate
over
the
term
of
the
wholesale
service
arrangement,
an
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
of
accounting
exist
and
then
allocate
the
arrangementconsideration
to
all
units
of
accounting
based
on
the
relative
selling
price
method
using
estimated
selling
prices
if
vendor
specific
objective
evidence
and
thirdparty
evidence
is
not
available.
We
recognize
the
revenue
associated
with
the
separate
units
of
accounting
upon
completion
of
such
services
or
ratably
over
thewholesale
service
period
for
Wi-Fi
platform
service
arrangements
and
the
term
of
the
estimated
customer
relationship
period
for
DAS
arrangements.







Advertising
revenue
is
generated
from
advertisements
on
our
managed
and
operated
or
partner
networks.
In
determining
whether
an
arrangement
exists,
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,
2016
and
December
31,
2015,
the
Company
had
$(870)
and
$(1,160),
respectively,
of
cumulative
foreign
currency
translation
adjustments,
net
oftax,
which
was
$0
as
of
December
31,
2016
and
December
31,
2015
due
to
the
full
valuation
allowance
established
against
our
deferred
tax
assets,
in
accumulatedother
comprehensive
loss.F-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)







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,
2016,
2015
and
2014.
All
other
costs
of
advertising,
marketing
and
promotion
are
expensed
as
incurred.
Advertising
expenses
charged
to
operationstotaled
$1,925,
$1,703
and
$1,350
for
the
years
ended
December
31,
2016,
2015
and
2014,
respectively.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
2016
and
2015.







We
recognize
stock-based
compensation
expense
in
accordance
with
guidance
provided
by
FASB
ASC
718,
Compensation—Stock Compensation ("ASC718").
We
measure
employee
stock-based
compensation
cost
at
grant
date,
based
on
the
estimated
fair
value
of
the
award
and
recognize
the
cost
on
a
straight-linebasis,
net
of
forfeitures,
over
the
employee
requisite
service
period.
We
estimate
the
fair
value
of
stock
options
using
a
Black-Scholes
option
pricing
model.
Themodel
requires
input
of
assumptions
regarding
expected
term,
expected
volatility,
dividend
yield,
and
a
risk-free
interest
rate.
The
weighted
average
assumptionsthat
were
used
to
calculate
the
grant
date
fair
value
of
our
employee
stock
option
grants
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
areF-15


2014
Expected
term
(years)

6.25
Expected
volatility

48.6%Risk-free
interest
rate

1.8%Dividend
yield

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)granted
at-the-money.
Where
options
were
not
granted
at-the-money,
the
expected
term
of
employee
stock
options
represents
the
weighted-average
period
that
thestock
options
are
expected
to
remain
outstanding
and
is
calculated
based
upon
actual
historical
exercise
and
post-vesting
cancellations,
adjusted
for
expected
futureexercise
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
forfeitures.
We
early
adopted
the
provisions
of
ASU
2016-09
on
January
1,
2016
and
elected
to
change
our
accounting
policy
toaccount
for
forfeitures
when
they
occur
on
a
modified
retrospective
basis.
Prior
to
January
1,
2016,
ASC
718
required
forfeitures
to
be
estimated
at
the
time
ofgrant
and
revised,
if
necessary,
in
subsequent
periods
if
actual
forfeitures
differ
from
those
estimates.
Forfeitures
were
estimated
based
on
our
historical
experienceand
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
consolidatedF-16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)financial
statements,
we
are
required
to
estimate
our
income
taxes
in
each
of
the
jurisdictions
in
which
we
operate.
We
also
assess
temporary
differences
resultingfrom
differing
treatment
of
items,
such
as
deferred
revenue,
for
tax
and
accounting
differences.
We
record
a
valuation
allowance
to
reduce
the
deferred
tax
assets
tothe
amount
of
future
tax
benefit
that
is
more
likely
than
not
to
be
realized.







ASC
740
prescribes
a
recognition
threshold
and
measurement
methodology
to
recognize
and
measure
an
income
tax
position
taken,
or
expected
to
be
taken,
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").







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,
2016,
2015
and
2014,
we
made
distributions
of
$286,
$500and
$623,
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,
2016,
2015
and
2014,
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.
CCGF-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)Detroit
had
generated
losses,
which
reduced
the
non-controlling
owners
capital
account
to
zero
in
2009
resulting
in
an
allocation
to
the
controlling
interest
holderall
operating
losses
and
deficits
created
by
the
annual
fixed
distributions
to
the
non-controlling
interest
holder.
The
fixed
distributions
were
terminated
duringSeptember
2013
concurrent
with
the
termination
of
CCG
Detroit's
agreement
with
Detroit
Metropolitan
Wayne
County
Airport.Net
loss
per
share
attributable
to
common
stockholders







Basic
net
loss
per
share
attributable
to
common
stockholders
is
calculated
by
dividing
loss
attributable
to
common
stockholders
by
the
weighted
averagenumber
of
shares
of
common
stock
outstanding
during
the
period.
Diluted
net
loss
per
share
attributable
to
common
stockholders
adjusts
the
basic
weightedaverage
number
of
shares
of
common
stock
outstanding
for
the
potential
dilution
that
could
occur
if
stock
options
and
RSUs
were
exercised
or
converted
intocommon
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,
smartphones,
tablets
and
other
wireless-enabled
consumer
devices.
This
single
segment
is
consistent
with
the
internalorganization
structure
and
the
manner
in
which
operations
are
reviewed
and
managed
by
our
Chief
Executive
Officer,
the
chief
operating
decision
maker.







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







The
following
is
a
summary
of
our
revenue
by
primary
revenue
source:F-18


Year
Ended
December
31,



2016
2015
2014
Revenue:









DAS
$58,182
$46,455
$38,259
Military

39,975

19,898

4,486
Retail

26,636

31,763

40,336
Wholesale—Wi-Fi

22,221

21,923

15,209
Advertising
and
other

12,330

19,587

21,007
Total
revenue
$159,344
$139,626
$119,297
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)Recent
accounting
pronouncements







In
January
2017,
the
FASB
issued
ASU
2017-04,
Intangibles-Goodwill and Other (Topic 350), which
simplifies
how
an
entity
is
required
to
test
goodwill
forimpairment.
An
entity
will
no
longer
perform
a
hypothetical
purchase
price
allocation
to
measure
goodwill
impairment.
Instead,
impairment
will
be
measuredusing
the
difference
between
the
carrying
amount
and
the
fair
value
of
the
reporting
unit.
The
standard
is
effective
for
interim
and
annual
periods
beginning
afterDecember
15,
2019
with
early
adoption
permitted
for
goodwill
impairment
tests
with
measurement
dates
after
January
1,
2017.
We
do
not
expect
that
this
standardwill
have
a
material
impact
on
our
consolidated
financial
statements.







In
January
2017,
the
FASB
issued
ASU
2017-01,
Clarifying the Definition of a Business ,
which
provides
a
new
framework
for
determining
whethertransactions
should
be
accounted
for
as
acquisitions
(or
disposals)
of
assets
or
businesses.
The
standard
is
effective
for
interim
and
annual
periods
beginning
afterDecember
15,
2017
with
early
adoption
permitted.
We
do
not
expect
that
this
standard
will
have
a
material
impact
on
our
consolidated
financial
statements.







In
August
2016,
the
FASB
issued
ASU
2016-15,
Statement of Cash Flows (Topic 230) ,
which
adds
or
clarifies
guidance
to
reduce
diversity
in
how
certaintransactions
are
classified
in
the
statement
of
cash
flows.
The
standard
is
effective
for
interim
and
annual
periods
beginning
after
December
15,
2017
with
earlyadoption
permitted.
The
standard
requires
application
using
a
retrospective
transition
method.
We
do
not
expect
that
this
standard
will
have
a
material
impact
onour
consolidated
financial
statements.







In
February
2016,
the
FASB
issued
ASU
2016-02,
Leases (Topic 842) ,
which
requires
lessees
to
recognize
assets
and
liabilities
for
all
leases
with
lease
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
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
updates
and
proposals
to
clarifyguidance
to
be
applied.
In
August
2015,
the
FASB
issued
ASU
2015-14,
Revenue From Contracts with Customers (Topic (606): Deferral of the Effective Date ,
todefer
the
effective
date
of
the
new
revenue
standard
by
one
year.
In
March
2016,
the
FASB
issued
ASU
2016-08,
Revenue from Contracts with Customers (Topic606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which
amends
the
principal
versus
agent
guidance
in
the
new
revenuestandard.
ASU
2016-08
clarifies
that
the
analysis
must
focus
on
whether
the
entity
has
control
of
the
goods
or
services
before
they
are
transferred
to
the
customer.In
April
2016,
the
FASB
issued
ASU
2016-10,
Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing ,
whichamends
the
revenue
guidance
on
identifying
performance
obligations
and
accounting
for
licenses
of
intellectual
property.
In
May
2016,
the
FASB
issued
ASU2016-12,
Revenue from Contracts withF-19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)Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients ,
which
amends
certain
aspects
of
Topic
606.
In
December
2016,
the
FASB
issuedASU
2016-20,
Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers ,
which
provides
disclosure
relief
and
clarifies
thescope
and
application
of
the
new
revenue
standard
and
related
cost
guidance.
The
standard,
as
amended,
will
be
effective
for
annual
and
interim
periods
in
fiscalyears
beginning
after
December
15,
2017.
The
FASB
also
agreed
to
allow
entities
to
choose
to
adopt
the
new
standard
as
of
the
original
effective
date.
An
entitymay
choose
to
adopt
the
new
standard
either
retrospectively
or
through
a
cumulative
effect
adjustment
as
of
the
start
of
the
first
period
for
which
it
applies
the
newstandard.
We
have
selected
January
1,
2018
as
our
effective
date
but
we
have
not
yet
selected
a
transition
method.
We
are
currently
evaluating
the
adoptionapproach.
Our
final
determination
will
depend
on
a
number
of
factors,
such
as
the
significance
of
the
impact
of
the
new
standard
on
our
financial
results,
our
abilityto
accumulate
and
analyze
the
information
necessary
to
assess
the
impact
on
prior
period
financial
statements
and
our
ability
to
maintain
two
sets
of
financialsunder
current
and
new
standards
if
we
were
to
adopt
the
full
retrospective
approach.
We
are
in
the
initial
stages
of
our
evaluation
of
the
impact
of
the
new
standardon
our
accounting
policies,
processes,
and
system
requirements.
We
have
assigned
internal
resources
in
addition
to
the
engagement
of
third
party
service
providersto
assist
in
the
evaluation.
While
we
continue
to
assess
all
potential
impacts
under
the
new
standard,
there
is
the
potential
for
significant
impacts
to
the
timing
ofrecognition
of
revenue.3.
Cash
and
cash
equivalents







Cash
and
cash
equivalents
consisted
of
the
following:







For
the
years
ended
December
31,
2016,
2015
and
2014,
interest
income
was
$8,
$66
and
$114,
respectively,
which
is
included
in
interest
and
other
expense,net
in
the
accompanying
consolidated
statements
of
operations.F-20


December
31,



2016
2015
Cash
and
cash
equivalents:






Cash
$17,246
$12,488
Money
market
accounts

2,239

2,230
Total
cash
and
cash
equivalents
$19,485
$14,718
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)4.
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.







Included
in
accounts
receivables,
net
for
the
periods
indicated
was
the
allowance
for
doubtful
accounts,
which
consisted
of
the
following:F-21


December
31,



2016
2015
Trade
receivables,
net
of
allowances
$39,404
$41,736
Unbilled
access
fees

21

1,654
Unbilled
platform
service
arrangements

3,553

162
Accounts
receivable,
net
$42,978
$43,552
Unbilled
access
fees
$867
$360
Unbilled
platform
service
arrangements

694

3,472
Non-current
other
receivables
$1,561
$3,832



Allowance
for
Doubtful
Accounts
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
Additions
charged
to
operations

116
Deductions
from
reserves,
net

(279)Balance,
December
31,
2016
$442
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)5.
Accrued
expenses
and
other
liabilities







Accrued
expenses
and
other
liabilities
consisted
of
the
following:6.
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,
2016
and
2015
was
equipment
acquired
under
capital
leases
totaling
$8,780
and
$5,080,
respectively,and
related
accumulated
depreciation
and
amortization
of
$2,352
and
$932,
respectively.F-22


December
31,



2016
2015
Accrued
construction
in
progress
$6,753
$21,696
Revenue
share

5,611

4,560
Accrued
customer
liabilities

4,651

1,603
Salaries
and
wages

3,001

3,074
Accrued
taxes

1,761

916
Accrued
partner
network

1,022

969
Accrued
professional
fees

1,183

651
Deferred
rent

354

22
Other

3,387

2,686
Total
accrued
expenses
and
other
liabilities
$27,723
$36,177



December
31,



2016
2015
Leasehold
improvements
$358,477
$243,743
Software

33,349

24,349
Construction
in
progress

18,859

57,692
Computer
equipment

10,878

10,366
Furniture,
fixtures
and
office
equipment

1,760

1,738
Total
property
and
equipment

423,323

337,888
Less:
accumulated
depreciation
and
amortization

(172,558)
(123,388)Total
property
and
equipment,
net
$250,765
$214,500
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)6.
Property
and
equipment
(Continued)







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







During
the
years
ended
December
31,
2016
and
2015,
the
company
recognized
$54
and
$215,
respectively,
of
impairment
losses
primarily
related
to
build-outprojects
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.7.
Intangible
assets







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







In
November
2016,
we
acquired
a
caching
technology
intangible
asset
for
$1,250
which
was
valued
at
the
date
of
acquisition
based
on
Level
3
inputs.
$1,150of
the
purchase
price
was
paid
in
JanuaryF-23


For
the
Years
Ended
December
31,



2016
2015
2014
Network
access
$27,013
$22,666
$18,074
Network
operations

13,966

9,058

5,662
Development
and
technology

7,207

5,441

3,381
General
and
administrative

1,016

1,128

329
Total
depreciation
and
amortization
of
property
and
equipment
$49,202
$38,293
$27,446



Intangible
Assets
Balance,
December
31,
2014
$19,676
Amortization
expense

(3,594)Impairment
loss

(27)Balance,
December
31,
2015

16,055
Additions

1,210
Amortization
expense

(3,470)Impairment
loss

(12)Balance,
December
31,
2016
$13,783
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)7.
Intangible
assets
(Continued)2017.
The
identifiable
intangible
asset
was
valued
at
fair
value
at
$1,210
using
the
cost
savings
and
replacement
cost
methods
using
a
discount
rate
of
20%.
Theremaining
purchase
price
was
expensed
as
it
related
to
the
settlement
of
a
pre-existing
contractual
relationship.
The
caching
technology
has
an
estimated
useful
lifeof
4
years.







During
2016
and
2014,
we
recorded
impairment
losses
for
certain
patent
applications
that
we
abandoned.
During
2015,
we
recorded
impairment
losses
for
thetermination
of
a
contract
and
certain
patent
applications
that
we
abandoned.







Intangible
assets
at
December
31,
2016
consist
of
the
following:







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







The
decrease
in
our
intangible
assets
cost
and
accumulated
amortization
balances
from
2015
to
2016
related
to
the
write-off
of
intangible
assets
that
wereimpaired
as
well
as
intangible
assets
that
have
expired.F-24


Historical
Cost
Accumulated
Amortization
Net
Venue
contracts
$23,601
$(13,276)$10,325
Non-compete
agreements

3,590

(2,274)
1,316
Technology

3,520

(1,742)
1,778
Advertiser
relationships

70

(62)
8
Patents,
trademarks
and
other

1,034

(678)
356

$31,815
$(18,032)$13,783



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
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)7.
Intangible
assets
(Continued)







Amortization
expense
for
fiscal
years
2017
through
2021
and
thereafter
is
as
follows:8.
Fair
value
measurement







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

9.
Stockholders'
equity







At
December
31,
2016
and
2015,
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"),
asamended.
Refer
to
Note
14
for
a
discussion
of
the
2011
Plan
amendments.F-25Year
Amortization
Expense
2017
$3,517
2018

2,674
2019

1,937
2020

1,832
2021

1,455
Thereafter

2,368

$13,783
At
December
31,
2016
Level
1
Level
2
Level
3
Total
Assets:












Money
market
accounts
$2,239
$—
$—
$2,239
Total
assets
$2,239
$—
$—
$2,239
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
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)9.
Stockholders'
equity
(Continued)







The
amount
of
such
shares
of
common
stock
reserved
for
these
purposes
is
as
follows:10.
Credit
Facility







We
have
entered
into
a
Credit
Agreement
(the
"Credit
Agreement")
and
related
agreements,
as
amended,
with
Bank
of
America,
N.A.
acting
as
agent
forlenders
named
therein,
including
Bank
of
America,
N.A.,
Silicon
Valley
Bank,
and
Citizens
Bank,
N.A.
(the
"Lenders"),
for
a
secured
credit
facility
in
the
form
ofa
revolving
line
of
credit
of
up
to
$69,750,
which
was
increased
from
$46,500
in
February
2016,
with
an
option
to
increase
the
available
amount
to
$86,500
uponthe
satisfaction
of
certain
conditions
(the
"Revolving
Line
of
Credit")
and
a
term
loan
of
$3,500
(the
"Term
Loan"
and
together
with
the
Revolving
Line
of
Credit,the
"Credit
Facility").
We
may
use
borrowings
under
the
credit
facility
for
general
working
capital
and
corporate
purposes.
In
general,
amounts
borrowed
under
theCredit
Facility
are
secured
by
a
lien
against
all
of
our
assets,
with
certain
exclusions.







As
of
December
31,
2016
and
2015,
$15,000
and
$15,000,
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,
2016
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,
2016
and
2015,
$1,969
and
$2,625,
respectively,
was
outstanding
under
the
Term
Loan.
The
Term
Loan
requiresquarterly
payments
of
interest
and
principal,
amortizing
fully
over
the
four-year-term
such
that
it
is
repaid
in
full
on
the
maturity
date
of
November
21,
2018,
butmay
be
prepaid
in
whole
or
part
at
any
time.
Repayment
of
amounts
borrowed
under
the
Credit
Facility
may
be
accelerated
in
the
event
that
we
are
in
violation
ofthe
representations,
warranties
and
covenants
made
in
the
Credit
Agreement,
including
certain
financial
covenants
set
forth
therein,
and
under
other
specifieddefault
events
including,
but
not
limited
to,
non-payment
or
inability
to
pay
debt,
breach
of
cross
default
provisions,
insolvency
provisions,
and
change
of
control.F-26


December
31,
2016
December
31,
2015



(in
thousands)

Outstanding
stock
options
under
the
2001
Plan

1,090

1,220
Outstanding
stock
options
under
the
2011
Plan

1,994

2,528
Outstanding
RSUs
under
the
2011
Plan

3,825

1,819
Shares
available
for
grant
under
the
2011
Plan

2,576

3,682
Total

9,485

9,249
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)10.
Credit
Facility
(Continued)







Principal
payments
due
under
our
Term
Loan
for
fiscal
years
2017
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
31,2016.







The
Company
incurred
$124
of
additional
debt
issuance
costs
in
February
2016
and
$62
of
additional
debt
issuance
costs
in
August
2015.
Debt
issuance
costsare
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
otherexpense
in
the
accompanying
consolidated
statements
of
operations
for
the
years
ended
December
31,
2016
and
2015.
Amortization
and
interest
expensecapitalized
amounted
to
$823
for
the
year
ended
December
31,
2016.
Amortization
and
interest
expense
recorded
amounted
to
$309
for
the
year
endedDecember
31,
2016.
Amortization
and
interest
expense
capitalized
amounted
to
$648
for
the
year
ended
December
31,
2015.
Amortization
and
interest
expenserecorded
amounted
to
$34
for
the
year
ended
December
31,
2014.
Interest
rates
for
our
Credit
Facility
for
the
year
ended
December
31,
2016
ranged
from
3.0%
to3.6%,
and
the
interest
rate
was
3.3%
at
December
31,
2016.







Amortization
expense
for
our
debt
issuance
costs
for
fiscal
years
2017
through
2018
is
as
follows:







As
of
December
31,
2016
and
2015,
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.F-27Year
Principal
Payments
2017
$1,094
2018

875

$1,969
Year
Amortization
Expense
2017
$241
2018

216

$457
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)11.
Income
taxes







The
income
tax
expense
(benefit)
by
jurisdiction
consists
of
the
following
for
the
years
ended
December
31:







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
$1,660
deferred
tax
asset
with
a
correspondingvaluation
allowance
as
of
December
31,
2016.
We
also
have
a
majority
owned
foreign
subsidiary
in
Brazil,
which
has
generated
losses
since
inception
resulting
ina
$466
deferred
tax
asset
with
a
corresponding
valuation
allowance
as
of
December
31,
2016.
Foreign
loss
before
income
taxes
was
$856,
$1,381,
and
$1,251
for2016,
2015,
and
2014,
respectively.F-28


2016
2015
2014
U.S.
federal:









Current
$55
$27
$6
Deferred

345

319

328
Total
U.S.
federal
$400
$346
$334
U.S.
state
and
local:









Current
$69
$134
$226
Deferred

(42)
1

140
Total
U.S.
state
and
local
$27
$135
$366



2016
2015
2014
Federal
statutory
rate

34.0%
34.0%
34.0%State
and
local

2.2

4.1

4.6
Foreign
rate
differential

(0.4)
(0.5)
(0.7)Stock
options

(1.5)
(1.5)
(0.5)Excess
tax
benefits
from
stock-based
compensation

2.8

—

—
Non-controlling
interests

0.6

0.5

1.9
Valuation
allowance

(38.9)
(39.0)
(45.1)Uncertain
tax
positions

(0.2)
(0.1)
(0.1)Return
to
provision

—

—

0.6
Other

(0.2)
0.3

1.4
Income
taxes

(1.6)%
(2.2)%
(3.9)%Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)11.
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:







As
noted
above,
we
adopted
ASU
2016-09
as
of
January
1,
2016.
As
a
result
of
the
adoption
of
ASU
2016-09,
excess
windfall
tax
benefits
and
taxdeficiencies
related
to
our
stock
option
exercises
and
RSU
vestings
are
recognized
as
an
income
tax
benefit
or
expense
in
our
consolidated
statements
of
operationsin
the
period
they
are
deducted
on
the
income
tax
return.
Prior
to
January
1,
2016,
excess
windfall
tax
benefits
were
not
included
as
components
of
gross
deferredtax
assets
and
corresponding
valuation
allowance
disclosures,
as
tax
attributes
related
to
those
windfall
tax
benefits
were
not
recognized
until
they
resulted
in
areduction
of
taxes
payable.







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,
2016
and
2015,
we
had
federal
net
operating
loss
carryforwards
of
approximately
$55,780
and
$55,278,
respectively,
state
netoperating
loss
carryforwards
of
approximately
$56,006
and
$68,614,
respectively,
and
foreign
net
operating
loss
carryforwards
of
$9,672
and
$9,042,
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
2017.
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-29


2016
2015
Deferred
tax
assets:






Net
operating
loss
carryforwards
$23,669
$16,895
Outside
basis
differences
for
U.S.
partnerships

16,121

6,190
Stock
options

5,307

3,882
Deferred
revenue

526

376
Deferred
compensation

199

301
State
taxes

49

67
Other

1,622

1,312
Valuation
allowance

(36,331)
(19,548)Net
deferred
tax
assets

11,162

9,475
Deferred
tax
liabilities:






Intangible
assets

(5,658)
(6,268)Property
and
equipment

(8,712)
(6,172)Net
deferred
tax
liabilities

(14,370)
(12,440)Net
deferred
taxes
$(3,208)$(2,965)Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)11.
Income
taxes
(Continued)







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







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.







We
recognized
interest
and
penalties
related
to
income
tax
matters
in
income
taxes.
Interest
and
penalties
were
not
material
during
the
years
endedDecember
31,
2016,
2015,
and
2014.







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
our
estimates
andjudgments
were
reasonable,
actual
results
may
differ
from
these
estimates.
Some
or
all
of
these
judgments
are
subject
to
review
by
the
taxing
authorities.
As
ofDecember
31,
2016
and
2015,
we
had
$380
and
$363
in
uncertain
tax
positions,
respectively,
$84
of
which
is
a
reduction
to
deferred
tax
assets,
which
is
presentednet
of
uncertain
tax
positions,
in
the
accompanying
consolidated
balance
sheets.
We
accrue
interest
and
penalties
related
to
unrecognized
tax
benefits
as
acomponent
of
income
taxes.
As
of
December
31,
2016
and
2015,
we
have
accrued
$67
and
$50,
respectively
for
related
interest,
net
of
federal
income
tax
benefits,and
penalties
recorded
in
income
tax
expense
on
our
consolidated
statements
of
operations.
The
amount
of
unrecognized
tax
benefits
that,
if
recognized,
wouldaffect
the
effective
tax
rate
at
December
31,
2016
was
$229.F-30


Valuation
Allowance
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
Additions
charged
to
operations

16,783
Decrease
credited
to
operations

—
Balance,
December
31,
2016
$36,331
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)11.
Income
taxes
(Continued)







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
2013
and
forward
are
subject
to
examination
by
the
IRS
and
our
tax
years
2012
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.12.
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
20
years.
The
agreements
generally
contain
renewal
clausesand
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
leases
for
theyears
ended
December
31,
2016,
2015
and
2014
was
$27,140
$25,099
and
$29,434,
respectively.







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,
2016,2015
and
2014
was
$158,
$58
and
$33,
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,
2016,
2015
and
2014
was
$2,993,
$2,995
and
$1,621,
respectively.
Included
in
rent
expense
forthe
years
ended
December
31,
2015
and
2014
was
sublease
income
of
$13
and
$27,
respectively.F-31


Uncertain
Tax
Positions
Balance,
December
31,
2014
$392
Additions
for
current
period
tax
positions

—
Effective
settlement
during
the
current
period

(79)Balance,
December
31,
2015
and
2016
$313
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)12.
Commitments
and
contingencies
(Continued)







Future
minimum
lease
obligations
under
non-cancellable
operating
and
capital
leases
at
December
31,
2016
are
as
follows:







As
of
December
31,
2016
and
2015,
the
carrying
amount
reflected
in
the
accompanying
consolidated
balance
sheets
for
the
current
portion
of
capital
leases
of$2,870
and
$1,610,
respectively,
and
long-term
portion
of
capital
leases
of
$2,951
and
$2,217,
respectively,
approximates
fair
value
(Level
2)
based
on
the
lack
ofsignificant
change
in
our
credit
risk.Notes
payable







We
purchase
data
communication
equipment
under
financing
arrangements
with
a
non-related
third
party.
Our
agreements
are
collateralized
by
the
equipmentand
generally
contain
three
year
terms.
Interest
rates
for
outstanding
notes
payable
range
from
2.0%
to
4.8%.







Future
payments
at
December
31,
2016
are
as
follows:







As
of
December
31,
2016
and
2015,
the
carrying
amount
reflected
in
the
accompanying
consolidated
balance
sheets
for
the
current
portion
of
notes
payable
of$1,123
and
$151,
respectively,
and
long-term
portion
of
notes
payable
of
$1,661
and
$119,
respectively,
approximates
fair
value
(Level
2)
based
on
the
lack
ofsignificant
change
in
our
credit
risk.F-32Years
ended
December
31,
Capital
Leases
Operating
Leases
and
Venue
Guarantees
2017
$3,035
$10,784
2018

2,105

10,112
2019

924

7,684
2020

—

7,306
2021

—

7,178
Thereafter

—

23,382
Minimum
lease
payments

6,064
$66,446
Less:
Amounts
representing
interest
ranging
from
3.1%
to
7.7%

(243)


Minimum
lease
payments
$5,821



Current
portion
$2,870



Non-current
portion
$2,951



Year
Notes
Payable
2017
$1,123
2018

1,109
2019

552

$2,784
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)12.
Commitments
and
contingencies
(Continued)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,
2016,
we
have
Letters
of
Credit
totaling
$3,840
that
are
scheduled
to
expire
or
renew
over
the
next
one
year
period.
There
have
been
no
drafts
drawnunder
these
Letters
of
Credit
as
of
December
31,
2016.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.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,
2016
and
2015,
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,
2016,
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.F-33Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)12.
Commitments
and
contingencies
(Continued)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,
2016,
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.13.
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
years
ended
December
31,
2016,
2015,
and
2014.
As
of
December
31,
2016,
theremaining
approved
amount
for
repurchases
was
approximately
$5,180.14.
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,
2016,
12,004,534shares
of
common
stock
were
reserved
for
issuance.
As
of
December
31,
2016,
options
to
purchase
5,229,486
shares
of
common
stock
and
7,096,225
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,
2016,
options
to
purchase
1,089,702
shares
of
common
stock
were
outstandingunder
the
2001
Plan.F-34Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)14.
Stock
incentive
plans
(Continued)







The
following
table
summarizes
our
stock-based
compensation
expense
included
in
the
consolidated
statements
of
operations
for
2016,
2015
and
2014:







For
the
year
ended
December
31,
2016
and
2015,
we
capitalized
$727
and
$778,
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
service
and
the
remaining75%
vesting
monthly
thereafter.
These
awards
are
valued
as
of
the
measurement
date
and
the
stock-based
compensation
expense,
net
of
forfeitures,
is
recognizedon
a
straight-line
basis
over
the
requisite
service
period.
A
summary
of
the
activity
for
stock
option
awards
for
2016
is
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,
2016
and
theoption
exercise
price,
multiplied
by
the
number
of
in-the-money
options
at
December
31,
2016.
The
intrinsic
value
changes
are
based
on
the
estimated
fair
value
ofour
common
stock.







Stock
options
to
purchase
approximately
532,000,
440,000
and
458,000
shares
of
our
common
stock
were
exercised
during
the
years
ended
December
31,2016,
2015
and
2014
for
cash
proceeds
of
$2,984,
$1,373
and
$1,158,
respectively.
The
total
intrinsic
value
of
stock
options
exercised
for
the
years
endedDecember
31,
2016,
2015
and
2014
was
$1,675,
$2,214
and
$2,027,
respectively.F-35


Years
ended
December
31,



2016
2015
2014
Network
operations
$2,144
$1,504
$1,356
Development
and
technology

1,070

731

600
Selling
and
marketing

1,842

3,411

2,017
General
and
administrative

7,749

3,752

3,191
Total
stock-based
compensation
expense
$12,805
$9,398
$7,164



Number
of
Options
(000's)
Weighted
Average
Exercise
Price
Weighted-
Average
Remaining
Contract
Life
(years)
Aggregate
Intrinsic
Value
Outstanding
at
December
31,
2015

3,748
$6.89

5.0
$6,611
Exercised

(532)$5.61






Canceled/forfeited

(132)$8.79






Outstanding
at
December
31,
2016

3,084
$7.04

3.8
$17,145
Exercisable
at
December
31,
2016

2,971
$7.07

3.6
$16,468
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)14.
Stock
incentive
plans
(Continued)







The
weighted
average
grant
date
fair
value
of
options
granted
for
the
year
ended
December
31,
2014
was
$2.92.







At
December
31,
2016,
the
total
remaining
stock-based
compensation
expense
for
unvested
stock
option
awards
is
$323,
which
is
expected
to
be
recognizedover
a
weighted
average
period
of
0.8
years.Restricted
stock
unit
awards







We
grant
time-based
restricted
stock
units
("RSUs")
to
executive
and
non-executive
personnel
and
non-employee
directors.
The
time-based
RSUs
granted
toexecutive
and
non-executive
personnel
generally
vest
over
a
three-year
period
subject
to
continuous
service
on
each
vesting
date.
The
time-based
RSUs
for
ournon-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.







We
grant
performance-based
RSUs
to
executive
personnel.
These
awards
vest
subject
to
certain
performance
objectives
based
on
the
Company's
revenuegrowth
and,
for
awards
granted
during
the
year
ended
December
31,
2016,
EBITDA
growth
achieved
during
the
specified
performance
period
and
certain
long-term
service
conditions.
The
maximum
number
of
RSUs
that
may
vest
is
determined
based
on
actual
Company
achievement
and
performance-based
RSUsgenerally
vest
over
a
three-year
period
subject
to
continuous
service
on
each
vesting
date.
We
recognize
stock-based
compensation
expense
for
performance-basedRSUs
when
we
believe
that
it
is
probable
that
the
performance
objectives
will
be
met.







In
2016,
our
Compensation
Committee
determined
to
adjust
its
practice
of
making
annual
long-term
equity
grants
and
instead
adopted
a
compensation
cyclewhereby
it
granted
equity
awards
to
our
Chief
Executive
Officer
and
Chief
Financial
Officer
covering
the
number
of
shares
it
might
otherwise
have
granted
in2016
through
2018,
with
"cliff"
vesting
dates
in
2019.
These
grants
were
made
to
focus
our
Chief
Executive
Officer
and
Chief
Financial
Officer
on
the
Company'soverall
long-term
corporate
and
strategic
goals,
eliminate
intervening
quarterly
vesting
dates
that
force
them
to
sell
shares
in
the
market
to
cover
taxes
triggeredupon
vesting,
and
strengthen
the
Company's
ability
to
retain
our
senior
management
team
over
the
next
three
years.
As
a
result
of
these
larger-than-usual
RSUgrants,
the
Compensation
Committee
does
not
intend
to
grant
additional
equity
awards
to
our
Chief
Executive
Officer
and
Chief
Financial
Officer
until
2019.







A
summary
of
the
RSU
activity
in
2016
is
as
follows:F-36


Number
of
Shares
(000's)
Weighted
Average
Grant
Date
Fair
Value
Non-vested
at
December
31,
2015

1,819
$6.39
Granted

3,200
$6.42
Vested

(1,054)$6.85
Canceled/forfeited

(140)$7.07
Non-vested
at
December
31,
2016

3,825
$6.55
Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)14.
Stock
incentive
plans
(Continued)







During
the
year
ended
December
31,
2016,
1,054,024
shares
of
RSUs
vested.
The
Company
issued
704,787
shares
and
the
remaining
shares
were
withheld
topay
minimum
statutory
federal,
state,
and
local
employment
payroll
taxes
on
those
vested
awards.







At
December
31,
2016,
the
total
remaining
stock-based
compensation
expense
for
unvested
RSU
awards
is
$17,831,
which
is
expected
to
be
recognized
overa
weighted
average
period
of
2.0
years.15.
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
contribute
a
portion
of
their
annual
compensation
on
a
pre-tax
basis.
Prior
to
January
1,
2016,
theCompany's
matching
contributions
to
the
plan
were
made
at
the
discretion
of
the
board
of
directors
and
vesting
in
the
Company's
matching
contributions
werebased
on
four
years
of
continuous
credited
service.
Effective
January
1,
2016,
the
plan
was
amended
to
provide
for
company
matching
contributions
that
are
paideach
pay
period
and
employees
are
immediately
vested
in
all
of
the
Company's
matching
contributions
regardless
of
the
employee's
length
of
service
with
theCompany.
Employer
contributions
of
$819,
$511
and
$393
were
made
to
the
plan
by
us
in
2016,
2015
and
2014,
respectively.16.
Net
loss
per
share
attributable
to
common
stockholders







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







For
the
years
ended
December
31,
2016,
2015
and
2014,
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.F-37


Years
ended
December
31,



2016
2015
2014



(in
thousands)

Numerator:









Net
loss
attributable
to
common
stockholders,
basic
and
diluted
$(27,331)$(22,292)$(19,521)Denominator:









Weighted
average
number
of
common
stock,
basic
and
diluted

38,025

36,849

35,753
Net
loss
per
share
attributable
to
common
stockholders:









Basic
and
diluted
$(0.72)$(0.60)$(0.55)Table
of
ContentsBoingo
Wireless,
Inc.Notes
to
the
Consolidated
Financial
Statements
(Continued)(In
thousands,
except
shares
and
per
share
amounts)17.
Quarterly
financial
data
(unaudited)







Summarized
unaudited
quarterly
financial
data
for
fiscal
years
2016
and
2015
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.18.
Subsequent
eventsEquity
Incentive
Plan







In
February
2017,
we
granted
approximately
88,000
time-based
RSUs
to
certain
executive
officers
that
vest
quarterly
over
three
years
of
continuous
serviceand
approximately
88,000
performance-based
RSUs
(assuming
at-target
achievement)
that
vest
upon
achievement
of
performance
objectives
throughDecember
31,
2018.
66
2
/
3
%
of
the
performance-based
RSUs
will
vest
on
a
determination
date
not
to
exceed
March
15,
2019,
another
8
1
/
3
%
will
vest
onMay
1,
2019,
and
an
additional
8
1
/
3
%
will
vest
quarterly
thereafter
upon
completion
of
continuous
service.







We
also
granted
approximately
304,000
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-38


Quarter
Ended
2016
March
31
June
30
September
30
December
31
Revenue
$34,499
$39,075
$40,796
$44,974
Loss
from
operations
$(9,667)$(6,969)$(5,387)$(4,074)Net
loss
attributable
to
common
stockholders
$(9,984)$(7,266)$(5,709)$(4,372)Basic
and
diluted
loss
per
share
$(0.27)$(0.19)$(0.15)$(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)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-39Description
Page
NumberReport
of
Independent
Registered
Public
Accounting
Firm
F-2Consolidated
Balance
Sheets
as
of
December
31,
2016
and
2015
F-3Consolidated
Statements
of
Operations
for
the
Years
Ended
December
31,
2016,
2015
and
2014
F-4Consolidated
Statements
of
Comprehensive
Income
(Loss)
for
the
Years
Ended
December
31,
2016,
2015
and
2014
F-5Consolidated
Statements
of
Stockholder's
Equity
for
the
Years
Ended
December
31,
2016,
2015
and
2014
F-6Consolidated
Statements
of
Cash
Flows
for
the
Years
Ended
December
31,
2016,
2015
and
2014
F-7Notes
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-40





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-41





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
03/17/2014
10.15


10.22
Letter
agreement
between
the
Registrant
and
Tom
Tracey,
datedSeptember
23,
2011.†
10-K
03/17/2014
10.16


10.23
Letter
agreement
between
the
Registrant
and
Derek
Peterson,
datedJanuary
30,
2013.†
10-K
03/17/2014
10.17


10.24
Credit
agreement
between
the
Registrant
and
Bank
of
America,
N.A.^
10-K
03/16/2015
10.24


10.25
First
Amendment
to
Credit
Agreement.
10-Q
08/10/2015
10.2


10.26
Form
of
Vesting
Extension
Agreement†
8-K
02/03/2016
99.1


10.27
Notice
of
Restricted
Stock
Unit
Award
and
Restricted
Stock
UnitAgreement
(2016
Performance
Stock
Units)
under
2011
Equity
IncentivePlan.†
8-K
02/03/2016
99.2

Table
of
ContentsF-42





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
02/25/2016
10.1


10.29
Cooperation
Agreement,
dated
June
1,
2016,
by
and
among
BoingoWireless,
Inc.,
each
of
Ides
Capital
Management
LP,
Ides
CapitalOpportunities
Fund,
LP,
Ides
Capital
Advisors
LLC,
Ides
CapitalPartners
LP,
Ides
Capital
GP
LLC,
Dianne
McKeever,
RobertLongnecker,
and
each
of
Legion
Partners,
L.P.
I,
Legion
Partners,
L.P.II,
Legion
Partners,
LLC,
Legion
Partners
Asset
Management,
LLC,Legion
Partners
Holdings,
LLC,
Christopher
S.
Kiper,
Bradley
S.
Viziand
Raymond
White.
8-K
06/01/2016
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.
Table
of
ContentsF-43#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
13th
day
of
March
2017.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-44
BOINGO
WIRELESS,
INC.
By:
/s/
DAVID
HAGAN
David
Hagan
Chief Executive Officer and Chairman of the Board/s/
DAVID
HAGAN
David
Hagan
Chairman
of
the
Board
and
Chief
ExecutiveOfficer
(Principal
Executive
Officer)
March
13,
2017/s/
PETER
HOVENIER
Peter
Hovenier
Chief
Financial
Officer
(Principal
FinancialOfficer)
March
13,
2017/s/
MAURY
AUSTIN
Maury
Austin
Director
March
13,
2017/s/
CHARLES
BOESENBERG
Charles
Boesenberg
Director
March
13,
2017/s/
DAVID
CUTRER
David
Cutrer
Director
March
13,
2017Table
of
ContentsF-45/s/
CHUCK
DAVIS
Chuck
Davis
Director
March
13,
2017/s/
MICHAEL
FINLEY
Michael
Finley
Director
March
13,
2017/s/
TERRELL
JONES
Terrell
Jones
Director
March
13,
2017/s/
KATHY
MISUNAS
Kathy
Misunas
Director
March
13,
2017/s/
LANCE
ROSENZWEIG
Lance
Rosenzweig
Director
March
13,
2017QuickLinks
--
Click
here
to
rapidly
navigate
through
this
documentExhibit
21.1
List
of
Subsidiaries
as
of
December
31,
2016
Name
of
Subsidiary
JurisdictionAdvanced
Wireless
Group,
LLC
FloridaBoingo
Broadband,
LLC.

CaliforniaBoingo
Holding
Participações,
Ltda.

BrazilBoingo
Limited
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
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,
2016
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,
No.
333-203474
and
No.
333-210108)
of
Boingo
Wireless,
Inc.
of
our
report
dated
March
13,
2017
relating
to
the
financial
statements
and
theeffectiveness
of
internal
control
over
financial
reporting,
which
appears
in
this
Form
10-K./s/
PricewaterhouseCoopers
LLP
Los
Angeles,
California
March
13,
2017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
13,
2017
/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
13,
2017
/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,
2016
(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
13,
2017
/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,
2016
(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
13,
2017
/s/
PETER
HOVENIER
Peter
Hovenier
Chief Financial Officer (Principal Financial and Accounting Officer)QuickLinks
Exhibit
32.2
Certification
of
Chief
Financial
Officer