10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2015

OR

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

For the transition period from                    to                    

Commission file number: 001-35155

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4856877
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
10960 Wilshire Blvd., 23rd Floor
Los Angeles, California	90024
(Address of principal executive offices)	(Zip Code)

(310) 586-5180

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer o	Accelerated filer x
Non-accelerated filer o	Smaller Reporting Company o
(Do not check if a smaller reporting company)

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

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

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statement of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to the Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	30
Item 4.	Controls and Procedures	30
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 6.	Exhibits	31
SIGNATURES		32

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

	September 30, 2015			December 31, 2014
Assets
Current assets:
Cash and cash equivalents	$	8,556		$	8,849
Marketable securities	—			1,614
Accounts receivable, net	50,335			27,917
Prepaid expenses and other current assets	4,189			3,916
Deferred tax assets	787			787
Total current assets	63,867			43,083
Property and equipment, net	192,909			111,772
Goodwill	42,403			42,403
Intangible assets, net	16,927			19,676
Other assets	4,913			2,468
Total assets	$	321,019		$	219,402
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	33,253		$	4,004
Accrued expenses and other liabilities	42,337			26,109
Deferred revenue	19,447			25,488
Current portion of long-term debt	16,094			875
Current portion of capital leases	1,453			309
Total current liabilities	112,584			56,785
Deferred revenue, net of current portion	82,473			27,267
Long-term debt	1,969			2,625
Long-term portion of capital leases	1,984			381
Deferred tax liabilities	3,717			3,432
Other liabilities	5,701			1,482
Total liabilities	208,428			91,972
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.0001 par value; 100,000 shares authorized; 37,140 and 36,267 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively	4			4
Additional paid-in capital	194,630			189,725
Accumulated deficit	(81,522		)	(62,884		)
Accumulated other comprehensive loss	(1,230		)	(443		)
Total common stockholders’ equity	111,882			126,402
Non-controlling interests	709			1,028
Total stockholders’ equity	112,591			127,430
Total liabilities and stockholders’ equity	$	321,019		$	219,402

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

3

Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Revenue	$	37,186		$	30,822		$	100,855		$	85,670
Costs and operating expenses:
Network access	17,517			15,058			47,151			41,230
Network operations	8,219			6,245			24,160			17,862
Development and technology	5,001			3,965			13,978			10,805
Selling and marketing	4,793			3,778			13,990			11,629
General and administrative	5,472			4,304			16,994			13,344
Amortization of intangible assets	943			959			2,709			2,812
Total costs and operating expenses	41,945			34,309			118,982			97,682
Loss from operations	(4,759		)	(3,487		)	(18,127		)	(12,012		)
Interest and other (expense) income, net	(49		)	11			(50		)	12
Loss before income taxes	(4,808		)	(3,476		)	(18,177		)	(12,000		)
Income tax expense	115			75			401			378
Net loss	(4,923		)	(3,551		)	(18,578		)	(12,378		)
Net (loss) income attributable to non-controlling interests	(104		)	264			60			619
Net loss attributable to common stockholders	$	(4,819	)	$	(3,815	)	$	(18,638	)	$	(12,997	)
Net loss per share attributable to common stockholders:
Basic	$	(0.13	)	$	(0.11	)	$	(0.51	)	$	(0.36	)
Diluted	$	(0.13	)	$	(0.11	)	$	(0.51	)	$	(0.36	)
Weighted average shares used in computing net loss per share attributable to common stockholders:
Basic	37,041			35,881			36,722			35,619
Diluted	37,041			35,881			36,722			35,619

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

4

Boingo Wireless, Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

(In thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Net loss	$	(4,923	)	$	(3,551	)	$	(18,578	)	$	(12,378	)
Other comprehensive loss, net of tax
Foreign currency translation adjustments	(371		)	(197		)	(666		)	(197		)
Comprehensive loss	(5,294		)	(3,748		)	(19,244		)	(12,575		)
Comprehensive (loss) income attributable to non-controlling interest	(28		)	281			181			636
Comprehensive loss attributable to common stockholders	$	(5,266	)	$	(4,029	)	$	(19,425	)	$	(13,211	)

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

5

Boingo Wireless, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(In thousands)

										Accumulated
	Common	Common		Additional						Other			Non-			Total
	Stock	Stock		Paid-in			Accumulated			Comprehensive			controlling			Stockholders’
	Shares	Amount		Capital			Deficit			Loss			Interests			Equity
Balance at December 31, 2014	36,267	$	4	$	189,725		$	(62,884	)	$	(443	)	$	1,028		$	127,430
Issuance of common stock under stock incentive plans	873	—		1,247			—			—			—			1,247
Shares withheld for taxes	—	—		(1,984		)	—			—			—			(1,984		)
Stock-based compensation expense	—	—		6,792			—			—			—			6,792
Purchase of non-controlling interests	—	—		(1,150		)	—			—			—			(1,150		)
Non-controlling interest distributions	—	—		—			—			—			(500		)	(500		)
Net (loss) income	—	—		—			(18,638		)	—			60			(18,578		)
Other comprehensive (loss) income	—	—		—			—			(787		)	121			(666		)
Balance at September 30, 2015	37,140	$	4	$	194,630		$	(81,522	)	$	(1,230	)	$	709		$	112,591

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

6

Boingo Wireless, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Nine Months Ended September 30,
	2015			2014
Cash flows from operating activities
Net loss	$	(18,578	)	$	(12,378	)
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities:
Depreciation and amortization of property and equipment	27,899			19,650
Amortization of intangible assets	2,709			2,812
Impairment loss	191			406
Stock-based compensation	6,190			5,210
Excess tax benefits from stock-based compensation	—			(60		)
Change in fair value of contingent consideration	(114		)	(358		)
Change in deferred income taxes	285			277
Changes in operating assets and liabilities:
Accounts receivable	(22,548		)	(7,609		)
Prepaid expenses and other assets	(2,810		)	(1,246		)
Accounts payable	2,422			1,234
Accrued expenses and other liabilities	5,039			(1,118		)
Deferred revenue	49,165			11,818
Net cash provided by operating activities	49,850			18,638
Cash flows from investing activities
Decrease in restricted cash	—			430
Purchases of marketable securities	—			(27,156		)
Proceeds from sales of marketable securities	1,614			42,857
Purchases of property and equipment	(63,429		)	(55,021		)
Payments for business acquisition	—			(147		)
Net cash used in investing activities	(61,815		)	(39,037		)
Cash flows from financing activities
Proceeds from credit facility	20,000			—
Principal payments on debt	(5,438		)	—
Excess tax benefits from stock-based compensation	—			60
Proceeds from exercise of stock options	1,247			860
Payments of capital leases and notes payable	(427		)	(544		)
Payment of other acquisition related consideration	(17		)	(1,255		)
Payments of withholding tax on net issuance of restricted stock units	(1,984		)	(1,413		)
Payments to non-controlling interests	(500		)	(623		)
Purchase of non-controlling interests	(1,150		)	—
Net cash provided by (used in) financing activities	11,731			(2,915		)
Effect of exchange rates on cash	(59		)	6
Net decrease in cash and cash equivalents	(293		)	(23,308		)
Cash and cash equivalents at beginning of period	8,849			27,338
Cash and cash equivalents at end of period	$	8,556		$	4,030
Supplemental disclosure of non-cash investing and financing activities
Property and equipment costs in accounts payable, accrued expenses and other liabilities	$	54,079		$	13,272
Acquisition of equipment under capital lease	$	3,099		$	361

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

7

Boingo Wireless, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(In thousands, except shares and per share amounts)

1. The business

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

2. Summary of significant accounting policies

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2015 and 2014 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014 contained in our annual report on Form 10-K filed with the SEC on March 16, 2015. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our results of operations for the three and nine months ended September 30, 2015 and 2014, our cash flows for the nine months ended September 30, 2015 and 2014, and our financial position as of September 30, 2015. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.

Principles of consolidation

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

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

Segment and geographical information

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

8

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenue:
Retail	$	7,754	$	10,144	$	24,608	$	30,865
DAS	13,142		10,429		34,863		27,656
Wholesale—Wi-Fi	5,454		4,709		15,096		11,477
Military	5,257		943		13,003		2,043
Advertising and other	5,579		4,597		13,285		13,629
Total revenue	$	37,186	$	30,822	$	100,855	$	85,670

Marketable securities

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

Marketable securities are reported at fair value with the related unrealized gains and losses reported as other comprehensive income (loss) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. No significant unrealized gains and losses have been reported during the periods presented. Factors considered by us in assessing whether an other-than-temporary impairment has occurred include the nature of the investment, whether the decline in fair value is attributable to specific adverse conditions affecting the investment, the financial condition of the investee, the severity and the duration of the impairment and whether we have the ability to hold the investment to maturity. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. Any realized gains or losses on the sale of investments are reflected as a component of interest and other (expense) income, net.

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

Revenue recognition

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

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

9

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

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

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

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

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

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

Foreign currency translation

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

10

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

Fair value of financial instruments

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

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

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

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

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

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

Recent accounting pronouncements

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

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

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

11

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

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

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

3. Cash and cash equivalents

Cash and cash equivalents consisted of the following:

	September 30, 2015		December 31, 2014
Cash and cash equivalents:
Cash	$	6,326	$	3,247
Money market accounts	2,230		5,602
Total cash and cash equivalents	$	8,556	$	8,849
Short-term marketable securities:
Marketable securities	$	—	$	1,614
Total short-term marketable securities	$	—	$	1,614

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

4. Property and equipment

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

	September 30, 2015			December 31, 2014
Leasehold improvements	$	194,344		$	152,627
Construction in progress	76,574			20,104
Computer equipment	11,285			7,909
Software	22,210			17,827
Furniture, fixtures and office equipment	1,771			297
Total property and equipment	306,184			198,764
Less: accumulated depreciation and amortization	(113,275		)	(86,992		)
Total property and equipment, net	$	192,909		$	111,772

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Network access	$	6,277	$	5,027	$	17,264	$	13,400
Network operations	2,087		1,370		5,916		3,739
Development and technology	1,377		852		3,887		2,331
General and administrative	292		86		832		180
Total depreciation and amortization of property and equipment	$	10,033	$	7,335	$	27,899	$	19,650

5. Fair value measurement

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

At September 30, 2015	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	2,230	$	—	$	—	$	2,230
Total assets	$	2,230	$	—	$	—	$	2,230

At December 31, 2014	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	5,602	$	—	$	—	$	5,602
Marketable securities	—		1,614		—		1,614
Total assets	$	5,602	$	1,614	$	—	$	7,216
Liabilities:
Contingent consideration	$	—	$	—	$	131	$	131
Total liabilities	$	—	$	—	$	131	$	131

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

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

Beginning balance, January 1, 2015	$	131
Change in fair value	(114		)
Payment of contingent consideration	(17		)
Balance, September 30, 2015	$	—

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6. Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

	September 30, 2015		December 31, 2014
Revenue share	$	4,320	$	5,683
Salaries and wages	3,284		2,389
Accrued for construction-in-progress	25,467		9,438
Accrued partner network	1,501		1,105
Settlement liabilities	338		1,850
Accrued professional fees	1,075		1,241
Accrued taxes	770		327
Deferred rent	20		18
Holdback liabilities	1,600		1,615
Contingent consideration	—		131
Other	3,962		2,312
Total accrued expenses and other liabilities	$	42,337	$	26,109

7. Income taxes

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

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

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

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

Beginning balance, January 1, 2015	$	392
Additions for current period tax positions	—
Effective settlement during the current period	(79		)
Balance, September 30, 2015	$	313

We are subject to taxation in the United States and in various states. Our tax years 2012 and forward are subject to examination by the IRS and our tax years 2010 and forward are subject to examination by material state jurisdictions. However, due to prior year loss carryovers, the IRS and state tax authorities may examine any tax years for which the carryovers are used to offset future taxable income.

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8. Credit Facility

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

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

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

Period	Principal Payments
October 1, 2015 — December 31, 2015	$	438
January 1, 2016 — December 31, 2016	875
January 1, 2017 — December 31, 2017	875
January 1, 2018 — December 31, 2018	875
	$	3,063

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

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

Period	Amortization Expense
October 1, 2015 — December 31, 2015	$	49
January 1, 2016 — December 31, 2016	197
January 1, 2017 — December 31, 2017	197
January 1, 2018 — December 31, 2018	175
	$	618

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

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

9. Commitments and contingencies

Letters of credit

We have entered into Letter of Credit Authorization agreements (collectively, “Letters of Credit”), which are issued under our Credit Agreement. The Letters of Credit are irrevocable and serve as performance guarantees that will allow our customers to draw upon the available funds if we are in default. As of September 30, 2015, we have Letters of Credit totaling $4,121 that are scheduled to expire or renew over the next year. There have been no drafts drawn under these Letters of Credit as of September 30, 2015.

Legal proceedings

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

Other matters

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

10. Stock incentive plans

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

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

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Network operations	$	336	$	344	$	1,095	$	983
Development and technology	319		118		546		378
Selling and marketing	600		396		1,769		1,132
General and administrative	1,001		984		2,780		2,717
Total stock-based compensation	$	2,256	$	1,842	$	6,190	$	5,210

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

Stock option awards

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

A summary of the stock option activity is as follows:

	Number of Options (000’s)		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2014	4,341		$	6.60	5.8	$	11,017
Exercised	(375	)	$	3.32
Canceled/forfeited	(135	)	$	9.82
Outstanding at September 30, 2015	3,831		$	6.80	5.2	$	10,928
Vested, exercisable and expected to vest at September 30, 2015	3,801		$	6.80	5.2	$	10,879
Exercisable at September 30, 2015	3,101		$	6.51	4.7	$	9,965

Restricted stock unit awards

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

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

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

	Number of Shares (000’s)		Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2014	1,385		$	6.09
Granted	1,423		$	7.57
Vested	(749	)	$	8.01
Canceled/forfeited	(52	)	$	7.03
Non-vested at September 30, 2015	2,007		$	6.40

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

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11. Net loss per share attributable to common stockholders

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Numerator:
Net loss attributable to common stockholders, basic and diluted	$	(4,819	)	$	(3,815	)	$	(18,638	)	$	(12,997	)
Denominator:
Weighted average common stock, basic and diluted	37,041			35,881			36,722			35,619
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.13	)	$	(0.11	)	$	(0.51	)	$	(0.36	)

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

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

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

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

Forward-Looking Statements

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

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Overview

Boingo helps the world stay connected.

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

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

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

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

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

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

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

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

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

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

·increase our brand awareness.

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Reconciliation of Non-GAAP Financial Measures

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

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

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

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

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

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

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(unaudited)
	(in thousands)
Net loss attributable to common stockholders	$	(4,819	)	$	(3,815	)	$	(18,638	)	$	(12,997	)
Depreciation and amortization of property and equipment	10,033			7,335			27,899			19,650
Income tax expense	115			75			401			378
Amortization of intangible assets	943			959			2,709			2,812
Stock-based compensation expense	2,256			1,842			6,190			5,210
Non-controlling interests	(104		)	264			60			619
Interest and other expense (income), net	49			(11		)	50			(12		)
Adjusted EBITDA	$	8,473		$	6,649		$	18,671		$	15,660

Key Business Metrics

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

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

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

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

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

Revenue

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

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

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

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

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

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Results of Operations

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(unaudited)
	(in thousands)
Consolidated Statement of Operations Data:
Revenue	$	37,186		$	30,822		$	100,855		$	85,670
Costs and operating expenses:
Network access	17,517			15,058			47,151			41,230
Network operations	8,219			6,245			24,160			17,862
Development and technology	5,001			3,965			13,978			10,805
Selling and marketing	4,793			3,778			13,990			11,629
General and administrative	5,472			4,304			16,994			13,344
Amortization of intangible assets	943			959			2,709			2,812
Total costs and operating expenses	41,945			34,309			118,982			97,682
Loss from operations	(4,759		)	(3,487		)	(18,127		)	(12,012		)
Interest and other (expense) income, net	(49		)	11			(50		)	12
Loss before income taxes	(4,808		)	(3,476		)	(18,177		)	(12,000		)
Income tax expense	115			75			401			378
Net loss	(4,923		)	(3,551		)	(18,578		)	(12,378		)
Net (loss) income attributable to non-controlling interests	(104		)	264			60			619
Net loss attributable to common stockholders	$	(4,819	)	$	(3,815	)	$	(18,638	)	$	(12,997	)

Depreciation and amortization expense included in costs and operating expenses:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(unaudited)
	(in thousands)
Network access	$	6,277	$	5,027	$	17,264	$	13,400
Network operations	2,087		1,370		5,916		3,739
Development and technology	1,377		852		3,887		2,331
General and administrative	292		86		832		180
Total (1)	$	10,033	$	7,335	$	27,899	$	19,650

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(unaudited)
	(in thousands)
Network operations	$	336	$	344	$	1,095	$	983
Development and technology	319		118		546		378
Selling and marketing	600		396		1,769		1,132
General and administrative	1,001		984		2,780		2,717
Total (2)	$	2,256	$	1,842	$	6,190	$	5,210

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(unaudited)
	(as a percentage of revenue)
Consolidated Statement of Operations Data:
Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Costs and operating expenses:
Network access	47.1		48.9		46.8		48.1
Network operations	22.1		20.3		24.0		20.8
Development and technology	13.4		12.9		13.9		12.6
Selling and marketing	12.9		12.3		13.9		13.6
General and administrative	14.7		14.0		16.8		15.6
Amortization of intangible assets	2.5		3.1		2.7		3.3
Total costs and operating expenses	112.8		111.3		118.0		114.0
Loss from operations	(12.8	)	(11.3	)	(18.0	)	(14.0	)
Interest and other (expense) income, net	(0.1	)	0.0		(0.0	)	0.0
Loss before income taxes	(12.9	)	(11.3	)	(18.0	)	(14.0	)
Income tax expense	0.3		0.2		0.4		0.4
Net loss	(13.2	)	(11.5	)	(18.4	)	(14.4	)
Net (loss) income attributable to non-controlling interests	(0.3	)	0.9		0.1		0.7
Net loss attributable to common stockholders	(13.0	)%	(12.4	)%	(18.5	)%	(15.2	)%

Three Months ended September 30, 2015 and 2014

Revenue

	Three Months Ended September 30,
	2015		2014		Change			% Change
	(unaudited)
	(in thousands, except percentages)
Revenue:
Retail	$	7,754	$	10,144	$	(2,390	)	(23.6	)%
DAS	13,142		10,429		2,713			26.0	%
Wholesale—Wi-Fi	5,454		4,709		745			15.8	%
Military	5,257		943		4,314			457.5	%
Advertising and other	5,579		4,597		982			21.4	%
Total revenue	$	37,186	$	30,822	$	6,364		20.6	%
Key business metrics:
Subscribers—retail	212		279		(67		)	(24.0	)%
Subscribers—military	46		7		39			*
Connects	27,792		21,902		5,890			26.9	%
DAS nodes	10.3		8.1		2.2			27.2	%

*Calculation of percentage change is not meaningful.

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

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

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

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

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

Costs and Operating Expenses

	Three Months Ended September 30,
	2015		2014		Change			% Change
	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	17,517	$	15,058	$	2,459		16.3	%
Network operations	8,219		6,245		1,974			31.6	%
Development and technology	5,001		3,965		1,036			26.1	%
Selling and marketing	4,793		3,778		1,015			26.9	%
General and administrative	5,472		4,304		1,168			27.1	%
Amortization of intangible assets	943		959		(16		)	(1.7	)%
Total costs and operating expenses	$	41,945	$	34,309	$	7,636		22.3	%

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

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

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

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

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

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

Interest and Other (Expense) Income, Net

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

Income Tax Expense

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

Non-controlling Interests

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

Net Loss Attributable to Common Stockholders

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

Adjusted EBITDA

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

Nine Months ended September 30, 2015 and 2014

Revenue

	Nine Months Ended September 30,
	2015		2014		Change			% Change
	(unaudited)
	(in thousands, except churn data)
Revenue:
Retail	$	24,608	$	30,865	$	(6,257	)	(20.3	)%
DAS	34,863		27,656		7,207			26.1	%
Wholesale—Wi-Fi	15,096		11,477		3,619			31.5	%
Military	13,003		2,043		10,960			536.5	%
Advertising and other	13,285		13,629		(344		)	(2.5	)%
Total revenue	$	100,855	$	85,670	$	15,185		17.7	%
Key business metrics:
Subscribers—retail	212		279		(67		)	(24.0	)%
Subscribers—military	46		7		39			*
Connects	76,416		59,694		16,722			28.0	%
DAS nodes	10.3		8.1		2.2			27.2	%

*Calculation of percentage change is not meaningful.

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

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

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

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

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

Costs and Operating Expenses

	Nine Months Ended September 30,
	2015		2014		Change			% Change
	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	47,151	$	41,230	$	5,921		14.4	%
Network operations	24,160		17,862		6,298			35.3	%
Development and technology	13,978		10,805		3,173			29.4	%
Selling and marketing	13,990		11,629		2,361			20.3	%
General and administrative	16,994		13,344		3,650			27.4	%
Amortization of intangible assets	2,709		2,812		(103		)	(3.7	)%
Total costs and operating expenses	$	118,982	$	97,682	$	21,300		21.8	%

Network access. Network access costs increased $5.9 million, or 14.4%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014. The increase is primarily due to a $3.9 million increase in depreciation expense and a $3.2 million increase in bandwidth and other direct costs, which is inclusive of a $0.5 million increase in costs directly related to our short-term DAS and Wi-Fi build-out projects. The increases were partially offset by a $0.7 million decrease in revenue share paid to venues in our managed and operated locations and a $0.4 million decrease from customer usage at partner venues.

Network operations. Network operations expenses increased $6.3 million, or 35.3%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, due to a $2.2 million increase in depreciation expense, a $1.9 million increase in personnel related expenses primarily resulting from increased headcount, a $0.9 million increase in network maintenance and connectivity expenses, a $0.4 million increase in call center costs, $0.2 million increase in hardware and software maintenance expenses, and a $0.7 million increase in other operating expenses.

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Development and technology. Development and technology expenses increased $3.2 million, or 29.4%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, due primarily to a $1.6 million increase in depreciation expense, a $1.3 million increase in personnel related expenses primarily resulting from increased headcount, a $0.3 million increase in technology service expenses, and a $0.3 million increase in hardware and software maintenance expenses. Increases were partially offset by a $0.3 million decrease in other operating expenses.

Selling and marketing. Selling and marketing expenses increased $2.4 million, or 20.3%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, due to a $1.5 million increase in personnel related expenses primarily resulting from increased headcount and a $0.9 million increase in other marketing related expenses.

General and administrative.  General and administrative expenses increased $3.7 million, or 27.4%, for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, due to a $0.9 million increase in personnel related expenses resulting from increased headcount, a $0.7 million increase in depreciation expenses, a $0.5 million increase in business licenses, taxes, and insurance, a $0.5 million increase in consulting and professional fee expenses, and a $1.1 million increase in rent and other general and administrative expenses.

Amortization of intangible assets.  Amortization of intangible assets expense remained relatively consistent for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014.

Interest and Other (Expense) Income, Net

Interest and other (expense) income, net, remained relatively consistent for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014. During the nine months ended September 30, 2015, we incurred and capitalized $0.4 million of interest expense related to our Credit Facility.

Income Tax Expense

We had income tax expense of $0.4 million for the nine months ended September 30, 2015 and September 30, 2014. Our effective tax rate remained relatively consistent for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014.

Non-controlling Interests

Non-controlling interests decreased $0.6 million for the nine months ended September 30, 2015, as compared to the nine months ended September 30, 2014, primarily as a result of the net losses generated by our subsidiaries.

Net Loss Attributable to Common Stockholders

Our net loss for the nine months ended September 30, 2015 increased as compared to the nine months ended September 30, 2014, primarily as a result of the $21.3 million increase in costs and operating expenses, which was partially offset by the $15.2 million increase in revenues and the $0.6 million increase in net losses attributable to non-controlling interests. Our diluted net loss per share increased primarily as a result of the increase in our net loss.

Adjusted EBITDA

Adjusted EBITDA was $18.7 million for the nine months ended September 30, 2015, an increase of 19.2% from $15.7 million recorded in the nine months ended September 30, 2014. As a percent of revenue, Adjusted EBITDA was 18.5% for the nine months ended September 30, 2015, up from 18.3% of revenue for the nine months ended September 30, 2014. The Adjusted EBITDA increase was due primarily to $8.1 million increase in depreciation and amortization expense and the $1.0 million increase in stock-based compensation expenses. The increases were partially offset by the $5.6 million increase in our net loss attributable to common stockholders and the $0.6 million decrease in non-controlling interests for the nine months ended September 30, 2015 compared to the nine months ended September 30, 2014.

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 of liquidity as of September 30, 2015 consisted of $8.6 million of cash and $31.5 million available for borrowing under our credit facility.

27

Our principal uses of liquidity have been to fund our operations, working capital requirements, capital expenditures and acquisitions. We expect that these requirements will be our principal needs for liquidity over the near term. Our capital expenditures in the nine months ended September 30, 2015 were $63.4 million, of which $26.8 million will be reimbursed through revenue for DAS build-out projects from our telecom operators.

On November 21, 2014, we entered into a Credit Agreement (the “Credit Agreement”) and related agreements with Bank of America, N.A. acting as agent for lenders named therein, including Bank of America, N.A. and Silicon Valley Bank (the “Lenders”), for a secured credit facility in the form of a revolving line of credit in the initial amount of up to $46.5 million, with an option to increase the available amount to $86.5 million upon the satisfaction of certain conditions (the “Revolving Line of Credit”) and a term loan of $3.5 million (the “Term Loan” and together with the Revolving Line of Credit, the “Credit Facility”). Both the Term Loan and Revolving Line of Credit mature on November 21, 2018. Amounts borrowed under the Revolving Line of Credit and Term Loan will bear, at our election, a variable interest at LIBOR plus 2.5% - 3.5% or Lender’s Prime Rate plus 1.5% - 2.5% per year and we will pay a fee of 0.375% - 0.5% per year on any unused portion of the Revolving Line of Credit. As of September 30, 2015, $3.1 million was outstanding under the Term Loan and $15.0 million was outstanding under the Revolving Line of Credit. The Term Loan requires quarterly payments of interest and principal, amortizing fully over the four-year-term such that it is repaid in full on the maturity date of November 21, 2018. Interest rates for our Credit Facility for the nine months ended September 30, 2015 ranged from 2.67% to 3.28%. Repayment of amounts borrowed under the Credit Facility may be accelerated in the event that we are in violation of the representation, warranties and covenants made in the Credit Agreement, including certain financial covenants set forth therein, and under other specific default events including, but not limited to, non-payment or inability to pay debt, breach of cross default provisions, insolvency provisions, and change in control.

We are subject to customary covenants, including a minimum quarterly consolidated leverage ratio, a maximum quarterly consolidated fixed charge coverage ratio, and monthly liquidity minimums. In August 2015, we amended our Credit Facility to primarily revise our financial covenants with an effective date of June 30, 2015 through the period ended September 30, 2015. We were in compliance with all such financial covenants as of September 30, 2015 and through the date of this report. We are also subject to certain non-financial covenants, and we were also in compliance with all such non-financial covenants as of September 30, 2015 and through the date of this report. The Credit Facility provides us with significant additional flexibility and liquidity to pursue our strategic objectives for capital expenditures and acquisitions.

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 on September 17, 2015, which permits us to offer up to $125.0 million of common stock, preferred stock, debt securities and warrants in one or more offerings and in any combination, including in units from time to time. Our Shelf Registration is intended to provide us with additional flexibility to access capital markets for general corporate purposes, which may include working capital, capital expenditures, repayment of debt, other corporate expenses and acquisitions of complementary products, technologies or businesses.

We believe that our existing cash and cash equivalents, working capital, cash flow from operations and availability under the credit facility will be sufficient to fund our operations and planned capital expenditures for at least the next 12 months. There can be no assurance, however, that future industry-specific or other developments, general economic trends, or other matters will not adversely affect our operations or our ability to meet our future cash requirements. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and size of our managed and operated location expansion efforts, the timing and extent of spending to support product development efforts, the timing of introductions of new solutions and enhancements to existing solutions and the continuing market acceptance of our solutions. We expect our capital expenditures for the remainder of 2015 will range from $3.4 million to $8.4 million, excluding capital expenditures for DAS build-out projects which are reimbursed through revenue from our telecom operator customers. The majority of our remaining 2015 capital expenditures will be used to build out residential broadband and IPTV networks for troops stationed on military bases pursuant to our contracts with the U.S. government and upgrading our Wi-Fi networks at our managed and operated venues. The investment of these resources will occur in advance of experiencing any direct benefit from them 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 on performance. Any such modification, curtailment, or termination of one or more of our government contracts could have a material adverse effect on our earnings, cash flow and/or financial position. We may also enter into acquisitions of complementary businesses, applications or technologies which could require us to seek additional equity or debt financing. Additional funds may not be available on terms favorable to us, or at all.

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

	2015			2014
	(unaudited)
	(in thousands)
Net cash provided by operating activities	$	49,850		$	18,638
Net cash used in investing activities	(61,815		)	(39,037		)
Net cash provided by (used in) financing activities	11,731			(2,915		)

28

Net Cash Provided by Operating Activities

For the nine months ended September 30, 2015, we generated $49.8 million of net cash from operating activities, an increase of $31.2 million from the prior year comparative period. The increase is primarily due to a $28.2 million change in our operating assets and liabilities, a $8.1 million increase in depreciation and amortization expenses, a $1.0 million increase in stock-based compensation expenses, and a $0.2 million change in fair value of our contingent consideration liabilities. The increases were partially offset by the $6.2 million increase in our net loss.

Net Cash Used in Investing Activities

For the nine months ended September 30, 2015, we used $61.8 million in investing activities, an increase of $22.8 million from the prior year comparative period. This increase is primarily due to a $14.1 million decrease in cash provided by net proceeds from sales of marketable securities and an $8.4 million increase in purchases of property and equipment.

Net Cash Provided by (Used in) Financing Activities

For the nine months ended September 30, 2015, we received $11.7 million of cash from financing activities compared to $2.9 million in cash used in financing activities during the prior year comparative period. This change is primarily due to the $15.0 million net drawdown on our Revolving Line of Credit made during the nine months ended September 30, 2015, a $1.2 million decrease in acquisition related payments, and a $0.4 million increase in proceeds from exercise of stock options. These changes were partially offset by $1.1 million in payments to acquire the remaining non-controlling interests in Concourse Communications Detroit, LLC from the non-controlling interest owners, a $0.6 million increase in cash used to pay federal, state, and local employment payroll taxes related to our RSUs that vested during the period, and $0.4 million in repayments made on our Term Loan during the nine months ended September 30, 2015.

Contractual Obligations and Commitments

The following table sets forth our contractual obligations and commitments as of September 30, 2015:

	Payments Due By Period
			Less than						More than
	Total		1 Year		2 - 3 Years		4 - 5 Years		5 Years
	(in thousands)
Venue revenue share minimums(1)	$	44,941	$	9,377	$	14,621	$	8,445	$	12,498
Operating leases for office space(2)	32,468		1,636		6,046		6,054		18,732
Open purchase commitments(3)	34,217		34,217		—		—		—
Credit Facility(4)	18,063		16,094		1,750		219		—
Capital leases for equipment and software(5)	3,437		1,453		1,984		—		—
Unrecognized tax benefits(6)	229		229		—		—		—
Notes payable(7)	171		96		75		—		—
Total	$	133,526	$	63,102	$	24,476	$	14,718	$	31,230

(1)Payments under exclusive long-term, non-cancellable contracts to provide wireless communications network access to venues such as airports. 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 on our condensed consolidated balance sheet as of September 30, 2015 as we have not received the related goods or services.

(4)Long-term debt associated with our Credit Agreement with Bank of America N.A. Payments are based on contractual terms and intended timing of repayments of long-term debt.

(5)Leased equipment, primarily for data communication and database software purchased 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 rate or additional paid-in capital, if recognized, (refer to Note 7 to the accompanying condensed consolidated financial statements included in Part I, Item 1).

(7)Notes payable assumed in our acquisition of Endeka Group, Inc. in 2013.

29

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided for the year ended December 31, 2014 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our annual report on Form 10-K filed by us with the SEC on March 16, 2015.

Recently Issued Accounting Standards

Information regarding recent accounting pronouncements is contained in Note 2 “Summary of Significant Accounting Policies” to the accompanying condensed consolidated financial statements included in Part I, Item 1, which is incorporated herein by this reference.

Item 3.   Quantitative and Qualitative Disclosure about Market Risk

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

Investment portfolio risk.  We have established guidelines relative to the diversification and maturities of investments to maintain safety and liquidity. These guidelines are reviewed periodically and may be modified depending on market conditions. Although investments may be subject to credit risk, our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure from any single issue, issuer or type of investment. At September 30, 2015, we had no market risk sensitive instruments.

Marketable securities available-for-sale are carried at fair value and are intended for use in meeting our ongoing liquidity needs. Unrealized gains and losses on available-for-sale securities, which are deemed to be temporary, are reported as a separate component of stockholders’ equity, net of tax. Unrealized gains and losses on available-for-sale securities have not been significant. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization, along with realized gains and losses is included in interest and other (expense) income, net.

Interest rate risk.  Our Revolving Line of Credit and Term Loan bears, at our 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 rate debt exposes us to interest rate risk. A 100 basis point increase in the LIBOR or Lender’s Prime Rate as of September 30, 2015 would not have a material impact on net loss and cash flow.

Foreign currency exchange rate risk.  We are exposed to foreign currency exchange rate risk inherent in conducting business globally in numerous currencies, of which the most significant to our operations for the nine months ended September 30, 2015 was the Brazilian Real. We are primarily exposed to foreign currency fluctuations related to the operations of our subsidiary in Brazil whose financial statements are not denominated in the U.S. Dollar. Our foreign operations are 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 currency exposures.

Item 4.   Controls and Procedures

Disclosure Controls and Procedures. We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness, as of September 30, 2015, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

30

Changes in Internal Control over Financial Reporting. During the three months ended September 30, 2015, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

PART II. OTHER INFORMATION

Item 1.      Legal Proceedings

The information set forth in Note 9 “Commitments and Contingencies,” to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report on Form 10-Q, is incorporated herein by this reference.

Item 1A.   Risk Factors

Certain Factors Affecting Boingo Wireless, Inc.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the SEC on March 16, 2015, which we incorporate by reference into this Quarterly Report on Form 10-Q, which could materially affect our business, results of operations, cash flows, or financial condition. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results. There have been no material changes in the risk factors contained in our Annual Report on Form 10-K.

Item 6.  Exhibits

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

Exhibit		Incorporated by Reference			Filed
No.	Description	Form	Date	Number	Herewith
3.2	Amended and Restated Certificate of Incorporation.	S-1	03/21/2011	3.2
3.4	Amended and Restated Bylaws.	S-1	03/21/2011	3.4
10.1	First Amendment to Credit Agreement.	10-Q	8/10/2015	10.2
31.1	Certification of David Hagan, Chief Executive Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Peter Hovenier, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certifications of David Hagan, Chief Executive Officer, and Peter Hovenier, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101	The following financial information from the Quarterly Report on Form 10-Q of Boingo Wireless, Inc. for the quarter ended September 30, 2015, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at September 30, 2015 and December 31, 2014 for Boingo Wireless, Inc.; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2015 and 2014 for Boingo Wireless, Inc.; (iii) Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and nine months ended September 30, 2015 and 2014 for Boingo Wireless, Inc.; (iv) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014 for Boingo Wireless, Inc.; (v) Condensed Consolidated Statements of Stockholders’ Equity for Boingo Wireless, Inc.; and (vi) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

31

SIGNATURES

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

	BOINGO WIRELESS, INC.
Date: November 9, 2015	By:	/s/ DAVID HAGAN
		David Hagan
		Chairman of the Board and Chief Executive Officer
		(Principal Executive Officer)
	BOINGO WIRELESS, INC.
Date: November 9, 2015	By:	/s/ PETER HOVENIER
		Peter Hovenier
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

32

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David Hagan, certify that:

1.         I have reviewed this Quarterly Report on Form 10-Q 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 the statements 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 financial condition, 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 Exchange Act 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 the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes 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 effectiveness of 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 fiscal quarter (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.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’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 reasonably likely 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 control over financial reporting.

By:	/s/ David Hagan
	David Hagan
	Chairman of the Board and Chief Executive Officer
	(Principal Executive Officer)
Date:	November 9, 2015

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Peter Hovenier, certify that:

1.         I have reviewed this Quarterly Report on Form 10-Q 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 the statements 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 financial condition, 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 Exchange Act 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 the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes 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 effectiveness of 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 fiscal quarter (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.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’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 reasonably likely 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 control over financial reporting.

By:	/s/ Peter Hovenier
	Peter Hovenier
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date:	November 9, 2015

EX-32.1

Exhibit 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:

1.the accompanying Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

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

/s/ David Hagan

David Hagan

Chairman of the Board and Chief Executive Officer

(Principal Executive Officer)

Date: November 9, 2015

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 18 of 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 the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

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:

1.the accompanying Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended September 30, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and

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

/s/ Peter Hovenier

Peter Hovenier

Chief Financial Officer

(Principal Financial and Accounting Officer)

Date: November 9, 2015

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 18 of 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 the date hereof, regardless of any general incorporation language in such filing. A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Income taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Income taxes
Income tax expense	$ 115	$ 75	$ 401	$ 378
Effective tax rate (as a percent)	2.40%	2.20%	2.20%	3.10%
Deferred tax liabilities	$ 2,930		$ 2,930
Uncertain tax positions	359		359		$ 459
Uncertain tax positions, reduction to deferred tax assets	84		84		106
Accrued interest, net of federal income tax benefits, and penalties	46		46		$ 67
Unrecognized tax benefits that would affect the effective tax rate	229		229
Reconciliation of unrecognized tax benefits
Beginning balance, January 1, 2015			392
Effective settlement during the current period			(79)
Balance, September 30, 2015	$ 313		$ 313

XML

Net loss per share attributable to common stockholders (Details 2) - USD ($) $ in Thousands	Sep. 30, 2015	Apr. 01, 2013
Stock repurchase program
Remaining approved amount for repurchases	$ 5,180
Maximum
Stock repurchase program
Amount of common stock approved by the entity for a stock repurchase program		$ 10,000

XML

Cash and cash equivalents (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013
Cash and cash equivalents:
Cash	$ 6,326		$ 3,247
Money market accounts	2,230		5,602
Total cash and cash equivalents	8,556	$ 4,030	8,849	$ 27,338
Short-term marketable securities:
Marketable securities	0		1,614
Total short-term marketable securities			$ 1,614
Interest and other income (expense), net
Short-term marketable securities:
Interest income	$ 4	$ 105

XML

Income taxes (Tables)

9 Months Ended

Sep. 30, 2015

Income taxes

Schedule of reconciliation of unrecognized tax benefits, excluding interest and penalties

Beginning balance, January 1, 2015	$	392
Additions for current period tax positions	—
Effective settlement during the current period	(79		)
Balance, September 30, 2015	$	313

XML

Stock incentive plans (Details) - 2011 Plan	9 Months Ended
	Sep. 30, 2015 shares
Stock incentive plans
Annual percentage increase alternative, increase in common stock reserved for issuance as a percentage of common stock outstanding	4.50%
Annual fixed increase alternative, increase in shares of common stock reserved for issuance (in shares)	3,000,000
Common stock shares reserved for issuance	10,324,899

XML

Fair value measurement (Details 2) - Contingent consideration - Endeka $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Reconciliation between the beginning and ending balances related to the fair value of contingent consideration
Beginning balance, January 1, 2015	$ 131
Change in fair value	(114)
Payment of contingent consideration	$ (17)

XML

Net loss per share attributable to common stockholders (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Numerator:
Net loss attributable to common stockholders, basic and diluted	$ (4,819)	$ (3,815)	$ (18,638)	$ (12,997)
Denominator:
Weighted average common stock, basic and diluted (in shares)	37,041	35,881	36,722	35,619
Net loss per share attributable to common stockholders:
Basic and diluted (in dollars per share)	$ (0.13)	$ (0.11)	$ (0.51)	$ (0.36)

XML

Summary of significant accounting policies

9 Months Ended

Sep. 30, 2015

Summary of significant accounting policies

Summary of significant accounting policies

2. Summary of significant accounting policies

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2015 and 2014 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014 contained in our annual report on Form 10-K filed with the SEC on March 16, 2015. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our results of operations for the three and nine months ended September 30, 2015 and 2014, our cash flows for the nine months ended September 30, 2015 and 2014, and our financial position as of September 30, 2015. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.

Principles of consolidation

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

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

Segment and geographical information

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

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenue:
Retail	$	7,754	$	10,144	$	24,608	$	30,865
DAS	13,142		10,429		34,863		27,656
Wholesale—Wi-Fi	5,454		4,709		15,096		11,477
Military	5,257		943		13,003		2,043
Advertising and other	5,579		4,597		13,285		13,629
Total revenue	$	37,186	$	30,822	$	100,855	$	85,670

Marketable securities

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

Marketable securities are reported at fair value with the related unrealized gains and losses reported as other comprehensive income (loss) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. No significant unrealized gains and losses have been reported during the periods presented. Factors considered by us in assessing whether an other-than-temporary impairment has occurred include the nature of the investment, whether the decline in fair value is attributable to specific adverse conditions affecting the investment, the financial condition of the investee, the severity and the duration of the impairment and whether we have the ability to hold the investment to maturity. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. Any realized gains or losses on the sale of investments are reflected as a component of interest and other (expense) income, net.

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

Revenue recognition

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

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

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

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

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

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

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

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

Foreign currency translation

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

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

Fair value of financial instruments

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

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

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

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

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

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

Recent accounting pronouncements

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

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

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

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

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

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

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Stock incentive plans (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Recognized stock-based compensation expense
Total stock-based compensation	$ 2,256	$ 1,842	$ 6,190	$ 5,210
Stock-based compensation expense capitalized	177	130	602	291
Network operations
Recognized stock-based compensation expense
Total stock-based compensation	336	344	1,095	983
Development and Technology
Recognized stock-based compensation expense
Total stock-based compensation	319	118	546	378
Selling and marketing
Recognized stock-based compensation expense
Total stock-based compensation	600	396	1,769	1,132
General and administrative
Recognized stock-based compensation expense
Total stock-based compensation	$ 1,001	$ 984	$ 2,780	$ 2,717

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The business (Details) - Minimum item in Millions	9 Months Ended
	Sep. 30, 2015 item
The business
Number of small cell networks for cellular distributed antenna system and Wi-Fi access	1
Number of consumers	1,000
Number of commercial hotspots worldwide for which Wi-Fi subscriptions and day passes provide access	1

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Net loss per share attributable to common stockholders (Tables)

9 Months Ended

Sep. 30, 2015

Net loss per share attributable to common stockholders

Schedule of computation of basic and diluted net loss per share attributable to common stockholders

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Numerator:
Net loss attributable to common stockholders, basic and diluted	$	(4,819	)	$	(3,815	)	$	(18,638	)	$	(12,997	)
Denominator:
Weighted average common stock, basic and diluted	37,041			35,881			36,722			35,619
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.13	)	$	(0.11	)	$	(0.51	)	$	(0.36	)

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Stock incentive plans (Details 3) - Stock options	9 Months Ended
	Sep. 30, 2015
Stock incentive plans
Vesting period	4 years
Vesting percentage when the individual completes 12 months of continuous service	25.00%
Continuous service period of individual	12 months

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Summary of significant accounting policies (Details) - USD ($) $ in Thousands		9 Months Ended
	Aug. 04, 2015	Sep. 30, 2015	Aug. 03, 2015
Principles of consolidation
Reduction to additional paid-in capital resulting from purchase of remaining noncontrolling interest		$ 1,150
Concourse Communications Detroit, LLC
Principles of consolidation
Percentage of additional ownership in Subsidiary acquired	30.00%
Total purchase price	$ 1,150
Reduction to additional paid-in capital resulting from purchase of remaining noncontrolling interest	$ 1,150
Chicago Concourse Development Group, LLC
Principles of consolidation
Percentage of ownership in subsidiaries		70.00%
Boingo Holding Participacoes Ltda.
Principles of consolidation
Percentage of ownership in subsidiaries		75.00%
Concourse Communications Detroit, LLC
Principles of consolidation
Percentage of ownership in subsidiaries			70.00%

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Summary of significant accounting policies (Details 2) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($) segment	Sep. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)
Primary revenue source
Number of reportable segments | segment			1
Revenue	$ 37,186	$ 30,822	$ 100,855	$ 85,670
Marketable securities
Short-term marketable securities	0		0		$ 1,614
Unrealized gains or losses in accumulated other comprehensive loss	0		0		$ 0
Retail
Primary revenue source
Revenue	7,754	10,144	24,608	30,865
DAS
Primary revenue source
Revenue	13,142	10,429	34,863	27,656
Wholesale - Wi-Fi
Primary revenue source
Revenue	5,454	4,709	15,096	11,477
Military
Primary revenue source
Revenue	5,257	943	13,003	2,043
Advertising and other
Primary revenue source
Revenue	$ 5,579	$ 4,597	$ 13,285	$ 13,629

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The business

9 Months Ended

Sep. 30, 2015

The business

The business

1. The business

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

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Summary of significant accounting policies (Details 3) - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Foreign Currency Translation
Cumulative foreign currency translation adjustments, net of tax in accumulated other comprehensive income	$ 1,230	$ 443
Income tax expense related to foreign currency translation adjustments	0	0
Revolving Line of Credit | Prepaid expenses and other current assets
Recent accounting pronouncements
Debt issuance costs	197	178
Revolving Line of Credit | Other assets
Recent accounting pronouncements
Debt issuance costs	$ 421	$ 514
DAS | Minimum
Revenue recognition
Term of the arrangement used to determine revenue recognition	5 years
DAS | Maximum
Revenue recognition
Term of the arrangement used to determine revenue recognition	20 years
Wholesale - Wi-Fi | Minimum
Revenue recognition
Term of the arrangement used to determine revenue recognition	1 year
Wholesale - Wi-Fi | Maximum
Revenue recognition
Term of the arrangement used to determine revenue recognition	5 years

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Credit Facility (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Nov. 21, 2014	Sep. 30, 2015	Sep. 30, 2015	Aug. 31, 2015	Dec. 31, 2014	Nov. 30, 2014
Line of Credit
Line of Credit Facility
Deferred finance costs				$ 62		$ 711
Amortization and interest expense capitalized		$ 190	$ 436
Amortization of debt issuance costs
Remainder of 2015			49
2016			197
2017			197
2018			175
Amortization of debt issuance costs			$ 618
Line of Credit | Minimum
Line of Credit Facility
Interest rate percentage			2.67%
Line of Credit | Maximum
Line of Credit Facility
Interest rate percentage			3.28%
Line of Credit | LIBOR
Line of Credit Facility
Floating interest rate, basis			LIBOR
Line of Credit | LIBOR | Minimum
Line of Credit Facility
Spread on floating interest rate (as a percent)			2.50%
Line of Credit | LIBOR | Maximum
Line of Credit Facility
Spread on floating interest rate (as a percent)			3.50%
Line of Credit | Prime Rate
Line of Credit Facility
Floating interest rate, basis			Prime Rate
Line of Credit | Prime Rate | Minimum
Line of Credit Facility
Spread on floating interest rate (as a percent)			1.50%
Line of Credit | Prime Rate | Maximum
Line of Credit Facility
Spread on floating interest rate (as a percent)			2.50%
Revolving Line of Credit
Line of Credit Facility
Maximum borrowing capacity	$ 46,500
Maximum borrowing capacity with an option to increase the available amount upon the satisfaction of certain conditions	86,500
Outstanding balance		15,000	$ 15,000		$ 0
Principal payments of Debt
Debt, Total		15,000	$ 15,000		0
Revolving Line of Credit | Minimum
Line of Credit Facility
Fee on unused portion of Revolving Line of Credit (as a percent)			0.375%
Revolving Line of Credit | Maximum
Line of Credit Facility
Fee on unused portion of Revolving Line of Credit (as a percent)			0.50%
Term Loan
Line of Credit Facility
Maximum borrowing capacity	$ 3,500
Outstanding balance		3,063	$ 3,063		3,500
Term of the debt	4 years
Principal payments of Debt
Remainder of 2015		438	438
2016		875	875
2017		875	875
2018		875	875
Debt, Total		$ 3,063	$ 3,063		$ 3,500

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 8,556	$ 8,849
Marketable securities	0	1,614
Accounts receivable, net	50,335	27,917
Prepaid expenses and other current assets	4,189	3,916
Deferred tax assets	787	787
Total current assets	63,867	43,083
Property and equipment, net	192,909	111,772
Goodwill	42,403	42,403
Intangible assets, net	16,927	19,676
Other assets	4,913	2,468
Total assets	321,019	219,402
Current liabilities:
Accounts payable	33,253	4,004
Accrued expenses and other liabilities	42,337	26,109
Deferred revenue	19,447	25,488
Current portion of long-term debt	16,094	875
Current portion of capital leases	1,453	309
Total current liabilities	112,584	56,785
Deferred revenue, net of current portion	82,473	27,267
Long-term debt	1,969	2,625
Long-term portion of capital leases	1,984	381
Deferred tax liabilities	3,717	3,432
Other liabilities	5,701	1,482
Total liabilities	$ 208,428	$ 91,972
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 100,000 shares authorized; 37,140 and 36,267 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively	$ 4	$ 4
Additional paid-in capital	194,630	189,725
Accumulated deficit	(81,522)	(62,884)
Accumulated other comprehensive loss	(1,230)	(443)
Total common stockholders' equity	111,882	126,402
Non-controlling interests	709	1,028
Total stockholders' equity	112,591	127,430
Total liabilities and stockholders' equity	$ 321,019	$ 219,402

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Stock incentive plans (Details 4) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Number of Options
Outstanding at the beginning of the period (in shares)	4,341
Exercised (in shares)	(375)
Canceled/forfeited (in shares)	(135)
Outstanding at the end of the period (in shares)	3,831	4,341
Vested, exercisable and expected to vest at the end of the period (in shares)	3,801
Exercisable at the end of the period (in shares)	3,101
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)	$ 6.60
Exercised (in dollars per share)	3.32
Canceled/forfeited (in dollars per share)	9.82
Outstanding at the end of the period (in dollars per share)	6.80	$ 6.60
Vested and expected to vest at the end of the period (in dollars per share)	6.80
Exercisable at the end of the period (in dollars per share)	$ 6.51
Weighted-Average Remaining Contract Life (years)
Outstanding	5 years 2 months 12 days	5 years 9 months 18 days
Vested and expected to vest at the end of the period	5 years 2 months 12 days
Exercisable at the end of the period	4 years 8 months 12 days
Aggregate Intrinsic Value
Outstanding at the beginning of the period	$ 11,017
Outstanding at the end of the period	10,928	$ 11,017
Vested and expected to vest at the end of the period	10,879
Exercisable at the end of the period	$ 9,965

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Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) shares in Thousands, $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Other Comprehensive Loss	Non-controlling Interests	Total
Balance at Dec. 31, 2014	$ 4	$ 189,725	$ (62,884)	$ (443)	$ 1,028	$ 127,430
Balance (in shares) at Dec. 31, 2014	36,267
Issuance of common stock under stock incentive plans		1,247				1,247
Issuance of common stock under stock incentive plans (in shares)	873
Shares withheld for taxes		(1,984)				(1,984)
Stock-based compensation expense		6,792				6,792
Purchase of non-controlling interests		(1,150)				(1,150)
Non-controlling interests distributions					(500)	(500)
Net (loss) income			(18,638)		60	(18,578)
Other comprehensive (loss) income				(787)	121	(666)
Balance at Sep. 30, 2015	$ 4	$ 194,630	$ (81,522)	$ (1,230)	$ 709	$ 112,591
Balance (in shares) at Sep. 30, 2015	37,140

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Property and equipment (Details 2) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Depreciation, Depletion and Amortization
Total depreciation and amortization of property and equipment	$ 10,033	$ 7,335	$ 27,899	$ 19,650
Network access
Depreciation, Depletion and Amortization
Total depreciation and amortization of property and equipment	6,277	5,027	17,264	13,400
Network operations
Depreciation, Depletion and Amortization
Total depreciation and amortization of property and equipment	2,087	1,370	5,916	3,739
Development and Technology
Depreciation, Depletion and Amortization
Total depreciation and amortization of property and equipment	1,377	852	3,887	2,331
General and administrative
Depreciation, Depletion and Amortization
Total depreciation and amortization of property and equipment	$ 292	$ 86	$ 832	$ 180

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Property and equipment (Tables)

9 Months Ended

Sep. 30, 2015

Property and equipment

Schedule of property and equipment

	September 30, 2015			December 31, 2014
Leasehold improvements	$	194,344		$	152,627
Construction in progress	76,574			20,104
Computer equipment	11,285			7,909
Software	22,210			17,827
Furniture, fixtures and office equipment	1,771			297
Total property and equipment	306,184			198,764
Less: accumulated depreciation and amortization	(113,275		)	(86,992		)
Total property and equipment, net	$	192,909		$	111,772

Schedule of depreciation and amortization expense of property and equipment

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Network access	$	6,277	$	5,027	$	17,264	$	13,400
Network operations	2,087		1,370		5,916		3,739
Development and technology	1,377		852		3,887		2,331
General and administrative	292		86		832		180
Total depreciation and amortization of property and equipment	$	10,033	$	7,335	$	27,899	$	19,650

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Fair value measurement (Details) - Recurring basis - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Assets:
Money market accounts	$ 2,230	$ 5,602
Marketable securities		1,614
Total assets	2,230	7,216
Liabilities:
Contingent consideration		131
Total liabilities		131
Level 1
Assets:
Money market accounts	2,230	5,602
Total assets	$ 2,230	5,602
Level 2
Assets:
Marketable securities		1,614
Total assets		1,614
Level 3
Liabilities:
Contingent consideration		131
Total liabilities		$ 131

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Accrued expenses and other liabilities (Tables)

9 Months Ended

Sep. 30, 2015

Accrued expenses and other liabilities

Schedule of accrued expenses and other liabilities

	September 30, 2015		December 31, 2014
Revenue share	$	4,320	$	5,683
Salaries and wages	3,284		2,389
Accrued for construction-in-progress	25,467		9,438
Accrued partner network	1,501		1,105
Settlement liabilities	338		1,850
Accrued professional fees	1,075		1,241
Accrued taxes	770		327
Deferred rent	20		18
Holdback liabilities	1,600		1,615
Contingent consideration	—		131
Other	3,962		2,312
Total accrued expenses and other liabilities	$	42,337	$	26,109

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities
Net loss	$ (18,578)	$ (12,378)
Adjustments to reconcile net loss including non-controlling interests to net cash provided by operating activities:
Depreciation and amortization of property and equipment	27,899	19,650
Amortization of intangible assets	2,709	2,812
Impairment loss	191	406
Stock-based compensation	6,190	5,210
Excess tax benefits from stock-based compensation		(60)
Change in fair value of contingent consideration	(114)	(358)
Change in deferred income taxes	285	277
Changes in operating assets and liabilities:
Accounts receivable	(22,548)	(7,609)
Prepaid expenses and other assets	(2,810)	(1,246)
Accounts payable	2,422	1,234
Accrued expenses and other liabilities	5,039	(1,118)
Deferred revenue	49,165	11,818
Net cash provided by operating activities	49,850	18,638
Cash flows from investing activities
Decrease in restricted cash		430
Purchases of marketable securities		(27,156)
Proceeds from sales of marketable securities	1,614	42,857
Purchases of property and equipment	(63,429)	(55,021)
Payments for business acquisition		(147)
Net cash used in investing activities	(61,815)	(39,037)
Cash flows from financing activities
Proceeds from credit facility	20,000
Principal payments on debt	(5,438)
Excess tax benefits from stock-based compensation		60
Proceeds from exercise of stock options	1,247	860
Payments of capital leases and notes payable	(427)	(544)
Payment of other acquisition related consideration	(17)	(1,255)
Payments of withholding tax on net issuance of restricted stock units	(1,984)	(1,413)
Payments to non-controlling interests	(500)	(623)
Purchase of non-controlling interests	(1,150)
Net cash provided by (used in) financing activities	11,731	(2,915)
Effect of exchange rates on cash	(59)	6
Net decrease in cash and cash equivalents	(293)	(23,308)
Cash and cash equivalents at beginning of period	8,849	27,338
Cash and cash equivalents at end of period	8,556	4,030
Supplemental disclosure of non-cash investing and financing activities
Property and equipment costs in accounts payable, accrued expenses and other liabilities	54,079	13,272
Acquisition of equipment under capital lease	$ 3,099	$ 361

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands	Sep. 30, 2015	Dec. 31, 2014
Condensed Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	5,000	5,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	37,140	36,267
Common stock, shares outstanding	37,140	36,267

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Stock incentive plans

9 Months Ended

Sep. 30, 2015

Stock incentive plans

Stock incentive plans

10. Stock incentive plans

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

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

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Network operations	$	336	$	344	$	1,095	$	983
Development and technology	319		118		546		378
Selling and marketing	600		396		1,769		1,132
General and administrative	1,001		984		2,780		2,717
Total stock-based compensation	$	2,256	$	1,842	$	6,190	$	5,210

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

Stock option awards

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

A summary of the stock option activity is as follows:

	Number of Options (000’s)		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2014	4,341		$	6.60	5.8	$	11,017
Exercised	(375	)	$	3.32
Canceled/forfeited	(135	)	$	9.82
Outstanding at September 30, 2015	3,831		$	6.80	5.2	$	10,928
Vested, exercisable and expected to vest at September 30, 2015	3,801		$	6.80	5.2	$	10,879
Exercisable at September 30, 2015	3,101		$	6.51	4.7	$	9,965

Restricted stock unit awards

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

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

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

	Number of Shares (000’s)		Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2014	1,385		$	6.09
Granted	1,423		$	7.57
Vested	(749	)	$	8.01
Canceled/forfeited	(52	)	$	7.03
Non-vested at September 30, 2015	2,007		$	6.40

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

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Oct. 30, 2015
Document and Entity Information
Entity Registrant Name	BOINGO WIRELESS INC
Entity Central Index Key	0001169988
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		37,182,381
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

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Net loss per share attributable to common stockholders

9 Months Ended

Sep. 30, 2015

Net loss per share attributable to common stockholders

Net loss per share attributable to common stockholders

11. Net loss per share attributable to common stockholders

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(in thousands)
Numerator:
Net loss attributable to common stockholders, basic and diluted	$	(4,819	)	$	(3,815	)	$	(18,638	)	$	(12,997	)
Denominator:
Weighted average common stock, basic and diluted	37,041			35,881			36,722			35,619
Net loss per share attributable to common stockholders:
Basic and diluted	$	(0.13	)	$	(0.11	)	$	(0.51	)	$	(0.36	)

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

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

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Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Consolidated Statements of Operations
Revenue	$ 37,186	$ 30,822	$ 100,855	$ 85,670
Costs and operating expenses:
Network access	17,517	15,058	47,151	41,230
Network operations	8,219	6,245	24,160	17,862
Development and technology	5,001	3,965	13,978	10,805
Selling and marketing	4,793	3,778	13,990	11,629
General and administrative	5,472	4,304	16,994	13,344
Amortization of intangible assets	943	959	2,709	2,812
Total costs and operating expenses	41,945	34,309	118,982	97,682
Loss from operations	(4,759)	(3,487)	(18,127)	(12,012)
Interest and other (expense) income, net	(49)	11	(50)	12
Loss before income taxes	(4,808)	(3,476)	(18,177)	(12,000)
Income tax expense	115	75	401	378
Net loss	(4,923)	(3,551)	(18,578)	(12,378)
Net (loss) income attributable to non-controlling interests	(104)	264	60	619
Net loss attributable to common stockholders	$ (4,819)	$ (3,815)	$ (18,638)	$ (12,997)
Net loss per share attributable to common stockholders:
Basic (in dollars per share)	$ (0.13)	$ (0.11)	$ (0.51)	$ (0.36)
Diluted (in dollars per share)	$ (0.13)	$ (0.11)	$ (0.51)	$ (0.36)
Weighted average shares used in computing net loss per share attributable to common stockholders:
Basic (in shares)	37,041	35,881	36,722	35,619
Diluted (in shares)	37,041	35,881	36,722	35,619

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Fair value measurement

9 Months Ended

Sep. 30, 2015

Fair value measurement

Fair value measurement

5. Fair value measurement

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

At September 30, 2015	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	2,230	$	—	$	—	$	2,230
Total assets	$	2,230	$	—	$	—	$	2,230

At December 31, 2014	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	5,602	$	—	$	—	$	5,602
Marketable securities	—		1,614		—		1,614
Total assets	$	5,602	$	1,614	$	—	$	7,216
Liabilities:
Contingent consideration	$	—	$	—	$	131	$	131
Total liabilities	$	—	$	—	$	131	$	131

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

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

Beginning balance, January 1, 2015	$	131
Change in fair value	(114		)
Payment of contingent consideration	(17		)
Balance, September 30, 2015	$	—

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Property and equipment

9 Months Ended

Sep. 30, 2015

Property and equipment

Property and equipment

4. Property and equipment

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

	September 30, 2015			December 31, 2014
Leasehold improvements	$	194,344		$	152,627
Construction in progress	76,574			20,104
Computer equipment	11,285			7,909
Software	22,210			17,827
Furniture, fixtures and office equipment	1,771			297
Total property and equipment	306,184			198,764
Less: accumulated depreciation and amortization	(113,275		)	(86,992		)
Total property and equipment, net	$	192,909		$	111,772

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Network access	$	6,277	$	5,027	$	17,264	$	13,400
Network operations	2,087		1,370		5,916		3,739
Development and technology	1,377		852		3,887		2,331
General and administrative	292		86		832		180
Total depreciation and amortization of property and equipment	$	10,033	$	7,335	$	27,899	$	19,650

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Fair value measurement (Tables)

9 Months Ended

Sep. 30, 2015

Fair value measurement

Schedule of financial assets and liabilities that are measured at fair value on a recurring basis

At September 30, 2015	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	2,230	$	—	$	—	$	2,230
Total assets	$	2,230	$	—	$	—	$	2,230

At December 31, 2014	Level 1		Level 2		Level 3		Total
Assets:
Money market accounts	$	5,602	$	—	$	—	$	5,602
Marketable securities	—		1,614		—		1,614
Total assets	$	5,602	$	1,614	$	—	$	7,216
Liabilities:
Contingent consideration	$	—	$	—	$	131	$	131
Total liabilities	$	—	$	—	$	131	$	131

Schedule of reconciliation of the beginning and ending amounts related to the fair value of contingent consideration for the Endeka acquisition, categorized as Level 3

Beginning balance, January 1, 2015	$	131
Change in fair value	(114		)
Payment of contingent consideration	(17		)
Balance, September 30, 2015	$	—

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Summary of significant accounting policies (Policies)

9 Months Ended

Sep. 30, 2015

Summary of significant accounting policies

Basis of presentation

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements and related notes for the three and nine months ended September 30, 2015 and 2014 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2014 contained in our annual report on Form 10-K filed with the SEC on March 16, 2015. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of our results of operations for the three and nine months ended September 30, 2015 and 2014, our cash flows for the nine months ended September 30, 2015 and 2014, and our financial position as of September 30, 2015. The year-end balance sheet data was derived from audited consolidated financial statements, but does not include all disclosures required by GAAP. Interim results are not necessarily indicative of the results to be expected for an entire year or any other future year or interim period.

Principles of consolidation

Principles of consolidation

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

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

Segment and geographical information

Segment and geographical information

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

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

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenue:
Retail	$	7,754	$	10,144	$	24,608	$	30,865
DAS	13,142		10,429		34,863		27,656
Wholesale—Wi-Fi	5,454		4,709		15,096		11,477
Military	5,257		943		13,003		2,043
Advertising and other	5,579		4,597		13,285		13,629
Total revenue	$	37,186	$	30,822	$	100,855	$	85,670

Marketable securities

Marketable securities

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

Marketable securities are reported at fair value with the related unrealized gains and losses reported as other comprehensive income (loss) until realized or until a determination is made that an other-than-temporary decline in market value has occurred. No significant unrealized gains and losses have been reported during the periods presented. Factors considered by us in assessing whether an other-than-temporary impairment has occurred include the nature of the investment, whether the decline in fair value is attributable to specific adverse conditions affecting the investment, the financial condition of the investee, the severity and the duration of the impairment and whether we have the ability to hold the investment to maturity. When it is determined that an other-than-temporary impairment has occurred, the investment is written down to its market value at the end of the period in which it is determined that an other-than-temporary decline has occurred. The cost of marketable securities sold is based upon the specific identification method. Any realized gains or losses on the sale of investments are reflected as a component of interest and other (expense) income, net.

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

Revenue recognition

Revenue recognition

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

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

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

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

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

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

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

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

Foreign currency translation

Foreign currency translation

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

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

Fair value of financial instruments

Fair value of financial instruments

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

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

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

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

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

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

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

The Company used the income approach to value the contingent consideration. The contingent consideration used a discounted cash flow method with probability weighted cash flows for Endeka Group, Inc., which we acquired in February 2013.

Recent accounting pronouncements

Recent accounting pronouncements

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

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

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

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

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

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

Income taxes

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

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

Stock incentive plans

Stock option awards

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

Restricted stock unit awards

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

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

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Credit Facility

9 Months Ended

Sep. 30, 2015

Credit Facility

Credit Facility

8. Credit Facility

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

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

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

Period	Principal Payments
October 1, 2015 — December 31, 2015	$	438
January 1, 2016 — December 31, 2016	875
January 1, 2017 — December 31, 2017	875
January 1, 2018 — December 31, 2018	875
	$	3,063

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

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

Period	Amortization Expense
October 1, 2015 — December 31, 2015	$	49
January 1, 2016 — December 31, 2016	197
January 1, 2017 — December 31, 2017	197
January 1, 2018 — December 31, 2018	175
	$	618

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

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

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Accrued expenses and other liabilities

9 Months Ended

Sep. 30, 2015

Accrued expenses and other liabilities

Accrued expenses and other liabilities

6. Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

	September 30, 2015		December 31, 2014
Revenue share	$	4,320	$	5,683
Salaries and wages	3,284		2,389
Accrued for construction-in-progress	25,467		9,438
Accrued partner network	1,501		1,105
Settlement liabilities	338		1,850
Accrued professional fees	1,075		1,241
Accrued taxes	770		327
Deferred rent	20		18
Holdback liabilities	1,600		1,615
Contingent consideration	—		131
Other	3,962		2,312
Total accrued expenses and other liabilities	$	42,337	$	26,109

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Income taxes

9 Months Ended

Sep. 30, 2015

Income taxes

Income taxes

7. Income taxes

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

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

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

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

Beginning balance, January 1, 2015	$	392
Additions for current period tax positions	—
Effective settlement during the current period	(79		)
Balance, September 30, 2015	$	313

We are subject to taxation in the United States and in various states. Our tax years 2012 and forward are subject to examination by the IRS and our tax years 2010 and forward are subject to examination by material state jurisdictions. However, due to prior year loss carryovers, the IRS and state tax authorities may examine any tax years for which the carryovers are used to offset future taxable income.

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Commitments and contingencies

9 Months Ended

Sep. 30, 2015

Commitments and contingencies

Commitments and contingencies

9. Commitments and contingencies

Letters of credit

We have entered into Letter of Credit Authorization agreements (collectively, “Letters of Credit”), which are issued under our Credit Agreement. The Letters of Credit are irrevocable and serve as performance guarantees that will allow our customers to draw upon the available funds if we are in default. As of September 30, 2015, we have Letters of Credit totaling $4,121 that are scheduled to expire or renew over the next year. There have been no drafts drawn under these Letters of Credit as of September 30, 2015.

Legal proceedings

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

Other matters

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

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Property and equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Property and equipment
Total property and equipment	$ 306,184	$ 198,764
Less: accumulated depreciation and amortization	(113,275)	(86,992)
Total property and equipment, net	192,909	111,772
Leasehold improvements
Property and equipment
Total property and equipment	194,344	152,627
Construction in progress
Property and equipment
Total property and equipment	76,574	20,104
Computer equipment
Property and equipment
Total property and equipment	11,285	7,909
Software
Property and equipment
Total property and equipment	22,210	17,827
Furniture, fixtures and office equipment
Property and equipment
Total property and equipment	$ 1,771	$ 297

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Cash and cash equivalents (Tables)

9 Months Ended

Sep. 30, 2015

Cash and cash equivalents

Schedule of cash and cash equivalents

	September 30, 2015		December 31, 2014
Cash and cash equivalents:
Cash	$	6,326	$	3,247
Money market accounts	2,230		5,602
Total cash and cash equivalents	$	8,556	$	8,849
Short-term marketable securities:
Marketable securities	$	—	$	1,614
Total short-term marketable securities	$	—	$	1,614

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Credit Facility (Tables)

9 Months Ended

Sep. 30, 2015

Credit Facility

Schedule of principal payments due under Term Loan

Period	Principal Payments
October 1, 2015 — December 31, 2015	$	438
January 1, 2016 — December 31, 2016	875
January 1, 2017 — December 31, 2017	875
January 1, 2018 — December 31, 2018	875
	$	3,063

Schedule of amortization expense for debt issuance costs

Period	Amortization Expense
October 1, 2015 — December 31, 2015	$	49
January 1, 2016 — December 31, 2016	197
January 1, 2017 — December 31, 2017	197
January 1, 2018 — December 31, 2018	175
	$	618

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Commitments and contingencies (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($) item
Underpaid revenue share payments and related interest
Other matters
Claim value	$ 4,600
Letter of Credit
Commitments and contingencies
Amount of Letters of Credit that allows entity to draw	$ 4,121
Number of drafts drawn under Letters of Credit | item	0

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Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Condensed Consolidated Statements of Comprehensive Income (Loss)
Net loss	$ (4,923)	$ (3,551)	$ (18,578)	$ (12,378)
Other comprehensive loss, net of tax
Foreign currency translation adjustments	(371)	(197)	(666)	(197)
Comprehensive loss	(5,294)	(3,748)	(19,244)	(12,575)
Comprehensive (loss) income attributable to non-controlling interest	(28)	281	181	636
Comprehensive loss attributable to common stockholders	$ (5,266)	$ (4,029)	$ (19,425)	$ (13,211)

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Cash and cash equivalents

9 Months Ended

Sep. 30, 2015

Cash and cash equivalents

Cash and cash equivalents

3. Cash and cash equivalents

Cash and cash equivalents consisted of the following:

	September 30, 2015		December 31, 2014
Cash and cash equivalents:
Cash	$	6,326	$	3,247
Money market accounts	2,230		5,602
Total cash and cash equivalents	$	8,556	$	8,849
Short-term marketable securities:
Marketable securities	$	—	$	1,614
Total short-term marketable securities	$	—	$	1,614

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

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Stock incentive plans (Tables)

9 Months Ended

Sep. 30, 2015

Stock incentive plans

Schedule of stock-based compensation expense

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Network operations	$	336	$	344	$	1,095	$	983
Development and technology	319		118		546		378
Selling and marketing	600		396		1,769		1,132
General and administrative	1,001		984		2,780		2,717
Total stock-based compensation	$	2,256	$	1,842	$	6,190	$	5,210

Summary of stock option activity

	Number of Options (000’s)		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2014	4,341		$	6.60	5.8	$	11,017
Exercised	(375	)	$	3.32
Canceled/forfeited	(135	)	$	9.82
Outstanding at September 30, 2015	3,831		$	6.80	5.2	$	10,928
Vested, exercisable and expected to vest at September 30, 2015	3,801		$	6.80	5.2	$	10,879
Exercisable at September 30, 2015	3,101		$	6.51	4.7	$	9,965

Summary of nonvested RSU activity under the 2011 Plan

	Number of Shares (000’s)		Weighted Average Grant-Date Fair Value
Non-vested at December 31, 2014	1,385		$	6.09
Granted	1,423		$	7.57
Vested	(749	)	$	8.01
Canceled/forfeited	(52	)	$	7.03
Non-vested at September 30, 2015	2,007		$	6.40

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Accrued expenses and other liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Accrued expenses and other liabilities
Revenue share	$ 4,320	$ 5,683
Salaries and wages	3,284	2,389
Accrued for construction-in-progress	25,467	9,438
Accrued partner network	1,501	1,105
Settlement liabilities	338	1,850
Accrued professional fees	1,075	1,241
Accrued taxes	770	327
Deferred rent	20	18
Holdback liabilities	1,600	1,615
Contingent consideration		131
Other	3,962	2,312
Total accrued expenses and other liabilities	$ 42,337	$ 26,109

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Summary of significant accounting policies (Tables)

9 Months Ended

Sep. 30, 2015

Summary of significant accounting policies

Summary of the entity's revenue by primary revenue source

	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Revenue:
Retail	$	7,754	$	10,144	$	24,608	$	30,865
DAS	13,142		10,429		34,863		27,656
Wholesale—Wi-Fi	5,454		4,709		15,096		11,477
Military	5,257		943		13,003		2,043
Advertising and other	5,579		4,597		13,285		13,629
Total revenue	$	37,186	$	30,822	$	100,855	$	85,670