10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2012

OR

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

For the transition period from             to           

Commission file number: 001-35155

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

Delaware	95-4856877
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
10960 Wilshire Blvd., Suite 800
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 o
Non-accelerated filer x	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 August 9, 2012, there were 35,031,475 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 Statement of Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to the Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	24
Item 4.	Controls and Procedures	24
PART II— OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 4.	Mine Safety Disclosures	26
Item 6.	Exhibits	26
SIGNATURES		27
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 101

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

	June 30,2012			December 31,2011
Assets
Current assets:
Cash and cash equivalents	$	56,026		$	93,933
Restricted cash	465			465
Marketable securities	42,195			—
Accounts receivable, net	7,887			7,382
Prepaid expenses and other current assets	3,153			1,103
Deferred tax assets	2,366			2,366
Total current assets	112,092			105,249
Property and equipment, net	43,859			39,717
Goodwill	25,512			25,512
Other intangible assets, net	9,067			9,511
Deferred tax assets	4,083			4,083
Other assets	3,905			4,848
Total assets	$	198,518		$	188,920
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	4,920		$	4,573
Accrued expenses and other liabilities	11,284			12,759
Deferred revenue	16,281			13,575
Current portion of capital leases	41			205
Total current liabilities	32,526			31,112
Deferred revenue, net of current portion	26,924			27,754
Long-term portion of capital leases	157			197
Other liabilities	464			778
Total liabilities	60,071			59,841
Commitments and contingencies (Note 8)
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, 34,991and 33,584 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively	4			3
Additional paid-in capital	176,970			170,721
Accumulated deficit	(38,724		)	(41,842		)
Total common stockholders’ equity	138,250			128,882
Non-controlling interests	197			197
Total stockholders’ equity	138,447			129,079
Total liabilities and stockholders’ equity	$	198,518		$	188,920

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 June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
Revenue	$	24,302	$	22,943		$	48,489	$	43,971
Costs and operating expenses:
Network access	9,661		9,169			19,516		17,506
Network operations	3,748		3,944			7,202		7,668
Development and technology	2,834		2,259			5,492		4,743
Selling and marketing	2,419		1,826			4,670		3,455
General and administrative	3,157		2,810			6,484		5,374
Amortization of intangible assets	247		508			482		1,069
Total costs and operating expenses	22,066		20,516			43,846		39,815
Income from operations	2,236		2,427			4,643		4,156
Interest and other income (expense), net	81		(239		)	137		(305		)
Income before income taxes	2,317		2,188			4,780		3,851
Income taxes	709		312			1,367		791
Net income	1,608		1,876			3,413		3,060
Net income attributable to non-controlling interests	147		145			295		282
Net income attributable to Boingo Wireless, Inc.	1,461		1,731			3,118		2,778
Accretion of convertible preferred stock	—		(438		)	—		(1,633		)
Net income attributable to common stockholders	$	1,461	$	1,293		$	3,118	$	1,145
Net income per share attributable to common stockholders:
Basic	$	0.04	$	0.06		$	0.09	$	0.08
Diluted	$	0.04	$	0.05		$	0.08	$	0.06
Weighted average shares used in computing net income per share attributable to common stockholders:
Basic	34,799		23,258			34,384		14,927
Diluted	37,403		27,269			37,321		18,902

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

4

Boingo Wireless, Inc.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

(In thousands)

	Common Stock Shares	Common Stock Amount		Additional Paid-in Capital		Accumulated Deficit			Non- Controlling Interests			Total Stockholders’ Equity
Balance at December 31, 2011	33,584	$	3	$	170,721	$	(41,842	)	$	197		$	129,079
Issuance of common stock upon exercise of stock options	1,407	1		1,883		—			—			1,884
Stock-based compensation expense	—	—		1,945		—			—			1,945
Excess tax benefits from stock-based compensation	—	—		2,421		—			—			2,421
Non-controlling interests distributions	—	—		—		—			(295		)	(295		)
Net income	—	—		—		3,118			295			3,413
Balance at June 30, 2012	34,991	$	4	$	176,970	$	(38,724	)	$	197		$	138,447

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

5

Boingo Wireless, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2012			2011
Cash flows from operating activities
Net income	$	3,413		$	3,060
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Depreciation and amortization of property and equipment	7,873			5,339
Amortization of intangible assets	482			1,069
Stock-based compensation	1,945			930
Forgiveness of note receivable from stockholder	—			103
Excess tax benefits from stock-based compensation	(588		)	—
Change in fair value of preferred stock warrants	—			140
Change in deferred income taxes	—			234
Changes in operating assets and liabilities:
Accounts receivable	(505		)	461
Unbilled receivables	—			(266		)
Prepaid expenses and other assets	1,616			470
Accounts payable	214			(2,273		)
Accrued expenses and other liabilities	(3,006		)	(1,790		)
Deferred revenue	1,876			2,423
Net cash provided by operating activities	13,320			9,900
Cash flows from investing activities
Increase in restricted cash	—			(52		)
Purchases of marketable securities available-for-sale	(42,195		)	—
Purchases of property and equipment	(10,675		)	(9,793		)
Contractual payments related to business acquisition	(14		)	(81		)
Net cash used in investing activities	(52,884		)	(9,926		)
Cash flows from financing activities
Excess tax benefits from stock-based compensation	588			—
Proceeds from exercise of stock options	1,885			558
Payments of capital leases	(174		)	(237		)
Payments to non-controlling interests	(642		)	(547		)
Proceeds from issuance of common stock upon initial public offering	—			48,297
Offering costs	—			(2,073		)
Net cash provided by financing activities	1,657			45,998
Net decrease in cash and cash equivalents	(37,907		)	45,972
Cash and cash equivalents at beginning of year	93,933			25,721
Cash and cash equivalents at end of year	$	56,026		$	71,693
Supplemental disclosure of cash flow information
Cash paid for taxes	$	279		$	1,173
Supplemental disclosure of non-cash investing and financing activities
Property and equipment and software maintenance costs in accounts payable, accrued expenses and other liabilities	3,363			2,093
Offering costs in accounts payable, accrued expenses and other liabilities	—			456
Accretion of convertible preferred stock	—			1,633
Conversion of convertible preferred stock into common stock	—			124,602
Exercise and conversion of preferred stock warrants into common stock	—			272

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

6

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 or our”) is a leading global provider of mobile Wi-Fi Internet solutions. Our solutions enable individuals to access our extensive global Wi-Fi network with devices such as smartphones, laptops and tablet computers. Boingo Wireless, Inc. was incorporated on April 16, 2001 in the State of Delaware. We have direct customer relationships with users who have purchased our mobile Internet services, and we provide solutions to our partners which include telecom operators, cable companies, technology companies, enterprise software and services companies, and communications companies to allow their millions of users to connect to the mobile Internet through hotspots in our network.

2. Summary of significant accounting policies

Basis of presentation

The accompanying interim unaudited condensed consolidated financial statements and related notes for the three and six months ended June 30, 2012 and 2011 are unaudited. The unaudited interim condensed consolidated financial information has been prepared 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, 2011 contained in our annual report on Form 10-K filed with the SEC on April 13, 2012. 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, reflects all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our results of operations for the three and six months ended June 30, 2012 and 2011, our results of cash flows for the six months ended June 30, 2012 and 2011, and our financial position as of June 30, 2012. 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 our majority owned subsidiaries. We consolidate our 70% ownership of Concourse Communications Detroit, LLC and our 70% ownership of Chicago Concourse Development Group, LLC 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. The results of operations for the acquisition of companies accounted for under the purchase method have been included in the consolidated statements of operations beginning on the closing date of the acquisition. All intercompany balances and transactions have been eliminated in consolidation.

Segment and geographical information

We operate as one reportable segment; a service provider of mobile Wi-Fi solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones and tablets. 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.

Revenue is predominately generated and all significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because to do so would be impracticable.

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 our normal operating cycle. At June 30, 2012 and December 31, 2011, we had $42,195 and $0 in short-term marketable securities, respectively, and no long-term marketable securities.

7

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 income (expense), net.

For the six months ended June 30, 2012, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale.

Revenue recognition

We generate revenue from several sources including: (i) retail customers under subscription plans for month-to-month network access that automatically renew, and retail single-use access from sales of hourly, daily or other single-use access plans, (ii) platform service arrangements with wholesale customers that provide software licensing, network access, and professional services fees and (iii) wholesale customers that are telecom operators under long-term contracts for access to our distributed antenna system (“DAS”) at our managed and operated locations. 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 customers are paid monthly in advance by charge card and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. Our charge card processor withheld three percent of our sales for future refunds for a period of six months from the month of activity, which was recognized as revenue at the time of sale because the reserve balance was not used to provide refunds to customers. The reserve amount was subject to credit evaluations and biannual reviews. Based on the contract terms with the charge card processor as of November 2011, we are no longer required to withhold sales, and as a result, at June 30, 2012, we had no charge card reserve. We do not have a stated or published refund policy for our Wi-Fi service, although our customer service representatives will provide a refund on a case-by-case basis. These amounts are not significant and are recorded as contra revenue in the period the refunds are made. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from retail single-use access is recognized when earned.

Services provided to wholesale partners under platform service arrangements generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for network usage, and (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 platform service arrangement, which is generally between two to five years. Revenue for network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing platform service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement.

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 deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. 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 term of the wholesale partner arrangement which generally range from five to ten years. Revenue from network access fees in excess of the monthly minimums is recognized when earned.

In instances where the minimum monthly 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.

8

We may provide professional services for initial implementation services for certain platform and DAS arrangements. For our existing arrangements that are accounted for under ASC 605-25, Revenue Recognition - Multiple-Deliverable Revenue Arrangements, we defer recognition of the full arrangement consideration including the initial implementation activities, and recognize all revenue ratably over the wholesale service period, as we do not have evidence of fair value for the undelivered elements in the arrangement.   Upon the adoption of ASU 2009-13, Revenue Recognition (Topic 605) — Multiple Deliverable Revenue Arrangements on January 1, 2011, certain of our platform service or DAS arrangements may require the initial implementation services to be accounted for as a separate unit of accounting.  For such arrangements entered into or materially modified after January 1, 2011, we allocate arrangement consideration at the inception of the arrangement to all units of accounting based on the relative selling price method.  We recognize the revenue associated with any implementation services that qualify for separate units of accounting upon completion of such services and all other revenue will be recognized ratably over the remaining term of the wholesale service agreement.

Advertising and other revenue is recognized when the services are performed.

Revision of prior period financial statements

During the three months ended December 31, 2011, prior period errors were identified relating to accounting for income taxes that primarily resulted from the Company’s improper recording of the following: deferred income taxes on the 2006 acquisition of Concourse Communications Group, LLC, the valuation allowance release, and tax benefits related to stock-based compensation. These errors impacted periods beginning in the year ended December 31, 2006 and subsequent periods through September 30, 2011.

In evaluating whether our previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. We concluded these errors were not material individually or in the aggregate to any of the prior reporting periods, and therefore, amendments of previously filed reports were not required. However, the cumulative error would have been material in the year ended December 31, 2011, if the entire correction was recorded in the fourth quarter of 2011. As such, the revisions for these corrections to the applicable prior periods, including for the three and six months ended June 30, 2011, are reflected in the financial information herein and will be reflected in future filings containing such financial information.

The prior period unaudited condensed consolidated financial statements for the three and six months ended June 30, 2011 included in this filing have been revised to reflect the corrections of these errors, the effects of which have been provided in summarized format below.

Revised unaudited condensed consolidated balance sheet amounts

	June 30, 2011
	As Previously Reported			Adjustment			As Revised
Deferred tax assets	$	3,572		$	(1,978	)	$	1,594
Total current assets	$	94,749		$	(1,978	)	$	92,771
Deferred tax assets, non-current	$	6,381		$	1,843		$	8,224
Total assets	$	180,503		$	(135	)	$	180,368
Accrued expenses and other liabilities	$	10,020		$	1,128		$	11,148
Total current liabilities	$	26,029		$	1,128		$	27,157
Total liabilities	$	56,892		$	1,128		$	58,020
Accumulated deficit	$	(44,096	)	$	(1,263	)	$	(45,359	)
Total common stockholders’ equity	$	123,457		$	(1,263	)	$	122,194
Total stockholders’ equity	$	123,611		$	(1,263	)	$	122,348
Total liabilities and stockholders’ equity	$	180,503		$	(135	)	$	180,368

Revised unaudited condensed consolidated statements of operations amounts

	For the Three Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	213	$	99		$	312
Net income	$	1,975	$	(99	)	$	1,876
Net income attributable to Boingo Wireless, Inc.	$	1,830	$	(99	)	$	1,731
Net income attributable to common stockholders	$	1,392	$	(99	)	$	1,293
Net income per share attributable to common stockholders—Basic	$	0.06	$	—		$	0.06
Net income per share attributable to common stockholders—Diluted	$	0.05	$	—		$	0.05

9

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	873	$	(82	)	$	791
Net income	$	2,978	$	82		$	3,060
Net income attributable to Boingo Wireless, Inc.	$	2,696	$	82		$	2,778
Net income attributable to common stockholders	$	1,063	$	82		$	1,145
Net income per share attributable to common stockholders—Basic	$	0.07	$	0.01		$	0.08
Net income per share attributable to common stockholders—Diluted	$	0.06	$	—		$	0.06

Revised unaudited condensed consolidated statements of cash flow amounts

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Net income	$	2,978	$	82		$	3,060
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Change in deferred income taxes	$	316	$	(82	)	$	234

The revisions did not change the net cash flows provided by or used in operating, investing or financing activities for the six months ended June 30, 2011.

Recent accounting pronouncements

In September 2011, the FASB issued ASU 2011-08, Intangibles—Goodwill and Other: Testing Goodwill for Impairment (“ASU 2011-08”). This ASU is intended to simplify how entities test goodwill for impairment. It permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. We perform our impairment tests on December 31 of each year. We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income, which amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income (“OCI”) as part of the statement of stockholders’ equity. Instead, it requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of OCI. The ASU does not change the items that must be reported in OCI. Subsequently, the FASB issued ASU 2011-12, Comprehensive Income — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”).  ASU 2011-12 defers indefinitely the provision within ASU 2011-05 requiring entities to present reclassification adjustments out of accumulated OCI by component in both the income statement and the statement in which OCI is presented.  ASU 2011-12 does not change the other provisions instituted within ASU 2011-05.   The Company adopted this standard effective January 1, 2012.  The adoption of this standard had no material impact on our financial position, results of operations or cash flows as the Company’s comprehensive income currently equals net income.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.GAAP and IFRS, which amends the wording used to describe many of the requirements in GAAP for measuring fair value and disclosing information about fair value measurements. The amendments in this ASU achieve the objectives of developing common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”) and improving their understandability. Some of the requirements clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

10

The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2011, with no early adoption permitted. The adoption of this standard had no material impact on our financial position, results of operations or cash flows.

3. Cash and cash equivalents and marketable securities

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

	June 30, 2012		December 31, 2011
Cash and cash equivalents:
Cash	$	15,274	$	12,851
Money market accounts	40,752		81,082
Total cash and cash equivalents	$	56,026	$	93,933
Short-term marketable securities—available-for-sale:
Marketable securities	$	42,195	$	—
Total short-term marketable securities	$	42,195	$	—

All contractual maturities of marketable securities were less than one year at June 30, 2012. These 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.  For the six months ended June 30, 2012, and 2011, interest income was $82 and $18, respectively, which is included in interest and other income (expense), net in the accompanying condensed consolidated statements of operations.

4. Property and equipment

Property and equipment consisted of the following:

	June 30, 2012			December 31, 2011
Leasehold improvements	$	73,054		$	60,030
Construction in progress	5,534			7,059
Computer equipment	7,016			6,674
Software	5,955			5,818
Office equipment	411			400
Total property and equipment	91,970			79,981
Less: accumulated depreciation and amortization	(48,111		)	(40,264		)
Total property and equipment, net	$	43,859		$	39,717

Depreciation and amortization of property and equipment is allocated as follows on the accompanying unaudited condensed consolidated statements of operations:

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Network access	$	2,479	$	1,927	$	6,144	$	3,659
Network operations	716		620		1,390		1,178
Development and technology	130		237		280		439
General and administrative	33		26		59		63
Total depreciation and amortization of property and equipment	$	3,358	$	2,810	$	7,873	$	5,339

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5. Fair value measurement

ASC 820, Fair Value Measurements and Disclosures, establishes a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1); (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2); and (iii) unobservable inputs that require us to use present value and other valuation techniques in the determination of fair value (Level 3). The following table sets forth our financial assets that are measured at fair value on a recurring basis:

At June 30, 2012	Level 1		Level 2		Total
Assets:
Cash equivalents	$	40,752	$	—	$	40,752
Marketable securities available-for-sale	—		42,195		42,195
Total assets	$	40,752	$	42,195	$	82,947

At December 31, 2011	Level 1		Level 2		Total
Assets:
Cash equivalents	$	81,082	$	—	$	81,082
Marketable securities available-for-sale	—		—		—
Total assets	$	81,082	$	—	$	81,082

Our marketable securities available-for-sale 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. The Company has evaluated the various types of securities in its 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 available-for-sale is derived through the use of a third party pricing source or recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data.

6. Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

	June 30, 2012		December 31, 2011
Revenue share	$	3,381	$	3,915
Salaries and wages	2,251		3,934
Accrued for construction-in-progress	1,792		688
Accrued partner network	859		1,274
Deferred service usage credits	211		634
Deferred rent	585		223
Accrued taxes	274		682
Amounts due to non-controlling interests	253		557
Other	1,678		852
Total accrued expenses and other liabilities	$	11,284	$	12,759

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 for the year, projections of the proportion of income 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.

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During the six months ended June 30, 2012, we recognized excess windfall tax benefits of $2.4 million from stock option exercises. These benefits will decrease income taxes payable for the year ended December 31, 2012, and were recorded as an increase to additional paid-in capital in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2012.

Income tax expense of $1,367 and $791 reflects an effective tax rate of 28.6% and 20.5% for the six months ended June 30, 2012 and 2011, respectively.  Our effective tax rate differs from the statutory rate primarily due to benefits from disqualifying dispositions of incentive stock options for the six months ended June 30, 2012 and incentive stock options that were recharacterized as nonqualified stock options for the six months ended June 30, 2011. Under current tax regulations, we do not receive a tax deduction for the issuance, exercise or disposition of incentive stock options if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time we may receive a tax deduction. We do not record tax benefits related to incentive stock options unless and until a disqualifying disposition is reported. At June 30, 2012, we have deferred tax assets of $6,449, which includes net operating loss carry-forwards and other losses. As of June 30, 2012, we have recorded no liability for income taxes associated with uncertain tax positions.

We are subject to taxation in the United States and in various states. Our tax years 2007 and forward are subject to examination by the IRS and our tax years 2006 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.

8. Commitments and contingencies

Litigation

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

9. Stock incentive plans

In March, 2011, our board of directors approved the 2011 Equity Incentive Plan (“2011 Plan”) under which 5,511,288 shares of common stock are reserved for issuance.  The 2011 Plan provides for the grant of incentive and nonstatuatory stock options, stock appreciation rights, restricted shares of our common stock, stock units, and performance cash awards.  As of January 1 of each year, the number of shares of common stock reserved for issuance under our stock incentive 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.

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

The weighted average assumptions used for newly issued stock option grants for the six months ended June 30, 2012 were an expected term of 6.1 years, an expected volatility of 49.9%, a risk free rate of return of 1.1% and no expected dividends.

We recognized stock-based compensation expense as follows:

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Network operations	$	105	$	92	$	111	$	110
Development and technology	222		125		421		161
Selling and marketing	191		134		401		174
General and administrative	434		344		1,012		456
Total stock-based compensation	$	952	$	695	$	1,945	$	901

A summary of the stock option activity under the Plan is as follows:

	Number of Options		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2011	6,601		$	5.50	7.0	$	30,996
Granted	379		$	9.60
Exercised	(1,407	)	$	1.34
Cancelled/forfeited	(192	)	$	10.89
Outstanding at June 30, 2012	5,381		$	6.68	6.96	$	30,344
Vested and expected to vest at June 30, 2012	5,219		$	6.49	6.91	$	30,268
Exercisable at June 30, 2012	2,831		$	2.08	5.26	$	27,322

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10. Net income per share attributable to common stockholders:

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

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Numerator:
Net income attributable to common stockholders, basic and diluted	$	1,461	$	1,293	$	3,118	$	1,145
Denominator:
Weighted average common stock, basic	34,799		23,258		34,384		14,927
Effect of dilutive stock options	2,604		3,989		2,937		3,953
Effect of dilutive common stock warrants	—		22		—		22
Weighted average common stock, dilutive	37,403		27,269		37,321		18,902
Net income per share attributable to common stockholders:
Basic	$	0.04	$	0.06	$	0.09	$	0.08
Diluted	$	0.04	$	0.05	$	0.08	$	0.06

The following outstanding securities were not included in the computation of diluted net income per share as the inclusion would have been anti-dilutive:

	Three Months EndedJune 30,		Six Months Ended June 30,
	2012	2011	2012	2011
Convertible preferred stocks	—	8,284	—	22,846
Options to purchase common stock	2,410	2,164	2,391	2,164
Warrants to purchase preferred stock	—	17	—	17
Total	2,410	10,465	2,391	25,027

11. Subsequent Events:

On August 6, 2012, we acquired the assets of Cloud 9 Wireless, Inc. for $3.5 million plus other contingent consideration. Cloud 9 provides Wi-Fi sponsorship and location-based advertising at more than 6,000 airports, hotels, bars and restaurants, and recreational areas in the U.S. and Canada. Due to the timing of the closing, we have not completed the purchase accounting associated with the acquisition as of the date of this report.

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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 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, 2011, filed with the Securities Exchange Commission on April 13, 2012.

Forward-Looking Statements

We revised previously issued financial statements to correct errors identified related to accounting for income taxes. The revisions were immaterial to the periods impacted, as disclosed in Note 2 of the condensed consolidated financial statements included in this report on Form 10-Q. All amounts in Item 2 of this filing are provided as revised.

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.

Overview

Boingo makes it simple to connect to the mobile Internet.

We make it easy, convenient and cost effective for individuals to find and gain access to the mobile Internet through high-speed, high-bandwidth Wi-Fi networks globally. We also manage and operate a distributed antenna system infrastructure, or DAS which is a cellular extension network. Our solution includes easy-to-use software for Wi-Fi enabled devices such as smartphones, laptops and tablet computers, and our sophisticated back-end system infrastructure that detects and enables one-click access to our extensive global Wi-Fi network. Individuals use our solutions to access what we believe is the world’s largest commercial Wi-Fi network, consisting of over 550,000 Wi-Fi locations, or hotspots, in over 100 countries at venues such as airports, hotels, coffee shops, shopping malls, arenas, stadiums and quick service restaurants.

We have direct customer relationships with users who have purchased our mobile Internet services, and we provide solutions to our partners, which include telecom operators, cable companies, technology companies, enterprise software and services companies, and communications companies to allow their millions of users to connect to the mobile Internet through hotspots in our network. As of June 30, 2012, we have grown our subscriber base to 287,000, an increase of 25.3% over the prior year period.

Individuals who are accustomed to the benefits of broadband performance at home and work are seeking the same applications, performance and availability on-the-go, through smartphones, laptops, tablet computers and other devices. We believe that this consumer demand has created a significant market opportunity that we are uniquely positioned to capture.

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We generate revenue from individual users, partners and advertisers. Individual users provide approximately half of our revenue by purchasing month-to-month subscription plans that automatically renew, or hotspot specific single-use access to our network. In addition, our partners pay us usage-based network access and software licensing fees to allow their customers access to our network. We also generate revenue from telecom operators that pay us build-out fees and access fees so that their cellular customers may use our distributed antenna system or DAS at locations where we manage and operate the Wi-Fi network. We also generate revenue from advertisers that seek to reach our users with display advertising, sponsored access and other promotional programs.

We install, manage and operate wireless network infrastructure to provide Wi-Fi services at our managed and operated hotspots, where we generally have exclusive multi-year agreements.

The mobile Internet is a complex and constantly evolving ecosystem, comprised of over a billion mobile Internet-enabled devices from dozens of manufacturers, which are powered by many different operating systems. Devices use different network technologies and must be configured with the appropriate software to detect and optimize a connection to the mobile Internet. This complexity is amplified as new device models and operating systems are released, new categories of devices become Internet-enabled, and new network technologies emerge. The increasing number of mobile Internet-enabled devices in this ecosystem is causing an even more rapid increase in data consumption. Despite spending billions of dollars every year to expand their networks, network and telecom operators still face capacity-strained networks. Innovations in broadband technologies such as 3G and 4G will not be sufficient to relieve the strain on networks. We believe we are the leading global provider of commercial mobile Wi-Fi Internet solutions. Key elements of our strategy to extend that lead are to:

·        extend footprint via our neutral-host business model;

·        expand our partner relationships;

·        increase the installed base of our software;

·        grow our business internationally and

·        drive new revenue sources.

Reconciliation of Non-GAAP Financial Measures

We define Adjusted EBITDA as net income (loss) attributable to common stockholders plus depreciation and amortization of property and equipment, accretion of convertible preferred stock, income taxes, amortization of other intangible assets, stock-based compensation expense, non-controlling interests’ expense 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-GAAP financial measures to supplement their GAAP results; and

·it is useful to exclude non-cash charges, such as accretion of convertible preferred stock, depreciation and amortization of property and equipment and asset impairment, amortization of other intangible assets and stock-based compensation, and non-core operational charges such as acquisition-related expense, 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 acquisitions, 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.

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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 income attributable to common stockholders.

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

	Three Months Ended June 30,					Six Months Ended June 30,
	2012			2011		2012			2011
	(unaudited)
	(in thousands)
Net income attributable to common stockholders	$	1,461		$	1,293	$	3,118		$	1,145
Depreciation and amortization of property and equipment	3,358			2,810		7,873			5,339
Accretion of convertible preferred stock	—			438		—			1,633
Income tax expense	709			312		1,367			791
Amortization of other intangible assets	247			508		482			1,069
Stock-based compensation expense	952			695		1,945			901
Non-controlling interests	147			145		295			282
Interest expense (income), net	(81		)	239		(137		)	305
Adjusted EBITDA	$	6,793		$	6,440	$	14,943		$	11,465

Results of Operations

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

	Three Months Ended June 30,					Six Months Ended June 30,
	2012		2011			2012		2011
	(unaudited)
	(in thousands)
Consolidated Statement of Operations Data:
Revenue	$	24,302	$	22,943		$	48,489	$	43,971
Costs and operating expenses:
Network access	9,661		9,169			19,516		17,506
Network operations	3,748		3,944			7,202		7,668
Development and technology	2,834		2,259			5,492		4,743
Selling and marketing	2,419		1,826			4,670		3,455
General and administrative	3,157		2,810			6,484		5,374
Amortization of intangible assets	247		508			482		1,069
Total costs and operating expenses	22,066		20,516			43,846		39,815
Income from operations	2,236		2,427			4,643		4,156
Interest and other (expense) income, net	81		(239		)	137		(305		)
Income before income taxes	2,317		2,188			4,780		3,851
Income taxes	709		312			1,367		791
Net income	1,608		1,876			3,413		3,060
Net income attributable to non-controlling interests	147		145			295		282
Net income attributable to Boingo Wireless, Inc.	1,461		1,731			3,118		2,778
Accretion of convertible preferred stock	—		(438		)	—		(1,633		)
Net income attributable to common stockholders	$	1,461	$	1,293		$	3,118	$	1,145

Depreciation and amortization expense included in the above line items:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(unaudited)
	(in thousands)
Network access	$	2,479	$	1,927	$	6,144	$	3,659
Network operations	716		620		1,390		1,178
Development and technology	130		237		280		439
General and administrative	33		26		59		63
Total	$	3,358	$	2,810	$	7,873	$	5,339

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Stock-based compensation expense included in the above line items:

	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(unaudited)
	(in thousands)
Network operations	$	105	$	92	$	111	$	110
Development and technology	222		125		421		161
Selling and marketing	191		134		401		174
General and administrative	434		344		1,012		456
Total	$	952	$	695	$	1,945	$	901

The $0.5 million increase in depreciation and amortization expense of property and equipment for the three months ended June 30, 2012 compared to June 30, 2011 is primarily due to DAS build-out projects.

The $2.5 million increase in depreciation and amortization expense of property and equipment for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 are due to a one-time DAS build-out project of $1.3 million and $1.2 million from other DAS build-out projects for the six months ended.

The $0.3 million and $1.0 million increase in stock-based compensation expense for the three months and six months ended June 30, 2012 respectively, as compared to the three and six months ended June 30, 2011, are primarily a result of the May 3, 2011 option grants to employees and directors in which 2.2 million shares were granted.

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

	Three Months EndedJune 30,				Six Months EndedJune 30,
	2012		2011		2012		2011
	(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	39.8		40.0		40.2		39.8
Network operations	15.4		17.2		14.9		17.4
Development and technology	11.7		9.8		11.3		10.8
Selling and marketing	9.9		8.0		9.6		7.9
General and administrative	13.0		12.2		13.4		12.2
Amortization of intangible assets	1.0		2.2		1.0		2.4
Total costs and operating expenses	90.8		89.4		90.4		90.5
Income from operations	9.2		10.6		9.6		9.5
Interest and other income (expense), net	0.3		(1.1	)	0.3		(0.7	)
Income before income taxes	9.5		9.5		9.9		8.8
Income taxes	2.9		1.4		2.8		1.8
Net income	6.6		8.1		7.1		7.0
Net income attributable to non-controlling interests	0.6		0.6		0.6		0.6
Net income attributable to Boingo Wireless, Inc.	6.0		7.5		6.5		6.4
Accretion of convertible preferred stock	—		(1.9	)	—		(3.7	)
Net income attributable to common stockholders	6.0	%	5.6	%	6.5	%	2.7	%

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Three Months ended June 30, 2012 and 2011

Revenue

	Three Months Ended June 30,
	2012			2011			Change			% Change
	(unaudited)
	(in thousands, except churn data)
Revenue:
Retail subscription	$	8,017		$	6,976		$	1,041		14.9	%
Retail single-use	3,877			4,417			(540		)	(12.2	)%
Wholesale	11,122			10,284			838			8.2	%
Advertising and other	1,286			1,266			20			1.5	%
Total revenue	$	24,302		$	22,943		$	1,359		5.9	%
Key business metrics:
Subscribers	287			229			58			25.3	%
Monthly churn	9.1		%	9.9		%	(0.8		)%	(8.1	)%
Connects	4,132			3,222			910			28.2	%

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

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

Monthly churn.  This metric shows the number of subscribers who canceled their subscriptions in a given month, expressed as a percentage of the average subscribers in that month. The churn in a given period is the average monthly churn in that period. This measure is one indicator of the longevity of our subscribers. Some of our customers who cancel subscriptions maintain accounts for single-use access.

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 and/or sponsorship and/or promotion fees.  We count each connect as a single connect regardless of how many times the individual accesses the network at a given venue during their 24 hour period. This measure is an indicator of paid activity throughout our network.

Total revenue. Total revenue increased $1.4 million or 5.9%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011.

Retail subscription. Retail subscription revenue increased $1.0 million, or 14.9%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011, due to a 25.3% increase in subscribers.  This increase in subscribers was partially offset by a decrease in our revenue per subscriber from the growing mix of lower-priced smartphone and tablet subscriptions compared to unlimited subscriptions, and sales promotions in the current quarter.

Retail single-use.  Retail single-use revenue decreased $0.5 million, or 12.2%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011. The decrease in single-use revenue was due to the increase in new customers that opted for subscriptions, increased usage from wholesale partner customers that use our service on a wholesale basis rather than purchase single-use access and greater hourly use access than day pass access.

Wholesale.  Wholesale revenue increased $0.8 million, or 8.2%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011, due to $0.6 million from new DAS build-out projects in our managed and operated locations and $0.2 million from increased partner usage-based fees.

Advertising and other.  Advertising and other revenue remained relatively unchanged for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011.

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Costs and Operating Expenses

	Three Months Ended June 30,
	2012		2011		Change			% Change
	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	9,661	$	9,169	$	492		5.4	%
Network operations	3,748		3,944		(196		)	(5.0	)%
Development and technology	2,834		2,259		575			25.5	%
Selling and marketing	2,419		1,826		593			32.5	%
General and administrative	3,157		2,810		347			12.3	%
Amortization of intangible assets	247		508		(261		)	(51.4	)%
Total costs and operating expenses	$	22,066	$	20,516	$	1,550		7.6	%

Network access. Network access costs increased $0.5 million, or 5.4%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011. The change reflects increases of $0.5 million in depreciation expense, $0.3 million from revenue share paid to venues in our managed and operated locations, $0.2 million from sale of equipment for mall build-out projects and $0.2 million from bandwidth and other cost of sales. The increase was partially offset by decreases of $0.7 million from customer usage at partner venues.

Network operations. Network operations expenses decreased $0.2 million, or 5.0%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011 due to a decrease of $0.2 million in personnel related expenses from employees transferred from network operations into the development and technology and selling and marketing departments.

Development and technology. Development and technology expenses increased $0.6 million, or 25.5% for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011 due to a $0.3 million increase in personnel related expenses, inclusive of $0.1 million in stock-based compensation expenses and $0.1 million due to employees transferred in from network operations, $0.2 million increase in hardware and software maintenance expense and $0.1 million in consulting expenses.

Selling and marketing. Selling and marketing expenses increased $0.6 million, or 32.5%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011, due to a $0.4 million increase in personnel related expenses, inclusive of $0.1 million in stock-based compensation expenses and $0.1 million due to employees transferred in from network operations, and a $0.2 million increase in marketing expenses.

General and administrative.  General and administrative expenses increased $0.3 million, or 12.3% for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011 primarily due to increase in franchise taxes and stock-based compensation.

Amortization of intangible assets.  Amortization of intangible assets expense decreased $0.3 million, or 51.4%, for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011. The decrease was due to certain acquired assets being fully amortized in the second half of 2011.

Interest and Other Income (Expense), Net

Interest and other income (expense), net, increased $0.3 million for the three months ended June 30, 2012 compared to June 30, 2011 due to $0.2 million in gains from foreign currency transactions and having a mark to market adjustment for preferred warrants in the prior year of $0.1 million.

Income Taxes

Income taxes increased $0.4 million or 127.2% in the three months ended June 30, 2012, as compared to the three months ended June 30, 2011.  In the prior quarter ended June 30, 2011 we concluded it was more likely than not that certain of our state deferred tax assets would be realizable, and therefore we received a $0.2 million benefit from the reduction of our valuation allowance. For the three months ended June 30, 2012 we also had decreased deductions from the exercise and sale of incentive stock options and increased income before income taxes of $0.1 million. Our effective tax rate also increased to 30.6% for the three months ended June 30, 2012 as compared to 14.3% for three months ended June 30, 2011.

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Non-controlling Interests

Non-controlling interests remained relatively unchanged for the three months ended June 30, 2012, as compared to the three months ended June 30, 2011.

Adjusted EBITDA

Adjusted EBITDA was $6.8 million, up 5.5% from the $6.4 million recorded in the comparable 2011 quarter.  As a percent of revenue, Adjusted EBITDA was 28.0% essentially flat to the comparable 2011 quarter. The Adjusted EBITDA increase was due primarily to $0.5 million of depreciation expense, $0.4 million from income tax expense, $0.3 million from stock-based compensation and $0.2 million from net income. These increases were partially offset by the accretion of convertible preferred stock of $0.4 million which was an add-back in the prior year quarter, decrease in other expenses of $0.3 million and decrease in amortization expenses of $0.3 million.

Six Months ended June 30, 2012 and 2011

Revenue

	Six Months Ended June 30,
	2012			2011			Change			% Change
	(unaudited)
	(in thousands, except churn data)
Revenue:
Retail subscription	$	15,864		$	13,732		$	2,132		15.5	%
Retail single-use	7,494			8,219			(725		)	(8.8	)%
Wholesale	23,206			19,800			3,406			17.2	%
Advertising and other	1,925			2,220			(295		)	(13.3	)%
Total revenue	$	48,489		$	43,971		$	4,518		10.3	%
Key business metrics:
Subscribers	287			229			58			25.3	%
Monthly churn	9.6		%	9.6		%	—			—
Connects	7,718			6,148			1,570			25.5	%

Total revenue. Total revenue increased $4.5 million or 10.3%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011.

Retail subscription. Retail subscription revenue increased $2.1 million, or 15.5%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, due to a 25.3% increase in subscribers.  This increase in subscribers was partially offset by a decrease in our revenue per subscriber from the growing mix of lower-priced smartphone or tablet subscriptions compared to unlimited subscriptions, and sales promotions in the current period.

Retail single-use.  Retail single-use revenue decreased $0.7 million, or 8.8%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011. The decrease in single-use revenue was due to the increase in new customers that opted for subscriptions, increased usage from wholesale partner customers that use our service on a wholesale basis rather than purchase single-use access and greater hourly use access than day pass access.

Wholesale.  Wholesale revenue increased $3.4 million, or 17.2%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, due to $1.4 million from a one-time DAS build-out project for an airport location, and $1.2 million from build-out projects in other managed and operated locations, $0.5 million from increased partner usage-based fees, and $0.3 million from DAS access and usage fees.

Advertising and other.  Advertising and other revenue decreased $0.3 million, or 13.3%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, due primarily to the lower level of sponsorship revenue in the first quarter of 2012.

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Costs and Operating Expenses

	Six Months Ended June 30,
	2012		2011		Change			% Change
	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	19,516	$	17,506	$	2,010		11.5	%
Network operations	7,202		7,668		(466		)	(6.1	)%
Development and technology	5,492		4,743		749			15.8	%
Selling and marketing	4,670		3,455		1,215			35.2	%
General and administrative	6,484		5,374		1,110			20.7	%
Amortization of intangible assets	482		1,069		(587		)	(54.9	)%
Total costs and operating expenses	$	43,846	$	39,815	$	4,031		10.1	%

Network access. Network access costs increased $2.0 million, or 11.5%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011. The change reflects increases of $1.3 million from a one-time DAS build-out project, $1.2 million from other DAS build-out projects, $0.7 million from revenue share paid to venues in our managed and operated locations and $0.2 million from sale of the equipment for mall build-out projects. The increase was partially offset by decreases of $1.4 million from customer usage at partner venues.

Network operations. Network operations expenses decreased $0.5 million, or 6.1%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, due to a decrease of $0.5 million in personnel related expenses inclusive of $0.4 million of employees transferred from network operations into the development and technology and selling and marketing departments, decrease of $0.1 million in travel and entertainment expense, $0.1 million in consulting costs offset by an increase of $0.2 million in internet connectivity expense.

Development and technology. Development and technology expenses increased $0.7 million, or 15.8% for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011 due to $0.5 million in personnel related expenses inclusive of $0.2 million in stock-based compensation expense and $0.2 million from employees transferred in from network operations and $0.2 million due to an increase in hardware and software maintenance expense.

Selling and marketing. Selling and marketing expenses increased $1.2 million, or 35.2%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, due to $0.7 million increase in personnel related expenses, inclusive of $0.2 million in stock-based compensation expenses and $0.2 million due to employees transferred in from network operations, $0.4 million increase in marketing expenses, and a $0.1 million increase in consulting expenses.

General and administrative.  General and administrative expenses increased $1.1 million, or 20.7%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011, due to $0.7 million increase in personnel related expenses, inclusive of $0.5 million in stock-based compensation expenses, $0.3 million increase in franchise taxes, $0.2 million increase in insurance expenses, and $0.1 million increase in credit card fees offset by a decrease of $0.1 million in bad debt expense and $0.1 million in rent expense.

Amortization of intangible assets.  Amortization of intangible assets expense decreased $0.6 million, or 54.9%, for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011. The decrease was due to certain acquired assets being fully amortized during the second half of 2011.

Interest and Other Income (Expense), Net

Interest and other income (expense), net, increased $0.4 million for the six months ended June 30, 2012 compared to the six months ended June 30, 2011, due primarily to an increase in gains from foreign currency transactions.

Income Taxes

Income taxes increased $0.6 million or 72.8% in the six months ended June 30, 2012, as compared to the six months ended June 30, 2011.  In the prior six months ended June 30, 2011 we concluded it was more likely than not that certain of our state deferred tax assets would be realizable, and therefore we received a $0.2 million benefit from the reduction of our valuation allowance. For the six months ended June 30, 2012 we also had decreased deductions from the exercise and sale of incentive stock options, and increased income before income taxes of $0.9 million. Our effective tax rate also increased to 28.6% for the six months ended June 30, 2012 as compared 20.5% for the six months ended June 30, 2011.

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Non-controlling Interests

Non-controlling interests remained relatively unchanged for the six months ended June 30, 2012, as compared to the six months ended June 30, 2011.

Adjusted EBITDA

Adjusted EBITDA was $14.9 million for the six months ended June 30, 2012, up $3.5 million or 30.3% from the $11.5 million recorded in the six months ended June 30, 2011.  As a percent of revenue, Adjusted EBITDA was 30.8%, up from 26.1% of revenue in the comparable 2011 six month period. The Adjusted EBITDA increase was due primarily to greater net income of $2.0 million, $1.3 million of depreciation from a one-time DAS build-out project, $1.2 million of depreciation from other DAS build-out projects, $1.0 million from stock-based compensation expense, and $0.6 million from income tax expense. These increases were partially offset by the accretion of convertible preferred stock of $1.6 million which was an add-back in the prior year six month period, $0.6 million in amortization expense and $0.4 million in other expenses.

Liquidity and Capital Resources

We have financed our operations primarily through cash provided by operating activities and, prior to our initial public offering (“IPO”), private placements of preferred equity securities and common stock.  Our primary sources of liquidity as of June 30, 2012 consisted of $56.0 million of cash and cash equivalents and $42.2 million of marketable securities.

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 first six months of 2012 were $10.7 million; with $8.9 million for DAS build-out projects which were reimbursed by the telecom operators.

We believe that our existing cash and cash equivalents, working capital and our cash flow from operations will be sufficient to fund our operations, planned capital expenditures and potential acquisitions 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 may 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 six months ended June 30:

	2012			2011
	(unaudited)
	(in thousands)
Net cash provided by operating activities	$	13,320		$	9,900
Net cash used in investing activities	(52,884		)	(9,926		)
Net cash provided by financing activities	1,657			45,998

Net Cash Provided by Operating Activities

For the six months ended June 30, 2012, we generated $13.3 million of net cash from operating activities which consisted of net income including non-controlling interests expense of $3.4 million, adjusted for non-cash charges for depreciation and amortization of property and equipment of $7.9 million, stock-based compensation expense of $1.9 million, amortization of intangible assets of $0.5 million offset by a decrease in excess tax benefits of $0.6 million, and increase due to changes in working capital of $0.2 million. The increase in depreciation and amortization of property and equipment was primarily due to our significant investment in DAS networks since the six months ended June 30, 2011. The increase in stock-based compensation expense was primarily due to the May 3, 2011, stock option grant of 2.2 million options to employees and directors.  The $0.2 million source of cash from working capital, compared to the $(1.0) million use of cash in six months ended June 30, 2011, was due to increase of $2.5 million in accounts payable and $1.2 million in accrued expenses and other liabilities, offset by reductions in prepaid and other assets of $(1.1) million, accounts receivable of $(0.7) million, and deferred revenue of $(0.5) million.

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Net Cash Used in Investing Activities

For the six months ended June 30, 2012, we used $52.9 million in investing activities as compared to $9.9 million for the six months ended June 30, 2011.  Our investing activities in 2012 include purchases of $42.2 million of short-term marketable securities and purchases of $10.7 million of property and equipment, primarily related to DAS build-out projects in our managed and operated locations.  For the six months ended June 30, 2011, investing activities consisted of purchases of $9.8 million in property and equipment primarily related to DAS build-out projects in our managed and operated locations.

Net Cash Provided by Financing Activities

For the six months ended June 30, 2012, we generated $1.7 million in financing activities.  This is primarily due to a $1.9 million increase in proceeds from the exercise of stock options and $0.6 million non-cash source from excess tax benefits for stock-based compensation expense, partially offset by payments to non-controlling interests of $0.6 million and payments of capital leases of $0.2 million.  For the six months ended June 30, 2011, cash provided by financing activities primarily consisted of proceeds from our initial public offering.

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, 2011 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 April 13, 2012.

Recently Issued Accounting Standards

See Note 2 to our unaudited condensed consolidated financial statements in Part I, Item 1 of this report for a description of recently issued accounting standards, including our expected dates of adoption and estimated effects on our results of operations and financial condition.

Item 3.   Quantitative and Qualitative Disclosure about Market Risk

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates. We do not hold or issue financial instruments for trading purposes.

We had cash and cash equivalents of $56.0 million and $93.9 million at June 30, 2012 and December 31, 2011, respectively. We held these amounts primarily in cash or money market funds.  We had marketable securities of $42.2 million at June 30, 2012 and none at December 31, 2011.

We hold cash and cash equivalents for working capital purposes. We do not have material exposure to market risk with respect to investments classified as cash equivalents, as these consist primarily of highly liquid investments purchased with original maturities of three months or less. Our marketable securities are also highly liquid and classified as short-term because they are expected to be realized within one year.  We do not use derivative financial instruments for speculative or trading purposes. We may, however, adopt specific hedging strategies in the future.

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 June 30, 2012, 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 on this assessment, as of June 30, 2012, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level because of the unremeditated material weakness in our internal control over financial reporting related to income taxes described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

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Notwithstanding the unremeditated material weakness described below, management believes that the condensed consolidated financial statements in this Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows for the interim and annual periods presented in accordance with generally accepted accounting principles.

As previously disclosed in our annual report on Form 10-K for the year ended December 31, 2011, we did not have adequate design or operation of controls that provide reasonable assurance that the accounting for income taxes and related disclosures were prepared in accordance with generally accepted accounting principles. Specifically, we did not have sufficient review and control with respect to the complete and accurate recording of deferred income tax assets and related valuation allowance, accrued taxes and income tax expense. This control deficiency contributed to adjustments and revisions to prior year financial statements amounts that are reflected in the condensed consolidated financial statements for the three and six months ended June 30, 2011. Accordingly, our management has determined that this control deficiency constitutes a material weakness. Because of this material weakness, management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2012.

Remediation Plan

As previously reported in our annual report on Form 10-K for the year ended December 31, 2011, our management implemented a number of remediation steps to address the material weakness in internal control surrounding the accounting for income taxes described above. Specifically, the following have been implemented:

·Re-evaluated the design of income tax accounting processes and controls and implement new and improved processes and controls, accordingly;

·Retained an experienced professional accounting firm to assist with the income tax provision and to provide a detailed review of the tax implications of complex transactions;

·Hired additional personnel with tax knowledge and experience to provide a detailed assessment of the calculation and supporting details of the accounts, to strengthen the internal review process and to assist in the implementation and management of improved processes and controls.

Management is committed to a strong internal control environment and believes that, when fully implemented and tested, the measures described above will improve our internal control over financial reporting. We will continue to assess the effectiveness of our remediation efforts in connection with our future assessments of the effectiveness of internal control over financial reporting.

Changes in Internal Control over Financial Reporting. Other than the remediation steps described above, there were no changes in our internal control over financial reporting during the quarter ended June 30, 2012 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 8 “Commitments and Contingencies,” to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report, 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, 2011, 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.

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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 4. Mine Safety Disclosures

Not Applicable

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
10.15	Transition Agreement between the Company and Niels Jonker, dated June 29, 2012.				X
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 Edward Zinser, 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	Certification of David Hagan, Chief Executive Officer, and Edward Zinser, 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 June 30, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at June 30, 2012 and December 31, 2011 for each of Boingo Wireless, Inc.; (ii) Condensed Consolidated Statements of Operations for the three months ended June 30, 2012 and 2011 for each of Boingo Wireless, Inc.; (iii) Condensed Consolidated Statements of Cash Flows for the three months ended June 30, 2012 and 2011 for each of Boingo Wireless, Inc.; (iv) Condensed Consolidated Statements of Equity (Deficit) for each of Boingo Wireless, Inc.; and (v) the Notes to Condensed Consolidated Financial Statements, tagged as blocks of text.

† Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

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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: August 14, 2012	By:	/s/ DAVID HAGAN
		David Hagan
		Chief Executive Officer
	BOINGO WIRELESS, INC.
Date: August 14, 2012	By:	/s/ EDWARD ZINSER
		Edward Zinser
		Chief Financial Officer
		(Principal Accounting Officer)

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EX-10.15

Exhibit 10.15

TRANSITION AGREEMENT

THIS TRANSITION AGREEMENT (this “Agreement”) is entered into as of June 29, 2012, by and between Niels Jonker (the “Jonker”); ACMECORP LLC, a Virginia limited 1iability company (“ACMECORP”, and jointly and severally with Jonker, the “Executive”)); and Boingo Wireless, Inc., a Delaware corporation (the “Company”).

1.Transition Period.

(a)Jonker will continue his title, position and duties as the Company’s Chief Technology Officer through June 30, 2012 (the “Transition Period,” and the last day of the Transition Period, the “Transition Date”). Following the termination of this Agreement, Executive will return to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on the Executive’s computer(s) that contain information belonging to the Company. However, upon written notice to the Company, the Executive is permitted to purchase his Company laptop, iPad, and iPhone from the Company at a mutually agreed price deemed to be the fair market value of such items as of June 30, 2012. Following the termination of this Agreement, Executive shall scrub the equipment for any property that belongs to the Company and shall provide a certificate to the Company representing that said scrubbing has been accomplished.

(b)During the term of this Agreement, in connection with Executive’s transactions in the Company’s stock of which Executive has promptly notified the Company, the Company shall prepare and transmit on behalf of Executive those filings required under Section 16 of the Security Exchange Act of 1934, as amended. Notwithstanding the foregoing, Executive shall remain ultimately responsible for the content, accuracy and timeliness of such filings. The Executive shall cooperate with the Company and shall promptly provide all such information as the Company requires in order prepare such filings on behalf of the Executive.

2.Consulting Services.

(a)Jonker will terminate full-time employment on the Transition Date. Immediately thereafter, the Executive will provide consulting services to the Company through ACMECORP for 10 hours per week (or one full 10-hour day per week) (the “Consulting Services”). Any shortfalls in hours provided in any week shall carry over into subsequent time periods, and upon the termination of this Agreement, Executive shall have either provided the minimum accumulated hours of Consulting Services to Company, or Executive shall refund the Company at the blended rate of compensation received per hour for any shortfall. Subject to the carry-over provisions in the previous sentence, Executive will be compensated for hours worked in excess of 10 per week in accordance with Section 3 below, provided that such excess hours have been approved in advance by the Company.

(b)While providing the Consulting Services, the Executive will (a) continue to provide the Company with strategic technology services; (b) assist with the transfer of Executive’s duties to his appointed successor (currently, Mr. Alan Lang); (c) perform the duties set forth in Appendix I, (c) keep accurate and complete records/time sheets of all work

performed, and provide such records to Company on a monthly basis, and (e) perform other duties assigned by the Company’s Chief Executive Officer from time to time. The Executive will be responsible for maintaining, at his own expense, a place of work, any necessary equipment and supplies, and appropriate communications facilities.

3.Compensation Arrangements.

(a)While providing the Consulting Services, the Executive will receive compensation in the amount of $10,000 per month (“Base Rate”). Upon presentation by the Executive of an invoice accompanied by supporting documentation satisfactory to the Company, the Company shall reimburse the Executive monthly for reasonable expenses, including (without limitation) reasonable travel expenses, incurred directly on behalf of the Company in connection with performing the Consulting Services. In addition, the Executive will receive compensation in the amount of $259 per hour for actual time spent travelling (i.e., flying on an airplane or riding on a train, but excluding delays, hotel stays, time for meals consumed, waiting time, etc.) and compensation in the amount of $518 per hour for each hour (or part thereof) worked in excess of 10 per week. All such fees shall be invoiced and paid monthly.

(b)Any expense reimbursements to Executive shall be made or provided in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including but not limited to the following conditions: (i) the amount of any such expense reimbursement or in-kind benefit provided to the Executive during his taxable year shall not affect any expenses eligible for reimbursement in any other taxable year; (ii) the reimbursement of the eligible expense shall be made no later than the last day of the Executive’s taxable year that immediately follows the taxable year in which the expense was incurred; and (iii) the right to any reimbursement shall not be subject to liquidation or exchange for another benefit or payment.

(c)While the Executive is providing the Consulting Services, if the Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company will pay the full amount of the Executive’s COBRA premiums on behalf of the Executive for the Executive’s continued coverage under the Company’s health, dental and vision plans, including coverage for the Executive’s eligible dependents for a period not to exceed 18 months following the Transition Date (the “COBRA Coverage”). The Executive is required to notify the Company immediately if the Executive becomes covered by a medical, dental or vision insurance plan of a subsequent employer.

(d)Notwithstanding the foregoing, if the Company determines that it cannot provide the foregoing subsidy of COBRA Coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company may instead provide the Executive with a taxable monthly payment in an amount equal to 140 percent of the monthly COBRA premium that the Executive would otherwise be required to pay to continue group health coverage. The Executive has no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis.

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(e)If this Agreement continues beyond the maximum COBRA Coverage period described in Section 3(c) above, then the Base Rate will be increased to an amount equal to $10,000 plus 140 percent of the monthly COBRA premium paid in the last month of the COBRA Coverage period.

(f)Except as provided herein, the Executive shall not be eligible to participate in any of the Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs.

4.Stock Options.

(a)Provided that the Executive seamlessly transitions from employment to consulting status without interruption as contemplated in Section 2(a), any stock options held by the Executive (the “Options”) will continue to vest and remain outstanding according to their existing terms and conditions while the Executive performs the Consulting Services, as set forth in the relevant Stock Option Agreements for such Options (the “Stock Option Agreements”). The existing applicable Stock Option Agreements between the Executive and the Company evidencing the Options will remain in full force and effect, and the parties agree to remain bound by those agreements. Once the Executive is no longer performing the Consulting Services, the Options will cease vesting and the Executive may exercise any outstanding Option until the earlier of (i) three months after Executive ceases providing the Consulting Services, or (ii) the original maximum term of the Option.

(b)To the extent that any Options qualify as “incentive stock options” within the meaning of Section 422(d) of the Code, they will continue to do so until the date that is three months following the Transition Date. To the extent that the Options remain outstanding thereafter (i.e., as a result of the Executive providing the Consulting Services), they will be treated as nonstatutory stock options and the Executive will need to satisfy all applicable federal and state income and employment withholding taxes incurred in connection with any exercise of such Options.

5.Independent Contractor.  In performing the Consulting Services for the Company pursuant to this Agreement, the Executive shall act in the capacity of an independent contractor with respect to the Company and not as an employee of the Company. As an independent contractor, the Executive shall accept any directions issued by the Company pertaining to the goals to be attained and the results to be achieved by him but shall be solely responsible for the manner and hours in which he will perform the Consulting Services under this Agreement. The Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other statutory benefit to the Executive. The Executive shall comply at his expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, OSHA regulations, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors.

3

6.Term of Agreement.

(a)Termination upon Notice.  The initial term of this Agreement shall be twelve months, and may be extended by the mutual agreement of the Executive and the Company for additional periods of six months. The Executive or the Company may terminate this Agreement at any time by giving the other party three months’ advance notice in writing. The Executive’s obligations under Sections 7, 8, 10, 11, 12 and 13 of this Agreement and any remedies for breach of this Agreement shall survive any expiration or termination of this Agreement. The Company may communicate such obligations to any other (or potential) client or employer of the Executive.

(b)Unpaid Fees and Expenses.  Upon the termination of this Agreement under Subsection (a) above, the Executive shall be entitled to (i) the accrued and earned portion of his fee, and (ii) reimbursement of expenses that were incurred before the termination becomes effective and are reimbursable under this Agreement.

7.Release of All Claims.  In consideration for the Company agreeing to continue the Executive’s employment through the Transition Date, to the fullest extent permitted by applicable law, the Executive hereby waives, releases and promises never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter, including (without limitation) any matter related to the Executive’s employment with the Company or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement or any claim to indemnification under Section 2802 of the California Labor Code.

8.Waiver.  The Executive expressly waives and releases any and all rights and benefits under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

9.No Admission.  Nothing contained in this Agreement will constitute or be treated as an admission by the Executive or the Company of liability, any wrongdoing or any violation of law.

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10.No Disparagement.  The Executive agrees never to make any negative or disparaging statements (orally or in writing) about the Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law. The Company agrees that it will use its reasonable efforts to prevent its officers and directors from ever making any negative or disparaging statements (orally or in writing) about the Executive, except as required by law.

11.Other Agreements.

(a)The Executive will remain bound by the following agreements between the Executive and the Company in accordance with their terms: (i) the Employee Inventions and Confidentiality Agreement, dated June 26, 2001, (ii) the Mutual Agreement to Arbitrate Claims, dated June 26, 2001, (iii) the Employee Noncompetition Agreement, dated July 19, 2001, and (iv) the Waiver and Amendment, dated May 24, 2005. With respect to the Employee Non-Competition Agreement dated July 19, 2001, the period of employment by the Company shall be deemed to have terminated June 30, 2012, for purposes of calculating the periods of restrictions set forth in said Employee Non-Competition Agreement.

(b)Except as expressly provided in this Agreement, this Agreement renders null and void all other prior agreements between the Executive and the Company, including the Letter Agreement between the Executive and the Company dated April 11, 2011. This Agreement constitutes the entire agreement between the Executive and the Company regarding the subject matter of this Agreement. This Agreement may be modified only in a written document signed by the Executive and a duly authorized officer of the Company.

12.Work for Others.

(a)The Company recognizes and agrees that the Executive may perform services for other parties, provided that such services do not represent a conflict of interest or a breach of the Executive’s duty to the Company. The Executive shall not disclose any confidential information of the Company nor shall the Executive disclose to the Company any confidential information of any third party to whom the Executive is providing services.

(b)The Company acknowledges that the Executive is engaged in the business of innovation and invention. For all purposes herein, the term “Inventions,” as defined below, shall include only software systems, technologies and techniques (and all related intellectual property rights) related to the Company’s business, including, without limitation, wireless technology, wireless networking, wireless networks, and the monetization, use, operation, design and security of wireless networks. Executive is free to innovate in any other area without granting the Company any rights whatsoever to such innovations as intellectual property.

13.Ownership; Rights; Proprietary Information; Publicity.

(a)The Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, trademark rights, mask work rights, sui generis database rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to

5

practice, in whole or in part, by the Executive that arise out of, the Consulting Services or any Proprietary Information (as defined below) (collectively, the “Inventions”), and the Executive shall promptly disclose and provide all Inventions to the Company. The Executive hereby makes all assignments necessary to accomplish the foregoing ownership. The Executive shall further assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments and to perfect, obtain, maintain, enforce and defend any rights assigned. The Executive hereby irrevocably designates and appoints the Company as an agent and attorney-in-fact to act for and in the Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by the Executive.

(b)The Executive agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) that the Executive develops during the term of this Agreement, learns or obtains that relate to the Company or the business or demonstrably anticipated business of the Company or that are received by or for the Company in confidence, constitute “Proprietary Information.” The Executive shall hold in confidence and not disclose or, except in performing the Consulting Services, use any Proprietary Information. However, the Executive shall not be obligated under this paragraph with respect to information that the Executive can document is or becomes readily publicly available without restriction through no fault of the Executive. Upon termination of this Agreement and as otherwise requested by the Company, the Executive shall promptly return to the Company all items and copies containing or embodying Proprietary Information, except that the Executive may keep his personal copies of his compensation records and this Agreement. The Executive also recognizes and agrees that the Executive has no expectation of privacy with respect to the Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that the Executive’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.

(c)To the extent allowed by law, Subsection (a) above and any license to the Company hereunder include all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral” or the like. Furthermore, the Executive agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any further compensation, the Company may and is hereby authorized to use the Executive’s name in connection with promotion of its business, products and services. To the extent any of the foregoing is ineffective under applicable law, the Executive hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. The Executive shall confirm any such ratifications and consents from time to time as requested by the Company. If any other person provides any Consulting Services, the Executive shall obtain the foregoing ratifications, consents and authorizations from such person for the Company’s exclusive benefit.

(d)If any part of the Consulting Services or Inventions is based on, incorporates or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating, technology or intellectual property rights owned or licensed by the Executive and not assigned hereunder, the

6

Executive hereby grants the Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of the Company’s exercise or exploitation of the Consulting Services, Inventions, other work performed hereunder or any assigned rights (including any modifications, improvements and derivatives of any of them).

(e)The parties agree that, notwithstanding anything to the contrary contained in this Agreement, “Exempt Work,” as defined in the Waiver and Amendment, dated May 24, 2005, shall not be considered “Inventions” for purposes of this Agreement and shall otherwise be exempt from the provisions of this Section 13.

14.Severability.  If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.

15.Choice of Law.  This Agreement will be construed and interpreted in accordance with the laws of the State of California (other than its choice-of-law provisions).

16.Assignment and Successors.  Neither party shall assign any right or delegate any obligation hereunder without the other party’s written consent, and any purported assignment or delegation by a party hereto without the other party’s written consent shall be void. This Agreement shall be binding upon and inure to the benefit of the Company and its successors and the Executive, his heirs, executors, administrators and legal representatives.

17.Notice.  All notices under this Agreement shall be in writing and shall be deemed given (a) when personally delivered to the other party, or (b) three days after being sent by prepaid certified or registered U.S. mail to the other party.

18.Arbitration.  Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Mutual Agreement to Arbitrate Claims, by and between the Executive and the Company dated June 26, 2001.

19.Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of the Company by its duly authorized officer, as of the day and year first above written.

/s/ Niels Jonker
Niels Jonker
BOINGO WIRELESS, INC.
By	/s/ David Hagan
Title:	President & CEO

8

APPENDIX I

1.Technology vision and leadership

a.Keep abreast of industry developments, inform team members as needed

b.Assist VP Product and SVP, Engineering in determining product/engineering direction

c.Continue to provide executive support as needed (meetings, briefings, calls)

d.Continue to provide support/background to press as needed

2.Intellectual Property

a.Continue to work on existing Boingo patent applications

b.Complete utility applications for filed provisional applications

c.Continue to identify additional opportunities to file new applications and create/assist in creating those applications

3.Continue working with strategic vendors, partners and suppliers

4.Advise staff on strategic technology and systems issues

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)) 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)  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

(c)  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
	Chief Executive Officer
	(Principal Executive Officer)
Date:	August 14, 2012

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Edward Zinser, 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)) 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)  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

(c)  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/ Edward Zinser
	Edward Zinser
	Chief Financial Officer
	(Principal Accounting Officer)
Date:	August 14, 2012

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012 of Boingo Wireless, Inc., (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Hagan, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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

Chief Executive Officer

(Principal Executive Officer)

Date: August 14, 2012

A signed original of this written statement required by Section 906 has been provided to Boingo Wireless, Inc. and will be retained by Boingo Wireless, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2012 of Boingo Wireless, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Edward Zinser, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; 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/ Edward Zinser

Edward Zinser

Chief Financial Officer

(Principal Accounting Officer)

Date: August 14, 2012

A signed original of this written statement required by Section 906 has been provided to Boingo Wireless, Inc. and will be retained by Boingo Wireless, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Income taxes (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Income taxes
Windfall tax benefits from stock option exercises			$ 2,400,000
Income tax expense	709,000	312,000	1,367,000	791,000
Effective tax rate (as a percent)			28.60%	20.50%
Deferred tax assets	$ 6,449,000		$ 6,449,000

XML

Net income per share attributable to common stockholders: (Tables)

6 Months Ended

Jun. 30, 2012

Net income per share attributable to common stockholders:

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

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Numerator:
Net income attributable to common stockholders, basic and diluted	$	1,461	$	1,293	$	3,118	$	1,145
Denominator:
Weighted average common stock, basic	34,799		23,258		34,384		14,927
Effect of dilutive stock options	2,604		3,989		2,937		3,953
Effect of dilutive common stock warrants	—		22		—		22
Weighted average common stock, dilutive	37,403		27,269		37,321		18,902
Net income per share attributable to common stockholders:
Basic	$	0.04	$	0.06	$	0.09	$	0.08
Diluted	$	0.04	$	0.05	$	0.08	$	0.06

Schedule of outstanding securities not included in computation of diluted net income per share

	Three Months EndedJune 30,		Six Months Ended June 30,
	2012	2011	2012	2011
Convertible preferred stocks	—	8,284	—	22,846
Options to purchase common stock	2,410	2,164	2,391	2,164
Warrants to purchase preferred stock	—	17	—	17
Total	2,410	10,465	2,391	25,027

XML

Cash and cash equivalents and marketable securities

6 Months Ended

Jun. 30, 2012

Cash and cash equivalents and marketable securities

Cash and cash equivalents and marketable securities

3. Cash and cash equivalents and marketable securities

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

	June 30, 2012		December 31, 2011
Cash and cash equivalents:
Cash	$	15,274	$	12,851
Money market accounts	40,752		81,082
Total cash and cash equivalents	$	56,026	$	93,933
Short-term marketable securities—available-for-sale:
Marketable securities	$	42,195	$	—
Total short-term marketable securities	$	42,195	$	—

All contractual maturities of marketable securities were less than one year at June 30, 2012. These 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.  For the six months ended June 30, 2012, and 2011, interest income was $82 and $18, respectively, which is included in interest and other income (expense), net in the accompanying condensed consolidated statements of operations.

XML

Cash and cash equivalents and marketable securities (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Dec. 31, 2010
Cash and cash equivalents:
Cash	$ 15,274		$ 12,851
Money market accounts	40,752		81,082
Total cash and cash equivalents	56,026	71,693	93,933	25,721
Short-term marketable securities available-for-sale:
Total short-term marketable securities	42,195
Interest income	$ 82	$ 18

XML

Summary of significant accounting policies (Details 3) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Revised unaudited condensed consolidated balance sheet amounts
Deferred tax assets		$ 1,594		$ 1,594
Total current assets	112,092	92,771	112,092	92,771	105,249
Deferred tax assets, non-current		8,224		8,224
Total assets	198,518	180,368	198,518	180,368	188,920
Accrued expenses and other liabilities	11,284	11,148	11,284	11,148	12,759
Total current liabilities	32,526	24,157	32,526	24,157	31,112
Total liabilities	60,071	58,020	60,071	58,020	59,841
Accumulated deficit	(38,724)	(45,359)	(38,724)	(45,359)	(41,842)
Total common stockholders' equity	138,250	122,194	138,250	122,194	128,882
Total stockholders' equity	138,447	122,348	138,447	122,348	129,079
Total liabilities and stockholders' equity	198,518	180,368	198,518	180,368	188,920
Revised unaudited condensed consolidated statements of operations amounts
Income tax expense	709	312	1,367	791
Net income	1,608	1,876	3,413	3,060
Net income attributable to Boingo Wireless, Inc.	1,461	1,731	3,118	2,778
Net income attributable to common stockholders	1,461	1,293	3,118	1,145
Net income per share attributable to common stockholders-Basic (in dollars per share)	$ 0.04	$ 0.06	$ 0.09	$ 0.08
Net income per share attributable to common stockholders-Diluted (in dollars per share)	$ 0.04	$ 0.05	$ 0.08	$ 0.06
Revised unaudited condensed consolidated statements of cash flow amounts
Net income	1,608	1,876	3,413	3,060
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Change in deferred income taxes				234
As Previously Reported
Revised unaudited condensed consolidated balance sheet amounts
Deferred tax assets		3,572		3,572
Total current assets		94,749		94,749
Deferred tax assets, non-current		6,381		6,381
Total assets		180,503		180,503
Accrued expenses and other liabilities		10,020		10,020
Total current liabilities		26,029		26,029
Total liabilities		56,892		56,892
Accumulated deficit		(44,096)		(44,096)
Total common stockholders' equity		123,457		123,457
Total stockholders' equity		123,611		123,611
Total liabilities and stockholders' equity		180,503		180,503
Revised unaudited condensed consolidated statements of operations amounts
Income tax expense		213		873
Net income		1,975		2,978
Net income attributable to Boingo Wireless, Inc.		1,830		2,696
Net income attributable to common stockholders		1,392		1,063
Net income per share attributable to common stockholders-Basic (in dollars per share)		$ 0.06		$ 0.06
Net income per share attributable to common stockholders-Diluted (in dollars per share)		$ 0.05		$ 0.05
Revised unaudited condensed consolidated statements of cash flow amounts
Net income		1,975		2,978
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Change in deferred income taxes				316
Adjustment
Revised unaudited condensed consolidated balance sheet amounts
Deferred tax assets		(1,978)		(1,978)
Total current assets		(1,978)		(1,978)
Deferred tax assets, non-current		1,843		1,843
Total assets		(135)		(135)
Accrued expenses and other liabilities		1,128		1,128
Total current liabilities		1,128		1,128
Total liabilities		1,128		1,128
Accumulated deficit		(1,263)		(1,263)
Total common stockholders' equity		(1,263)		(1,263)
Total stockholders' equity		(1,263)		(1,263)
Total liabilities and stockholders' equity		(135)		(135)
Revised unaudited condensed consolidated statements of operations amounts
Income tax expense		99		(82)
Net income		(99)		82
Net income attributable to Boingo Wireless, Inc.		(99)		82
Net income attributable to common stockholders		(99)		82
Net income per share attributable to common stockholders-Basic (in dollars per share)				$ 0.01
Revised unaudited condensed consolidated statements of cash flow amounts
Net income		(99)		82
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Change in deferred income taxes				$ (82)

XML

Property and equipment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Property and equipment
Total property and equipment	$ 91,970		$ 91,970		$ 79,981
Less: accumulated depreciation and amortization	(48,111)		(48,111)		(40,264)
Total property and equipment, net	43,859		43,859		39,717
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	3,358	2,810	7,873	5,339
Network access
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	479	1,927	6,144	3,659
Network operations
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	716	620	1,390	1,178
Development and technology
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	130	237	280	439
General and administrative
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	33	26	59	63
Leasehold improvements
Property and equipment
Total property and equipment	73,054		73,054		60,030
Construction in progress
Property and equipment
Total property and equipment	5,534		5,534		7,059
Computer equipment
Property and equipment
Total property and equipment	7,016		7,016		6,674
Software
Property and equipment
Total property and equipment	5,955		5,955		5,818
Office equipment
Property and equipment
Total property and equipment	$ 411		$ 411		$ 400

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Fair value measurement (Details) (Recurring basis, USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Level 1
Assets:
Cash equivalents	$ 40,752	$ 81,082
Total assets	40,752	81,082
Level 2
Assets:
Marketable securities available-for-sale	42,195
Total assets	42,195
Total
Assets:
Cash equivalents	40,752	81,082
Marketable securities available-for-sale	42,195
Total assets	$ 82,947	$ 81,082

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Summary of significant accounting policies

6 Months Ended

Jun. 30, 2012

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 six months ended June 30, 2012 and 2011 are unaudited. The unaudited interim condensed consolidated financial information has been prepared 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, 2011 contained in our annual report on Form 10-K filed with the SEC on April 13, 2012. 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, reflects all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our results of operations for the three and six months ended June 30, 2012 and 2011, our results of cash flows for the six months ended June 30, 2012 and 2011, and our financial position as of June 30, 2012. 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 our majority owned subsidiaries. We consolidate our 70% ownership of Concourse Communications Detroit, LLC and our 70% ownership of Chicago Concourse Development Group, LLC 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. The results of operations for the acquisition of companies accounted for under the purchase method have been included in the consolidated statements of operations beginning on the closing date of the acquisition. All intercompany balances and transactions have been eliminated in consolidation.

Segment and geographical information

We operate as one reportable segment; a service provider of mobile Wi-Fi solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones and tablets. 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.

Revenue is predominately generated and all significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because to do so would be impracticable.

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 our normal operating cycle. At June 30, 2012 and December 31, 2011, we had $42,195 and $0 in short-term marketable securities, respectively, and no long-term 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 income (expense), net.

For the six months ended June 30, 2012, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale.

Revenue recognition

We generate revenue from several sources including: (i) retail customers under subscription plans for month-to-month network access that automatically renew, and retail single-use access from sales of hourly, daily or other single-use access plans, (ii) platform service arrangements with wholesale customers that provide software licensing, network access, and professional services fees and (iii) wholesale customers that are telecom operators under long-term contracts for access to our distributed antenna system (“DAS”) at our managed and operated locations. 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 customers are paid monthly in advance by charge card and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. Our charge card processor withheld three percent of our sales for future refunds for a period of six months from the month of activity, which was recognized as revenue at the time of sale because the reserve balance was not used to provide refunds to customers. The reserve amount was subject to credit evaluations and biannual reviews. Based on the contract terms with the charge card processor as of November 2011, we are no longer required to withhold sales, and as a result, at June 30, 2012, we had no charge card reserve. We do not have a stated or published refund policy for our Wi-Fi service, although our customer service representatives will provide a refund on a case-by-case basis. These amounts are not significant and are recorded as contra revenue in the period the refunds are made. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from retail single-use access is recognized when earned.

Services provided to wholesale partners under platform service arrangements generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for network usage, and (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 platform service arrangement, which is generally between two to five years. Revenue for network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing platform service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement.

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 deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. 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 term of the wholesale partner arrangement which generally range from five to ten years. Revenue from network access fees in excess of the monthly minimums is recognized when earned.

In instances where the minimum monthly 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 may provide professional services for initial implementation services for certain platform and DAS arrangements. For our existing arrangements that are accounted for under ASC 605-25, Revenue Recognition - Multiple-Deliverable Revenue Arrangements, we defer recognition of the full arrangement consideration including the initial implementation activities, and recognize all revenue ratably over the wholesale service period, as we do not have evidence of fair value for the undelivered elements in the arrangement.   Upon the adoption of ASU 2009-13, Revenue Recognition (Topic 605) — Multiple Deliverable Revenue Arrangements on January 1, 2011, certain of our platform service or DAS arrangements may require the initial implementation services to be accounted for as a separate unit of accounting.  For such arrangements entered into or materially modified after January 1, 2011, we allocate arrangement consideration at the inception of the arrangement to all units of accounting based on the relative selling price method.  We recognize the revenue associated with any implementation services that qualify for separate units of accounting upon completion of such services and all other revenue will be recognized ratably over the remaining term of the wholesale service agreement.

Advertising and other revenue is recognized when the services are performed.

Revision of prior period financial statements

During the three months ended December 31, 2011, prior period errors were identified relating to accounting for income taxes that primarily resulted from the Company’s improper recording of the following: deferred income taxes on the 2006 acquisition of Concourse Communications Group, LLC, the valuation allowance release, and tax benefits related to stock-based compensation. These errors impacted periods beginning in the year ended December 31, 2006 and subsequent periods through September 30, 2011.

In evaluating whether our previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. We concluded these errors were not material individually or in the aggregate to any of the prior reporting periods, and therefore, amendments of previously filed reports were not required. However, the cumulative error would have been material in the year ended December 31, 2011, if the entire correction was recorded in the fourth quarter of 2011. As such, the revisions for these corrections to the applicable prior periods, including for the three and six months ended June 30, 2011, are reflected in the financial information herein and will be reflected in future filings containing such financial information.

The prior period unaudited condensed consolidated financial statements for the three and six months ended June 30, 2011 included in this filing have been revised to reflect the corrections of these errors, the effects of which have been provided in summarized format below.

Revised unaudited condensed consolidated balance sheet amounts

	June 30, 2011
	As Previously Reported			Adjustment			As Revised
Deferred tax assets	$	3,572		$	(1,978	)	$	1,594
Total current assets	$	94,749		$	(1,978	)	$	92,771
Deferred tax assets, non-current	$	6,381		$	1,843		$	8,224
Total assets	$	180,503		$	(135	)	$	180,368
Accrued expenses and other liabilities	$	10,020		$	1,128		$	11,148
Total current liabilities	$	26,029		$	1,128		$	27,157
Total liabilities	$	56,892		$	1,128		$	58,020
Accumulated deficit	$	(44,096	)	$	(1,263	)	$	(45,359	)
Total common stockholders’ equity	$	123,457		$	(1,263	)	$	122,194
Total stockholders’ equity	$	123,611		$	(1,263	)	$	122,348
Total liabilities and stockholders’ equity	$	180,503		$	(135	)	$	180,368

Revised unaudited condensed consolidated statements of operations amounts

	For the Three Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	213	$	99		$	312
Net income	$	1,975	$	(99	)	$	1,876
Net income attributable to Boingo Wireless, Inc.	$	1,830	$	(99	)	$	1,731
Net income attributable to common stockholders	$	1,392	$	(99	)	$	1,293
Net income per share attributable to common stockholders—Basic	$	0.06	$	—		$	0.06
Net income per share attributable to common stockholders—Diluted	$	0.05	$	—		$	0.05

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	873	$	(82	)	$	791
Net income	$	2,978	$	82		$	3,060
Net income attributable to Boingo Wireless, Inc.	$	2,696	$	82		$	2,778
Net income attributable to common stockholders	$	1,063	$	82		$	1,145
Net income per share attributable to common stockholders—Basic	$	0.07	$	0.01		$	0.08
Net income per share attributable to common stockholders—Diluted	$	0.06	$	—		$	0.06

Revised unaudited condensed consolidated statements of cash flow amounts

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Net income	$	2,978	$	82		$	3,060
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Change in deferred income taxes	$	316	$	(82	)	$	234

The revisions did not change the net cash flows provided by or used in operating, investing or financing activities for the six months ended June 30, 2011.

Recent accounting pronouncements

In September 2011, the FASB issued ASU 2011-08, Intangibles—Goodwill and Other: Testing Goodwill for Impairment (“ASU 2011-08”). This ASU is intended to simplify how entities test goodwill for impairment. It permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. We perform our impairment tests on December 31 of each year. We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income, which amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income (“OCI”) as part of the statement of stockholders’ equity. Instead, it requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of OCI. The ASU does not change the items that must be reported in OCI. Subsequently, the FASB issued ASU 2011-12, Comprehensive Income — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”).  ASU 2011-12 defers indefinitely the provision within ASU 2011-05 requiring entities to present reclassification adjustments out of accumulated OCI by component in both the income statement and the statement in which OCI is presented.  ASU 2011-12 does not change the other provisions instituted within ASU 2011-05.   The Company adopted this standard effective January 1, 2012.  The adoption of this standard had no material impact on our financial position, results of operations or cash flows as the Company’s comprehensive income currently equals net income.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.GAAP and IFRS, which amends the wording used to describe many of the requirements in GAAP for measuring fair value and disclosing information about fair value measurements. The amendments in this ASU achieve the objectives of developing common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”) and improving their understandability. Some of the requirements clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2011, with no early adoption permitted. The adoption of this standard had no material impact on our financial position, results of operations or cash flows.

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Accrued expenses and other liabilities (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011	Jun. 30, 2011
Accrued expenses and other liabilities
Revenue share	$ 3,381	$ 3,915
Salaries and wages	2,251	3,934
Accrued for construction-in-progress	1,792	688
Accrued partner network	859	1,274
Deferred service usage credits	211	634
Deferred rent	585	223
Accrued taxes	274	682
Amounts due to non-controlling interests	253	557
Other	1,678	852
Total accrued expenses and other liabilities	$ 11,284	$ 12,759	$ 11,148

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 56,026	$ 93,933
Restricted cash	465	465
Marketable securities	42,195
Accounts receivable, net	7,887	7,382
Prepaid expenses and other current assets	3,153	1,103
Deferred tax assets	2,366	2,366
Total current assets	112,092	105,249
Property and equipment, net	43,859	39,717
Goodwill	25,512	25,512
Other intangible assets, net	9,067	9,511
Deferred tax assets	4,083	4,083
Other assets	3,905	4,848
Total assets	198,518	188,920
Current liabilities:
Accounts payable	4,920	4,573
Accrued expenses and other liabilities	11,284	12,759
Deferred revenue	16,281	13,575
Current portion of capital leases	41	205
Total current liabilities	32,526	31,112
Deferred revenue, net of current portion	26,924	27,754
Long-term portion of capital leases	157	197
Other liabilities	464	778
Total liabilities	60,071	59,841
Commitments and contingencies (Note 8)
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, 34,991 and 33,584 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively	4	3
Additional paid-in capital	176,970	170,721
Accumulated deficit	(38,724)	(41,842)
Total common stockholders' equity	138,250	128,882
Non-controlling interests	197	197
Total stockholders' equity	138,447	129,079
Total liabilities and stockholders' equity	$ 198,518	$ 188,920

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities
Net income	$ 3,413	$ 3,060
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Depreciation and amortization of property and equipment	7,873	5,339
Amortization of intangible assets	482	1,069
Stock-based compensation	1,945	930
Forgiveness of note receivable from stockholder		103
Excess tax benefits from stock-based compensation	(588)
Change in fair value of preferred stock warrants		140
Change in deferred income taxes		234
Changes in operating assets and liabilities:
Accounts receivable	(505)	461
Unbilled receivables		(266)
Prepaid expenses and other assets	1,616	470
Accounts payable	214	(2,273)
Accrued expenses and other liabilities	(3,006)	(1,790)
Deferred revenue	1,876	2,423
Net cash provided by operating activities	13,320	9,900
Cash flows from investing activities
Increase in restricted cash		(52)
Purchases of marketable securities available-for-sale	(42,195)
Purchases of property and equipment	(10,675)	(9,793)
Contractual payments related to business acquisition	(14)	(81)
Net cash used in investing activities	(52,884)	(9,926)
Cash flows from financing activities
Excess tax benefits from stock-based compensation	588
Proceeds from exercise of stock options	1,885	558
Payments of capital leases	(174)	(237)
Payments to non-controlling interests	(642)	(547)
Proceeds from issuance of common stock upon initial public offering		48,297
Offering costs		(2,073)
Net cash provided by financing activities	1,657	45,998
Net decrease in cash and cash equivalents	(37,907)	45,972
Cash and cash equivalents at beginning of year	93,933	25,721
Cash and cash equivalents at end of year	56,026	71,693
Supplemental disclosure of cash flow information
Cash paid for taxes	279	1,173
Supplemental disclosure of non-cash investing and financing activities
Property and equipment and software maintenance costs in accounts payable, accrued expenses and other liabilities	3,363	2,093
Offering costs in accounts payable, accrued expenses and other liabilities		456
Accretion of convertible preferred stock		1,633
Conversion of convertible preferred stock into common stock		124,602
Exercise and conversion of preferred stock warrants into common stock		$ 272

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Net income per share attributable to common stockholders: (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Numerator:
Net income attributable to common stockholders, basic	$ 1,461	$ 1,293	$ 3,118	$ 1,145
Net income attributable to common stockholders, diluted	$ 1,461	$ 1,293	$ 3,118	$ 1,145
Denominator:
Weighted average common shares, basic	34,799,000	23,258,000	34,384,000	14,927,000
Effect of dilutive stock options (in shares)	2,604,000	3,989,000	2,937,000	3,953,000
Effect of dilutive common stock warrants (in shares)		22,000		22,000
Weighted average common shares, dilutive	37,403,000	27,269,000	37,321,000	18,902,000
Net income per share attributable to common stockholders:
Basic (in dollars per share)	$ 0.04	$ 0.06	$ 0.09	$ 0.08
Diluted (in dollars per share)	$ 0.04	$ 0.05	$ 0.08	$ 0.06
Anti-dilutive securities
Anti-dilutive securities excluded from the computation of diluted net income per share	2,410	10,465	2,391	25,027
Convertible preferred stocks
Anti-dilutive securities
Anti-dilutive securities excluded from the computation of diluted net income per share		8,284		22,846
Options to purchase common stock
Anti-dilutive securities
Anti-dilutive securities excluded from the computation of diluted net income per share	2,410	2,164	2,391	2,164
Warrants to purchase preferred stock
Anti-dilutive securities
Anti-dilutive securities excluded from the computation of diluted net income per share		17		17

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Fair value measurement (Tables)

6 Months Ended

Jun. 30, 2012

Fair value measurement

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

At June 30, 2012	Level 1		Level 2		Total
Assets:
Cash equivalents	$	40,752	$	—	$	40,752
Marketable securities available-for-sale	—		42,195		42,195
Total assets	$	40,752	$	42,195	$	82,947

At December 31, 2011	Level 1		Level 2		Total
Assets:
Cash equivalents	$	81,082	$	—	$	81,082
Marketable securities available-for-sale	—		—		—
Total assets	$	81,082	$	—	$	81,082

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Subsequent events: (Subsequent Events, Cloud Nine Media, USD $) In Millions, unless otherwise specified		1 Months Ended
	Aug. 06, 2012	Aug. 31, 2012 Minimum location
Subsequent Events:
Total number of airports, hotels, bars and restaurants, and assets of recreational areas in the U.S. and Canada in which services are provided		6,000
Cost of acquired entity, excluding contingent consideration	$ 3.5

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Stock incentive plans (Tables)

6 Months Ended

Jun. 30, 2012

Stock incentive plans

Schedule of recognized stock-based compensation expense

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Network operations	$	105	$	92	$	111	$	110
Development and technology	222		125		421		161
Selling and marketing	191		134		401		174
General and administrative	434		344		1,012		456
Total stock-based compensation	$	952	$	695	$	1,945	$	901

Schedule of stock option activity

	Number of Options		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2011	6,601		$	5.50	7.0	$	30,996
Granted	379		$	9.60
Exercised	(1,407	)	$	1.34
Cancelled/forfeited	(192	)	$	10.89
Outstanding at June 30, 2012	5,381		$	6.68	6.96	$	30,344
Vested and expected to vest at June 30, 2012	5,219		$	6.49	6.91	$	30,268
Exercisable at June 30, 2012	2,831		$	2.08	5.26	$	27,322

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The business

6 Months Ended

Jun. 30, 2012

The business

The business

1. The business

Boingo Wireless, Inc. and its subsidiaries (collectively “we, us or our”) is a leading global provider of mobile Wi-Fi Internet solutions. Our solutions enable individuals to access our extensive global Wi-Fi network with devices such as smartphones, laptops and tablet computers. Boingo Wireless, Inc. was incorporated on April 16, 2001 in the State of Delaware. We have direct customer relationships with users who have purchased our mobile Internet services, and we provide solutions to our partners which include telecom operators, cable companies, technology companies, enterprise software and services companies, and communications companies to allow their millions of users to connect to the mobile Internet through hotspots in our network.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
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	34,991	33,584
Common stock, shares outstanding	34,991	33,584

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Subsequent Events:

6 Months Ended

Jun. 30, 2012

Subsequent Events:

Subsequent Events:

11. Subsequent Events:

On August 6, 2012, we acquired the assets of Cloud 9 Wireless, Inc. for $3.5 million plus other contingent consideration. Cloud 9 provides Wi-Fi sponsorship and location-based advertising at more than 6,000 airports, hotels, bars and restaurants, and recreational areas in the U.S. and Canada. Due to the timing of the closing, we have not completed the purchase accounting associated with the acquisition as of the date of this report. 

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 09, 2012
Document and Entity Information
Entity Registrant Name	BOINGO WIRELESS INC
Entity Central Index Key	0001169988
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		35,031,475
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2

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Summary of significant accounting policies (Policies)

6 Months Ended

Jun. 30, 2012

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 six months ended June 30, 2012 and 2011 are unaudited. The unaudited interim condensed consolidated financial information has been prepared 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, 2011 contained in our annual report on Form 10-K filed with the SEC on April 13, 2012. 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, reflects all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of our results of operations for the three and six months ended June 30, 2012 and 2011, our results of cash flows for the six months ended June 30, 2012 and 2011, and our financial position as of June 30, 2012. 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 our majority owned subsidiaries. We consolidate our 70% ownership of Concourse Communications Detroit, LLC and our 70% ownership of Chicago Concourse Development Group, LLC 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. The results of operations for the acquisition of companies accounted for under the purchase method have been included in the consolidated statements of operations beginning on the closing date of the acquisition. All intercompany balances and transactions have been eliminated in consolidation.

Segment and geographical information

Segment and geographical information

We operate as one reportable segment; a service provider of mobile Wi-Fi solutions across our managed and operated network and aggregated network for mobile devices such as laptops, smartphones and tablets. 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.

Revenue is predominately generated and all significant long-lived tangible assets are held in the United States of America. We do not disclose sales by geographic area because to do so would be impracticable.

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 our normal operating cycle. At June 30, 2012 and December 31, 2011, we had $42,195 and $0 in short-term marketable securities, respectively, and no long-term 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 income (expense), net.

For the six months ended June 30, 2012, we had no significant realized or unrealized gains or losses from investments in marketable securities classified as available-for-sale.

Revenue recognition

Revenue recognition

We generate revenue from several sources including: (i) retail customers under subscription plans for month-to-month network access that automatically renew, and retail single-use access from sales of hourly, daily or other single-use access plans, (ii) platform service arrangements with wholesale customers that provide software licensing, network access, and professional services fees and (iii) wholesale customers that are telecom operators under long-term contracts for access to our distributed antenna system (“DAS”) at our managed and operated locations. 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 customers are paid monthly in advance by charge card and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. Our charge card processor withheld three percent of our sales for future refunds for a period of six months from the month of activity, which was recognized as revenue at the time of sale because the reserve balance was not used to provide refunds to customers. The reserve amount was subject to credit evaluations and biannual reviews. Based on the contract terms with the charge card processor as of November 2011, we are no longer required to withhold sales, and as a result, at June 30, 2012, we had no charge card reserve. We do not have a stated or published refund policy for our Wi-Fi service, although our customer service representatives will provide a refund on a case-by-case basis. These amounts are not significant and are recorded as contra revenue in the period the refunds are made. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from retail single-use access is recognized when earned.

Services provided to wholesale partners under platform service arrangements generally contain several elements including: (i) a term license to use our software to access our Wi-Fi network, (ii) access fees for network usage, and (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 platform service arrangement, which is generally between two to five years. Revenue for network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within existing platform service arrangements are generally delivered and earned concurrently throughout the term of the respective service arrangement.

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 deferred and recognized ratably over the term of the estimated customer relationship period, once the build-out is complete. 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 term of the wholesale partner arrangement which generally range from five to ten years. Revenue from network access fees in excess of the monthly minimums is recognized when earned.

In instances where the minimum monthly 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 may provide professional services for initial implementation services for certain platform and DAS arrangements. For our existing arrangements that are accounted for under ASC 605-25, Revenue Recognition - Multiple-Deliverable Revenue Arrangements, we defer recognition of the full arrangement consideration including the initial implementation activities, and recognize all revenue ratably over the wholesale service period, as we do not have evidence of fair value for the undelivered elements in the arrangement.   Upon the adoption of ASU 2009-13, Revenue Recognition (Topic 605) — Multiple Deliverable Revenue Arrangements on January 1, 2011, certain of our platform service or DAS arrangements may require the initial implementation services to be accounted for as a separate unit of accounting.  For such arrangements entered into or materially modified after January 1, 2011, we allocate arrangement consideration at the inception of the arrangement to all units of accounting based on the relative selling price method.  We recognize the revenue associated with any implementation services that qualify for separate units of accounting upon completion of such services and all other revenue will be recognized ratably over the remaining term of the wholesale service agreement.

Advertising and other revenue is recognized when the services are performed.

Revision of prior period financial statements

Revision of prior period financial statements

During the three months ended December 31, 2011, immaterial prior period errors were identified relating to accounting for income taxes that primarily resulted from the Company’s improper recording of the following: deferred income taxes on the 2006 acquisition of Concourse Communications Group, LLC, the valuation allowance release, and tax benefits related to stock-based compensation. These errors impacted periods beginning in the year ended December 31, 2006 and subsequent periods through September 30, 2011.

In evaluating whether our previously issued consolidated financial statements were materially misstated, the Company considered the guidance in ASC Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. We concluded these errors were not material individually or in the aggregate to any of the prior reporting periods, and therefore, amendments of previously filed reports were not required. However, the cumulative error would have been material in the year ended December 31, 2011, if the entire correction was recorded in the fourth quarter of 2011. As such, the revisions for these corrections to the applicable prior periods, including for the three and six months ended June 30, 2011, are reflected in the financial information herein and will be reflected in future filings containing such financial information.

The prior period unaudited condensed consolidated financial statements for the three and six months ended June 30, 2011 included in this filing have been revised to reflect the corrections of these errors, the effects of which have been provided in summarized format below.

Revised unaudited condensed consolidated balance sheet amounts

	June 30, 2011
	As Previously Reported			Adjustment			As Revised
Deferred tax assets	$	3,572		$	(1,978	)	$	1,594
Total current assets	$	94,749		$	(1,978	)	$	92,771
Deferred tax assets, non-current	$	6,381		$	1,843		$	8,224
Total assets	$	180,503		$	(135	)	$	180,368
Accrued expenses and other liabilities	$	10,020		$	1,128		$	11,148
Total current liabilities	$	26,029		$	1,128		$	27,157
Total liabilities	$	56,892		$	1,128		$	58,020
Accumulated deficit	$	(44,096	)	$	(1,263	)	$	(45,359	)
Total common stockholders’ equity	$	123,457		$	(1,263	)	$	122,194
Total stockholders’ equity	$	123,611		$	(1,263	)	$	122,348
Total liabilities and stockholders’ equity	$	180,503		$	(135	)	$	180,368

Revised unaudited condensed consolidated statements of operations amounts

	For the Three Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	213	$	99		$	312
Net income	$	1,975	$	(99	)	$	1,876
Net income attributable to Boingo Wireless, Inc.	$	1,830	$	(99	)	$	1,731
Net income attributable to common stockholders	$	1,392	$	(99	)	$	1,293
Net income per share attributable to common stockholders—Basic	$	0.06	$	—		$	0.06
Net income per share attributable to common stockholders—Diluted	$	0.05	$	—		$	0.05

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	873	$	(82	)	$	791
Net income	$	2,978	$	82		$	3,060
Net income attributable to Boingo Wireless, Inc.	$	2,696	$	82		$	2,778
Net income attributable to common stockholders	$	1,063	$	82		$	1,145
Net income per share attributable to common stockholders—Basic	$	0.07	$	0.01		$	0.08
Net income per share attributable to common stockholders—Diluted	$	0.06	$	—		$	0.06

Revised unaudited condensed consolidated statements of cash flow amounts

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Net income	$	2,978	$	82		$	3,060
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Change in deferred income taxes	$	316	$	(82	)	$	234

The revisions did not change the net cash flows provided by or used in operating, investing or financing activities for the six months ended June 30, 2011.

Recent accounting pronouncements

Recent accounting pronouncements

In September 2011, the FASB issued ASU 2011-08, Intangibles—Goodwill and Other: Testing Goodwill for Impairment (“ASU 2011-08”). This ASU is intended to simplify how entities test goodwill for impairment. It permits an entity to first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test described in ASC 350. The more-likely-than-not threshold is defined as having a likelihood of more than 50%. ASU 2011-08 will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. We perform our impairment tests on December 31 of each year. We do not expect the adoption of this update to have a material impact on our financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU 2011-05, Comprehensive Income: Presentation of Comprehensive Income, which amends current comprehensive income guidance. This ASU eliminates the option to present the components of other comprehensive income (“OCI”) as part of the statement of stockholders’ equity. Instead, it requires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. Under the two-statement approach, the first statement would include components of net income, which is consistent with the income statement format used today, and the second statement would include components of OCI. The ASU does not change the items that must be reported in OCI. Subsequently, the FASB issued ASU 2011-12, Comprehensive Income — Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05 (“ASU 2011-12”).  ASU 2011-12 defers indefinitely the provision within ASU 2011-05 requiring entities to present reclassification adjustments out of accumulated OCI by component in both the income statement and the statement in which OCI is presented.  ASU 2011-12 does not change the other provisions instituted within ASU 2011-05.   The Company adopted this standard effective January 1, 2012.  The adoption of this standard had no material impact on our financial position, results of operations or cash flows as the Company’s comprehensive income currently equals net income.

In May 2011, the FASB issued ASU 2011-04, Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S.GAAP and IFRS, which amends the wording used to describe many of the requirements in GAAP for measuring fair value and disclosing information about fair value measurements. The amendments in this ASU achieve the objectives of developing common fair value measurement and disclosure requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”) and improving their understandability. Some of the requirements clarify the FASB’s intent about the application of existing fair value measurement requirements while other amendments change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements.

The amendments in this ASU are effective prospectively for interim and annual periods beginning after December 15, 2011, with no early adoption permitted. The adoption of this standard had no material impact on our financial position, results of operations or cash flows.

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Condensed Consolidated Statements of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenue	$ 24,302	$ 22,943	$ 48,489	$ 43,971
Costs and operating expenses:
Network access	9,661	9,169	19,516	17,506
Network operations	3,748	3,944	7,202	7,668
Development and technology	2,834	2,259	5,492	4,743
Selling and marketing	2,419	1,826	4,670	3,455
General and administrative	3,157	2,810	6,484	5,374
Amortization of intangible assets	247	508	482	1,069
Total costs and operating expenses	22,066	20,516	43,846	39,815
Income from operations	2,236	2,427	4,643	4,156
Interest and other income (expense), net	81	(239)	137	(305)
Income before income taxes	2,317	2,188	4,780	3,851
Income taxes	709	312	1,367	791
Net income	1,608	1,876	3,413	3,060
Net income attributable to non-controlling interests	147	145	295	282
Net income attributable to Boingo Wireless, Inc.	1,461	1,731	3,118	2,778
Accretion of convertible preferred stock		(438)		(1,633)
Net income attributable to common stockholders	$ 1,461	$ 1,293	$ 3,118	$ 1,145
Net income per share attributable to common stockholders:
Basic (in dollars per share)	$ 0.04	$ 0.06	$ 0.09	$ 0.08
Diluted (in dollars per share)	$ 0.04	$ 0.05	$ 0.08	$ 0.06
Weighted average shares used in computing net income per share attributable to common stockholders:
Basic (in shares)	34,799	23,258	34,384	14,927
Diluted (in shares)	37,403	27,269	37,321	18,902

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Accrued expenses and other liabilities

6 Months Ended

Jun. 30, 2012

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:

	June 30, 2012		December 31, 2011
Revenue share	$	3,381	$	3,915
Salaries and wages	2,251		3,934
Accrued for construction-in-progress	1,792		688
Accrued partner network	859		1,274
Deferred service usage credits	211		634
Deferred rent	585		223
Accrued taxes	274		682
Amounts due to non-controlling interests	253		557
Other	1,678		852
Total accrued expenses and other liabilities	$	11,284	$	12,759

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Fair value measurement

6 Months Ended

Jun. 30, 2012

Fair value measurement

Fair value measurement

5. Fair value measurement

ASC 820, Fair Value Measurements and Disclosures, establishes a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) quoted prices (unadjusted) in active markets for identical assets and liabilities (Level 1); (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2); and (iii) unobservable inputs that require us to use present value and other valuation techniques in the determination of fair value (Level 3). The following table sets forth our financial assets that are measured at fair value on a recurring basis:

At June 30, 2012	Level 1		Level 2		Total
Assets:
Cash equivalents	$	40,752	$	—	$	40,752
Marketable securities available-for-sale	—		42,195		42,195
Total assets	$	40,752	$	42,195	$	82,947

At December 31, 2011	Level 1		Level 2		Total
Assets:
Cash equivalents	$	81,082	$	—	$	81,082
Marketable securities available-for-sale	—		—		—
Total assets	$	81,082	$	—	$	81,082

Our marketable securities available-for-sale 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. The Company has evaluated the various types of securities in its 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 available-for-sale is derived through the use of a third party pricing source or recent reported trades for identical or similar securities, making adjustments through the reporting date based upon available market observable data.

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Accrued expenses and other liabilities (Tables)

6 Months Ended

Jun. 30, 2012

Accrued expenses and other liabilities

Schedule of accrued expenses and other liabilities

	June 30, 2012		December 31, 2011
Revenue share	$	3,381	$	3,915
Salaries and wages	2,251		3,934
Accrued for construction-in-progress	1,792		688
Accrued partner network	859		1,274
Deferred service usage credits	211		634
Deferred rent	585		223
Accrued taxes	274		682
Amounts due to non-controlling interests	253		557
Other	1,678		852
Total accrued expenses and other liabilities	$	11,284	$	12,759

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Summary of significant accounting policies (Tables)

6 Months Ended

Jun. 30, 2012

Summary of significant accounting policies

Schedule of revised unaudited condensed consolidated balance sheet amounts

	June 30, 2011
	As Previously Reported			Adjustment			As Revised
Deferred tax assets	$	3,572		$	(1,978	)	$	1,594
Total current assets	$	94,749		$	(1,978	)	$	92,771
Deferred tax assets, non-current	$	6,381		$	1,843		$	8,224
Total assets	$	180,503		$	(135	)	$	180,368
Accrued expenses and other liabilities	$	10,020		$	1,128		$	11,148
Total current liabilities	$	26,029		$	1,128		$	27,157
Total liabilities	$	56,892		$	1,128		$	58,020
Accumulated deficit	$	(44,096	)	$	(1,263	)	$	(45,359	)
Total common stockholders’ equity	$	123,457		$	(1,263	)	$	122,194
Total stockholders’ equity	$	123,611		$	(1,263	)	$	122,348
Total liabilities and stockholders’ equity	$	180,503		$	(135	)	$	180,368

Schedule of revised unaudited condensed consolidated statements of operations amounts

	For the Three Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	213	$	99		$	312
Net income	$	1,975	$	(99	)	$	1,876
Net income attributable to Boingo Wireless, Inc.	$	1,830	$	(99	)	$	1,731
Net income attributable to common stockholders	$	1,392	$	(99	)	$	1,293
Net income per share attributable to common stockholders—Basic	$	0.06	$	—		$	0.06
Net income per share attributable to common stockholders—Diluted	$	0.05	$	—		$	0.05

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Income tax expense	$	873	$	(82	)	$	791
Net income	$	2,978	$	82		$	3,060
Net income attributable to Boingo Wireless, Inc.	$	2,696	$	82		$	2,778
Net income attributable to common stockholders	$	1,063	$	82		$	1,145
Net income per share attributable to common stockholders—Basic	$	0.07	$	0.01		$	0.08
Net income per share attributable to common stockholders—Diluted	$	0.06	$	—		$	0.06

Schedule of revised unaudited condensed consolidated statements of cash flow amounts

	For the Six Months Ended June 30, 2011
	As Previously Reported		Adjustment			As Revised
Net income	$	2,978	$	82		$	3,060
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:
Change in deferred income taxes	$	316	$	(82	)	$	234

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Stock incentive plans

6 Months Ended

Jun. 30, 2012

Stock incentive plans

Stock incentive plans

9. Stock incentive plans

In March, 2011, our board of directors approved the 2011 Equity Incentive Plan (“2011 Plan”) under which 5,511,288 shares of common stock are reserved for issuance.  The 2011 Plan provides for the grant of incentive and nonstatuatory stock options, stock appreciation rights, restricted shares of our common stock, stock units, and performance cash awards.  As of January 1 of each year, the number of shares of common stock reserved for issuance under our stock incentive 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.

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

The weighted average assumptions used for newly issued stock option grants for the six months ended June 30, 2012 were an expected term of 6.1 years, an expected volatility of 49.9%, a risk free rate of return of 1.1% and no expected dividends.

We recognized stock-based compensation expense as follows:

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Network operations	$	105	$	92	$	111	$	110
Development and technology	222		125		421		161
Selling and marketing	191		134		401		174
General and administrative	434		344		1,012		456
Total stock-based compensation	$	952	$	695	$	1,945	$	901

A summary of the stock option activity under the Plan is as follows:

	Number of Options		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2011	6,601		$	5.50	7.0	$	30,996
Granted	379		$	9.60
Exercised	(1,407	)	$	1.34
Cancelled/forfeited	(192	)	$	10.89
Outstanding at June 30, 2012	5,381		$	6.68	6.96	$	30,344
Vested and expected to vest at June 30, 2012	5,219		$	6.49	6.91	$	30,268
Exercisable at June 30, 2012	2,831		$	2.08	5.26	$	27,322

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Income taxes

6 Months Ended

Jun. 30, 2012

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 for the year, projections of the proportion of income 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.

During the six months ended June 30, 2012, we recognized excess windfall tax benefits of $2.4 million from stock option exercises. These benefits will decrease income taxes payable for the year ended December 31, 2012, and were recorded as an increase to additional paid-in capital in the accompanying unaudited condensed consolidated balance sheet as of June 30, 2012.

Income tax expense of $1,367 and $791 reflects an effective tax rate of 28.6% and 20.5% for the six months ended June 30, 2012 and 2011, respectively.  Our effective tax rate differs from the statutory rate primarily due to benefits from disqualifying dispositions of incentive stock options for the six months ended June 30, 2012 and incentive stock options that were recharacterized as nonqualified stock options for the six months ended June 30, 2011. Under current tax regulations, we do not receive a tax deduction for the issuance, exercise or disposition of incentive stock options if the employee meets certain holding requirements. If the employee does not meet the holding requirements, a disqualifying disposition occurs, at which time we may receive a tax deduction. We do not record tax benefits related to incentive stock options unless and until a disqualifying disposition is reported. At June 30, 2012, we have deferred tax assets of $6,449, which includes net operating loss carry-forwards and other losses. As of June 30, 2012, we have recorded no liability for income taxes associated with uncertain tax positions.

We are subject to taxation in the United States and in various states. Our tax years 2007 and forward are subject to examination by the IRS and our tax years 2006 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

6 Months Ended

Jun. 30, 2012

Commitments and contingencies

Commitments and contingencies

8. Commitments and contingencies

Litigation

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

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Net income per share attributable to common stockholders:

6 Months Ended

Jun. 30, 2012

Net income per share attributable to common stockholders:

Net income per share attributable to common stockholders:

10. Net income per share attributable to common stockholders:

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

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Numerator:
Net income attributable to common stockholders, basic and diluted	$	1,461	$	1,293	$	3,118	$	1,145
Denominator:
Weighted average common stock, basic	34,799		23,258		34,384		14,927
Effect of dilutive stock options	2,604		3,989		2,937		3,953
Effect of dilutive common stock warrants	—		22		—		22
Weighted average common stock, dilutive	37,403		27,269		37,321		18,902
Net income per share attributable to common stockholders:
Basic	$	0.04	$	0.06	$	0.09	$	0.08
Diluted	$	0.04	$	0.05	$	0.08	$	0.06

The following outstanding securities were not included in the computation of diluted net income per share as the inclusion would have been anti-dilutive:

	Three Months EndedJune 30,		Six Months Ended June 30,
	2012	2011	2012	2011
Convertible preferred stocks	—	8,284	—	22,846
Options to purchase common stock	2,410	2,164	2,391	2,164
Warrants to purchase preferred stock	—	17	—	17
Total	2,410	10,465	2,391	25,027

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Stock incentive plans (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Mar. 31, 2011
Stock incentive plans
Common stock shares reserved for issuance						5,511,288
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
Weighted average assumptions used for newly issued stock option grants
Expected term			6 years 1 month 6 days
Expected volatility (as a percent)			49.90%
Risk free rate of return (as a percent)			1.10%
Recognized stock-based compensation expense
Total stock-based compensation	$ 952	$ 695	$ 1,945	$ 901
Number of Options
Outstanding at the beginning of the period (in shares)			6,601
Granted (in shares)			379
Exercised (in shares)			(1,407,000)
Cancelled/forfeited (in shares)			(192)
Outstanding at the end of the period (in shares)	5,381		5,381		6,601
Vested and expected to vest at the end of the period (in shares)	5,219		5,219
Exercisable at the end of the period (in shares)	2,831		2,831
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)			$ 5.50
Granted (in dollars per share)			$ 9.60
Exercised (in dollars per share)			$ 1.34
Cancelled/forfeited (in dollars per share)			$ 10.89
Outstanding at the end of the period (in dollars per share)	$ 6.68		$ 6.68		$ 5.50
Vested and expected to vest at the end of the period (in dollars per share)	$ 6.49		$ 6.49
Exercisable at the end of the period (in dollars per share)	$ 2.08		$ 2.08
Weighted-Average Remaining Contract Life
Outstanding at the beginning of the period			6 years 11 months 16 days		7 years
Outstanding at the end of the period			6 years 11 months 16 days		7 years
Vested and expected to vest at the end of the period			6 years 10 months 28 days
Exercisable at the end of the period			5 years 3 months 4 days
Aggregate Intrinsic Value
Outstanding at the beginning of the period			30,996
Outstanding at the end of the period	30,344		30,344		30,996
Vested and expected to vest at the end of the period	30,268		30,268
Exercisable at the end of the period	27,322		27,322
Network operations
Recognized stock-based compensation expense
Total stock-based compensation	105	92	111	110
Development and technology
Recognized stock-based compensation expense
Total stock-based compensation	222	125	421	161
Selling and marketing
Recognized stock-based compensation expense
Total stock-based compensation	191	134	401	174
General and administrative
Recognized stock-based compensation expense
Total stock-based compensation	$ 434	$ 344	$ 1,012	$ 456

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Property and equipment (Tables)

6 Months Ended

Jun. 30, 2012

Property and equipment

Schedule of property and equipment

	June 30, 2012			December 31, 2011
Leasehold improvements	$	73,054		$	60,030
Construction in progress	5,534			7,059
Computer equipment	7,016			6,674
Software	5,955			5,818
Office equipment	411			400
Total property and equipment	91,970			79,981
Less: accumulated depreciation and amortization	(48,111		)	(40,264		)
Total property and equipment, net	$	43,859		$	39,717

Schedule of depreciation and amortization expense

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Network access	$	2,479	$	1,927	$	6,144	$	3,659
Network operations	716		620		1,390		1,178
Development and technology	130		237		280		439
General and administrative	33		26		59		63
Total depreciation and amortization of property and equipment	$	3,358	$	2,810	$	7,873	$	5,339

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Summary of significant accounting policies (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2012 location
Segment and geographical information
Number of reportable segments	1
Marketable securities
Short-term marketable securities	$ 42,195
Concourse Communications Detroit, LLC
Principles of consolidation
Percentage of ownership in subsidiaries	70.00%
Chicago Concourse Development Group, LLC
Principles of consolidation
Percentage of ownership in subsidiaries	70.00%

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Condensed Consolidated Statement of Stockholders' Equity (USD $) In Thousands, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-Controlling Interests
Balance at Dec. 31, 2011	$ 129,079	$ 3	$ 170,721	$ (41,842)	$ 197
Balance (in shares) at Dec. 31, 2011		33,584
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options	1,884	1	1,883
Issuance of common stock upon exercise of stock options (in shares)	1,407	1,407
Stock-based compensation expense	1,945		1,945
Excess tax benefits from stock-based compensation	2,421		2,421
Non-controlling interests distributions	(295)				(295)
Net income	3,413			3,118	295
Balance at Jun. 30, 2012	$ 138,447	$ 4	$ 176,970	$ (38,724)	$ 197
Balance (in shares) at Jun. 30, 2012		34,991

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Property and equipment

6 Months Ended

Jun. 30, 2012

Property and equipment

Property and equipment

4. Property and equipment

Property and equipment consisted of the following:

	June 30, 2012			December 31, 2011
Leasehold improvements	$	73,054		$	60,030
Construction in progress	5,534			7,059
Computer equipment	7,016			6,674
Software	5,955			5,818
Office equipment	411			400
Total property and equipment	91,970			79,981
Less: accumulated depreciation and amortization	(48,111		)	(40,264		)
Total property and equipment, net	$	43,859		$	39,717

Depreciation and amortization of property and equipment is allocated as follows on the accompanying unaudited condensed consolidated statements of operations:

	Three Months EndedJune 30,				Six Months Ended June 30,
	2012		2011		2012		2011
Network access	$	2,479	$	1,927	$	6,144	$	3,659
Network operations	716		620		1,390		1,178
Development and technology	130		237		280		439
General and administrative	33		26		59		63
Total depreciation and amortization of property and equipment	$	3,358	$	2,810	$	7,873	$	5,339

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Summary of significant accounting policies (Details 2)	6 Months Ended
	Jun. 30, 2012
Revenue recognition
Percentage of sales withheld for future refunds, prior contract terms	3.00%
Period for which sales are withheld for future refunds, prior contract terms	6 months
Platform service arrangements | Minimum
Revenue recognition
Term of the arrangement used to determine revenue recognition	2 years
Platform service arrangements | Maximum
Revenue recognition
Term of the arrangement used to determine revenue recognition	5 years
Wholesale partner arrangement | Minimum
Revenue recognition
Term of the arrangement used to determine revenue recognition	5 years
Wholesale partner arrangement | Maximum
Revenue recognition
Term of the arrangement used to determine revenue recognition	10 years

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Cash and cash equivalents and marketable securities (Tables)

6 Months Ended

Jun. 30, 2012

Cash and cash equivalents and marketable securities

Schedule of cash and cash equivalents, and marketable securities

	June 30, 2012		December 31, 2011
Cash and cash equivalents:
Cash	$	15,274	$	12,851
Money market accounts	40,752		81,082
Total cash and cash equivalents	$	56,026	$	93,933
Short-term marketable securities—available-for-sale:
Marketable securities	$	42,195	$	—
Total short-term marketable securities	$	42,195	$	—