UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2011
BOINGO WIRELESS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35155 |
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95-4856877 |
(State or other jurisdiction |
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(Commission |
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(IRS Employer |
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10960 Wilshire Blvd., Suite 800 Los Angeles, California |
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90024 | ||
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (310) 586-5180
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition
On November 3, 2011, Boingo Wireless, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2011. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index attached to this report.
SIGNATURE
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 hereunto duly authorized.
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BOINGO WIRELESS, INC. | |
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Date: November 3, 2011 |
By: |
/s/Edward Zinser |
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Edward Zinser |
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Chief Financial Officer |
EXHIBIT INDEX
Exhibit |
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Description |
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99.1 |
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Press release dated November 3, 2011 entitled Boingo Wireless Reports Strong Third Quarter 2011 Financial Results issued by Boingo Wireless, Inc. on November 3, 2011 |
Exhibit 99.1
PRESS RELEASE |
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CONTACTS: |
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Christian Gunning Director, Corporate Communications cgunning@boingo.com (310) 586-4009 |
Andrew Greenebaum / Laura Foster Addo Communications andrewg@addocommunications.com / lauraf@addocommunications.com (310) 829-5400 |
Boingo Wireless Reports Strong Third Quarter 2011 Financial Results
Revenue increases 22.1% and Adjusted EBITDA increases 57.3% versus prior year
LOS ANGELES November 3, 2011 Boingo Wireless, Inc. (NASDAQ: WIFI), the worlds leading Wi-Fi software and services provider, today announced the companys financial results for the third quarter ended September 30, 2011.
Third Quarter 2011 Financial Highlights
Boingo Wireless reported revenue of $24.7 million, compared to $20.2 million for the third quarter of 2010, an increase of 22.1 percent.
Adjusted EBITDA was $8.2 million, compared to $5.2 million for the third quarter of 2010, an increase of 57.3 percent. Adjusted EBITDA, which is a non-GAAP financial measure, is defined below and reconciled to net income (loss), the most comparable measure under GAAP, in the section entitled Use of non-GAAP financial measures.
Net income attributable to common stockholders was $1.7 million, or $0.05 per diluted share. This is compared to net income attributable to common stockholders for the third quarter of 2010 of $0.9 million, or $0.07 per diluted share.
The company generated $10.1 million in cash from operating activities and ended the third quarter with total cash and investments of $87.2 million.
Management Commentary
We are pleased with the strength of our third quarter financial results as we continue to make progress on our strategic initiatives, said David Hagan, President and Chief Executive Officer of Boingo Wireless. Both our retail and wholesale businesses contributed meaningfully, which translated into increased EBITDA, net income profitability and cash flow generation. This momentum further emphasizes our ability to execute new partner relationships, expand the installed base of our software on a global basis and leverage our leadership position in the center of the Wi-Fi ecosystem.
Business Highlights
Key accomplishments include:
· A three-year wholesale platform services agreement with LG Uplus (LG U+) to provide global Wi-Fi roaming and cellular data offload services for LG Uplus customers. Boingo also signed a separate network access agreement for its retail and wholesale customers to access over 40,000 LG Uplus hotspots in South Korea.
· An agreement with Towerstream Corporation to manage services across its state-of-the-art Wi-Fi network in Manhattan, including provisions to leverage additional networks that Towerstream may build and launch in the future.
· A roaming agreement with Wire & Wireless (Wi2) for Boingo customers to access more than 3,000 hotspots operated by the Wi2 300 service throughout Japan.
· The simplification of network access plans so that retail customers using more than one Wi-Fi enabled device now have a single account with a single monthly fee.
Business Outlook
Boingo Wireless is initiating guidance for the fourth quarter ended December 31, 2011, as follows:
Q4 2011
· Revenue is expected to be in the range of $24.3 million to $25.3 million
· Adjusted EBITDA is expected to be in the range of $7.3 million to $8.3 million
· Net income attributable to common stockholders is expected to be in the range of $1.3 million to $2.3 million, or $0.04 to $0.06 per diluted share.
Boingo Wireless guidance for the full year ended December 31, 2011, is as follows:
Full Year 2011
· Revenue is expected to be in the range of $93.0 million to $94.0 million
· Adjusted EBITDA is expected to be in the range of $27.0 million to $28.0 million
· Net income attributable to common stockholders is expected to be in the range of $3.9 million to $4.9 million, or $0.11 to $0.14 per diluted share.
Conference call information
Members of Boingo Wireless management will host a conference call to discuss its third quarter 2011 financial results and future outlook beginning at 4:30 pm ET (1:30 pm PT), today, November 3, 2011. To participate in the conference call, investors from the U.S. and Canada should dial (877) 941-4774 ten minutes prior to the scheduled start time. International callers should dial (480) 629-9760. In addition, the call will be broadcast live over the Internet hosted on the Investor Relations section of the companys website at http://investors.boingo.com and will be archived online upon completion of the conference call.
Use of non-GAAP financial measures
To supplement Boingo Wireless financial statements presented on a GAAP basis, Boingo Wireless provides Adjusted EBITDA as a supplemental measure of its performance. The company defines Adjusted EBITDA as net income (loss) attributable to common stockholders plus depreciation, accretion of convertible and redeemable stock, income taxes, amortization of intangible assets, stock-based compensation expense, non-controlling interests expense and interest and other expense (income), net.
Boingo Wireless believes Adjusted EBITDA is useful to investors in evaluating its operating performance. Boingos management uses Adjusted EBITDA in conjunction with accounting principles generally accepted in the United States of America, or GAAP, operating performance measures as part of its overall assessment of the companys performance for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its board of directors concerning its financial performance. Adjusted EBITDA should not be considered as an alternative financial measure to net (loss) income, which is the most directly comparable financial measure calculated in accordance with GAAP, or any other measure of financial performance calculated in accordance with GAAP.
About Boingo Wireless
Boingo Wireless, Inc. (NASDAQ: WIFI), the worlds leading Wi-Fi software and services provider, makes it easy, convenient and cost-effective for people to enjoy Wi-Fi access on their laptop or mobile device at more than 400,000 hotspots worldwide. With a single account, Boingo users can access the mobile internet via Boingo Network locations that include the top airports around the world, major hotel chains, cafés and coffee shops, restaurants, convention centers and metropolitan hot zones. Boingo and its Concourse Communications Group subsidiary operate wired and wireless networks at large-scale venues worldwide such as airports, major sporting arenas, malls, and convention centers, as well as quick serve restaurants. For more information about Boingo, please visit http://www.boingo.com.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as anticipates, intends, plans, seeks, believes, estimates, expects and similar references to future periods. These forward-looking statements include the quotations from management in this press release, as well as any statements regarding Boingos strategic plans and future guidance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Since forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, as well as other risk and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (SEC), including Boingos prospectus previously filed with SEC pursuant to Rule 424(b)(4) on May 5, 2011. Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.
Boingo, Boingo Wireless, the Boingo Wireless Logo and Dont Just Go. Boingo! are registered trademarks of Boingo Wireless, Inc. All other trademarks are the properties of their respective owners.
Boingo Wireless, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended |
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Nine Months Ended |
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September 30, |
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September 30, |
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2011 |
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2010 |
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2011 |
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2010 |
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Revenue |
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$ |
24,688 |
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$ |
20,214 |
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$ |
68,659 |
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$ |
59,011 |
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Costs and operating expenses: |
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Network access |
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9,647 |
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7,742 |
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27,153 |
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23,278 |
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Network operations |
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4,097 |
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3,236 |
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11,765 |
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9,725 |
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Development and technology |
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2,449 |
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1,978 |
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7,192 |
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6,194 |
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Selling and marketing |
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1,955 |
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1,509 |
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5,410 |
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4,288 |
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General and administrative |
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3,236 |
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2,554 |
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8,610 |
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7,137 |
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Amortization of intangible assets |
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323 |
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573 |
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1,392 |
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1,922 |
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Total costs and operating expenses |
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21,707 |
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17,592 |
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61,522 |
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52,544 |
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Income from operations |
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2,981 |
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2,622 |
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7,137 |
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6,467 |
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Interest and other (expense) income, net |
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13 |
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(75) |
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(292 |
) |
17 |
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Income before income taxes |
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2,994 |
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2,547 |
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6,845 |
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6,484 |
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Income taxes |
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1,194 |
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319 |
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2,067 |
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806 |
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Net income |
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1,800 |
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2,228 |
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4,778 |
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5,678 |
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Net income attributable to non-controlling interests |
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138 |
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118 |
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420 |
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350 |
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Net income attributable to Boingo Wireless, Inc. |
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1,662 |
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2,110 |
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4,358 |
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5,328 |
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Accretion of convertible preferred stock |
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¾ |
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(1,194 |
) |
(1,633 |
) |
(3,826) |
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Net income attributable to common stockholders, basic |
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$ |
1,662 |
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$ |
916 |
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$ |
2,725 |
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$ |
1,502 |
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Net income per share attributable to common stockholders: |
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Basic |
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$ |
0.05 |
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$ |
0.16 |
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$ |
0.13 |
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$ |
0.26 |
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Diluted |
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$ |
0.05 |
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$ |
0.07 |
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$ |
0.12 |
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$ |
0.17 |
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Weighted average shares used in computing net income per share attributable to common stockholders: |
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Basic |
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33,139 |
|
5,835 |
|
20,865 |
|
5,834 |
| ||||
Diluted |
|
36,678 |
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31,408 |
|
24,470 |
|
31,133 |
|
Boingo Wireless, Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share amounts)
|
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September 30, |
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December 31, |
| ||
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2011 |
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2010 |
| ||
Assets |
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Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
78,854 |
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$ |
25,721 |
|
Restricted cash |
|
1,066 |
|
1,001 |
| ||
Marketable securities |
|
8,373 |
|
9,373 |
| ||
Accounts receivable, net of allowances of $92 and $107, respectively |
|
5,892 |
|
7,946 |
| ||
Prepaid expenses and other current assets |
|
1,552 |
|
1,306 |
| ||
Deferred tax assets |
|
3,572 |
|
3,572 |
| ||
Total current assets |
|
99,309 |
|
48,919 |
| ||
Property and equipment, net |
|
39,213 |
|
36,024 |
| ||
Goodwill |
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25,512 |
|
25,512 |
| ||
Other intangible assets, net |
|
9,749 |
|
10,992 |
| ||
Deferred tax assets |
|
6,697 |
|
6,697 |
| ||
Other assets |
|
4,952 |
|
4,891 |
| ||
Total assets |
|
$ |
185,432 |
|
$ |
133,035 |
|
|
|
|
|
|
| ||
Liabilities, convertible preferred stock and stockholders equity (deficit) |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
5,830 |
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$ |
4,596 |
|
Accrued expenses and other liabilities |
|
12,017 |
|
13,531 |
| ||
Deferred revenue |
|
14,122 |
|
10,829 |
| ||
Current portion of capital leases |
|
90 |
|
420 |
| ||
Total current liabilities |
|
32,059 |
|
29,376 |
| ||
Deferred revenue, net of current portion |
|
25,757 |
|
28,149 |
| ||
Other liabilities |
|
936 |
|
2,181 |
| ||
Total liabilities |
|
58,752 |
|
59,706 |
| ||
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| ||
Commitments and contingencies |
|
|
|
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Convertible preferred stock: |
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Series A convertible preferred stock, $0.0001 par value; 5,053 shares authorized, issued and outstanding at December 31, 2010 |
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22,263 |
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Series A-2 convertible preferred stock, $0.0001 par value; 1,105 shares authorized, issued and outstanding at December 31, 2010 |
|
|
|
6,868 |
| ||
Series B convertible preferred stock, $0.0001 par value; 3,500 shares authorized, and 3,433 shares issued and outstanding at December 31, 2010 |
|
|
|
13,948 |
| ||
Series C convertible preferred stock, $0.0001 par value; 10,992 shares authorized, 10,983 shares issued and outstanding at December 31, 2010 |
|
|
|
79,890 |
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Total convertible preferred stock |
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|
|
122,969 |
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|
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|
|
| ||
Stockholders equity (deficit): |
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|
|
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Preferred stock, $0.0001 par value, 5,000 shares authorized, no shares issued and outstanding |
|
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Common stock, $0.0001 par value; 100,000 and 34,900 shares authorized, 34,390 and 7,092 shares issued, 33,169 and 5,835 shares outstanding at September 30, 2011 and December 31, 2010, respectively |
|
3 |
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|
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Treasury stock at cost, 1,257 shares |
|
|
|
(4,575) |
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Note receivable from stockholder |
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|
|
(103) |
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Additional paid in capital |
|
168,935 |
|
|
| ||
Accumulated deficit |
|
(42,434) |
|
(45,159) |
| ||
Total common stockholders equity (deficit) |
|
126,504 |
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(49,837) |
| ||
Non-controlling interests |
|
176 |
|
197 |
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Total stockholders equity (deficit) |
|
126,680 |
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(49,640) |
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Total liabilities, convertible preferred stock and stockholders equity (deficit) |
|
$ |
185,432 |
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$ |
133,035 |
|
Boingo Wireless, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
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Nine Months Ended |
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September 30, |
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|
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2011 |
|
2010 |
| ||
Cash flows from operating activities |
|
|
|
|
| ||
Net income |
|
$ |
4,778 |
|
$ |
5,678 |
|
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: |
|
|
|
|
| ||
Depreciation and amortization of property and equipment |
|
8,894 |
|
5,401 |
| ||
Amortization of intangible assets |
|
1,392 |
|
1,922 |
| ||
Stock-based compensation |
|
2,275 |
|
684 |
| ||
Forgiveness of notes receivable from stockholder |
|
103 |
|
|
| ||
Unbilled receivables |
|
(304) |
|
739 |
| ||
Change in fair value of preferred stock warrants |
|
139 |
|
|
| ||
Changes in operating assets and liabilities, net of effect of acquisition: |
|
|
|
|
| ||
Accounts receivable |
|
2,054 |
|
1,017 |
| ||
Prepaid expenses and other assets |
|
54 |
|
(1,562) |
| ||
Accounts payable |
|
55 |
|
421 |
| ||
Accrued expenses and other liabilities |
|
(355) |
|
(1,687) |
| ||
Deferred revenue |
|
901 |
|
5,578 |
| ||
Net cash provided by operating activities |
|
19,986 |
|
18,191 |
| ||
Cash flows from investing activities |
|
|
|
|
| ||
(Increase) decrease in restricted cash |
|
(65) |
|
848 |
| ||
Sales of short-term marketable securities |
|
1,000 |
|
|
| ||
Purchases of property and equipment |
|
(13,154) |
|
(5,896) |
| ||
Contractual payments related to business acquisition |
|
(127) |
|
(138) |
| ||
Net cash used in investing activities |
|
(12,346) |
|
(5,186) |
| ||
Cash flows from financing activities |
|
|
|
|
| ||
Payments of capital leases |
|
(330) |
|
(505) |
| ||
Payments to non-controlling interests |
|
(547) |
|
(399) |
| ||
Proceeds from exercise of stock options |
|
602 |
|
1 |
| ||
Proceeds from issuance of common stock upon initial public offering |
|
48,297 |
|
|
| ||
Offering costs |
|
(2,529) |
|
|
| ||
Net cash provided by (used in) financing activities |
|
45,493 |
|
(903) |
| ||
Net increase in cash and cash equivalents |
|
53,133 |
|
12,102 |
| ||
Cash and cash equivalents at beginning of period |
|
25,721 |
|
22,629 |
| ||
Cash and cash equivalents at end of period |
|
$ |
78,854 |
|
$ |
34,731 |
|
Supplemental disclosure of cash flow information |
|
|
|
|
| ||
Cash paid for interest |
|
$ |
11 |
|
$ |
23 |
|
Cash paid for taxes |
|
1,194 |
|
1,027 |
| ||
Supplemental disclosure of non-cash investing and financing activities |
|
|
|
|
| ||
Conversion of convertible preferred stock into common stock |
|
124,602 |
|
|
| ||
Retirement of treasury stock |
|
4,575 |
|
|
| ||
Property and equipment and software maintenance costs in accounts payable, accrued expenses and other liabilities |
|
2,247 |
|
2,011 |
| ||
Accretion of convertible preferred stock |
|
1,633 |
|
3,826 |
| ||
Exercise and conversion of preferred stock warrants into common stock |
|
272 |
|
|
| ||
Contractual obligation related to business acquisition in accrued expenses and other liabilities |
|
43 |
|
57 |
| ||
Acquisition of software and equipment under capital leases |
|
|
|
73 |
|
Boingo Wireless, Inc.
Schedule of Non-GAAP Reconciliations
(Unaudited)
(In thousands)
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2011 |
|
2010 |
|
2011 |
|
2010 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Net income attributable to common stockholders |
|
$ |
1,662 |
|
$ |
916 |
|
$ |
2,725 |
|
$ |
1,502 |
|
Depreciation |
|
3,555 |
|
1,833 |
|
8,894 |
|
5,401 |
| ||||
Accretion of convertible preferred stock |
|
¾ |
|
1,194 |
|
1,633 |
|
3,826 |
| ||||
Income taxes |
|
1,194 |
|
319 |
|
2,067 |
|
806 |
| ||||
Amortization of intangible assets |
|
323 |
|
573 |
|
1,392 |
|
1,922 |
| ||||
Stock-based compensation expense |
|
1,372 |
|
206 |
|
2,275 |
|
684 |
| ||||
Non-controlling interests |
|
138 |
|
118 |
|
420 |
|
350 |
| ||||
Interest and other expense (income), net |
|
(13) |
|
75 |
|
292 |
|
(17 |
) | ||||
Adjusted EBITDA |
|
$ |
8,231 |
|
$ |
5,234 |
|
$ |
19,698 |
|
$ |
14,474 |
|