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, 2013

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

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

As of July 29, 2013, there were 35,588,711 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	16
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	25
Item 4.	Controls and Procedures	25
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Information Regarding Stock Repurchases	26
Item 4.	Mine Safety Disclosures	26
Item 6.	Exhibits	26
SIGNATURES		28

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PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

	June 30,2013			December 31,2012
Assets
Current assets:
Cash and cash equivalents	$	48,092		$	58,138
Restricted cash	30			30
Marketable securities	39,426			41,558
Accounts receivable, net	13,176			10,977
Prepaid expenses and other current assets	7,198			2,072
Deferred tax assets	1,204			1,204
Total current assets	109,126			113,979
Property and equipment, net	50,536			42,411
Goodwill	33,045			26,744
Intangible assets, net	16,060			10,594
Deferred tax assets	1,195			4,256
Other assets	3,113			4,548
Total assets	$	213,075		$	202,532
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	5,555		$	4,990
Accrued expenses and other liabilities	13,552			11,019
Deferred revenue	21,653			17,329
Total current liabilities	40,760			33,338
Deferred revenue, net of current portion	22,796			24,123
Other liabilities	1,978			572
Total liabilities	65,534			58,033
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding	—			—
Common stock, $0.0001 par value; 100,000 shares authorized; 35,571 and 35,483 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	4			4
Additional paid-in capital	184,115			178,219
Accumulated deficit	(37,129		)	(34,547		)
Total common stockholders’ equity	146,990			143,676
Non-controlling interests	551			823
Total stockholders’ equity	147,541			144,499
Total liabilities and stockholders’ equity	$	213,075		$	202,532

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,
	2013			2012		2013			2012
Revenue	$	26,239		$	24,302	$	49,373		$	48,489
Costs and operating expenses:
Network access	11,035			9,661		20,705			19,516
Network operations	4,753			3,748		8,704			7,202
Development and technology	2,726			2,834		5,862			5,492
Selling and marketing	3,822			2,419		6,812			4,670
General and administrative	3,811			3,157		8,301			6,484
Amortization of intangible assets	516			247		915			482
Total costs and operating expenses	26,663			22,066		51,299			43,846
(Loss) income from operations	(424		)	2,236		(1,926		)	4,643
Interest and other income, net	25			81		72			137
(Loss) income before income taxes	(399		)	2,317		(1,854		)	4,780
Income tax (benefit) expense	(173		)	709		(640		)	1,367
Net (loss) income	(226		)	1,608		(1,214		)	3,413
Net income attributable to non-controlling interests	173			147		306			295
Net (loss) income attributable to common stockholders	$	(399	)	$	1,461	$	(1,520	)	$	3,118
Net (loss) income per share attributable to common stockholders:
Basic	$	(0.01	)	$	0.04	$	(0.04	)	$	0.09
Diluted	$	(0.01	)	$	0.04	$	(0.04	)	$	0.08
Weighted average shares used in computing net (loss) income per share attributable to common stockholders:
Basic	35,670			34,799		35,634			34,384
Diluted	35,670			37,403		35,634			37,321

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, 2012	35,483		$	4	$	178,219	$	(34,547	)	$	823		$	144,499
Issuance of common stock upon exercise of stock options	243		—		291		—			—			291
Repurchase and retirement of common stock	(155	)	—		—		(1,062		)	—			(1,062		)
Stock-based compensation expense	—		—		1,847		—			—			1,847
Excess tax benefits from stock-based compensation	—		—		3,758		—			—			3,758
Non-controlling interests distributions	—		—		—		—			(578		)	(578		)
Net (loss) income	—		—		—		(1,520		)	306			(1,214		)
Balance at June 30, 2013	35,571		$	4	$	184,115	$	(37,129	)	$	551		$	147,541

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,
	2013			2012
Cash flows from operating activities
Net (loss) income	$	(1,214	)	$	3,413
Adjustments to reconcile net (loss) income including non-controlling interests to net cash provided by operating activities:
Depreciation and amortization of property and equipment	8,867			7,873
Amortization of intangible assets	915			482
Stock-based compensation	1,847			1,945
Excess tax benefits from stock-based compensation	(3,138		)	(588		)
Changes in operating assets and liabilities, net of effect of acquisition:
Accounts receivable	(2,199		)	(505		)
Prepaid expenses and other assets	593			1,616
Accounts payable	(49		)	214
Accrued expenses and other liabilities	673			(3,006		)
Deferred revenue	2,970			1,876
Net cash provided by operating activities	9,265			13,320
Cash flows from investing activities
Purchases of marketable securities	(27,539		)	(42,195		)
Proceeds from sales of marketable securities	29,671			—
Purchases of property and equipment	(12,220		)	(10,675		)
Payments for business acquisition, net of cash acquired	(4,874		)	—
Other	—			(14		)
Net cash used in investing activities	(14,962		)	(52,884		)
Cash flows from financing activities
Excess tax benefits from stock-based compensation	3,138			588
Proceeds from exercise of stock options	291			1,885
Repurchase and retirement of common stock	(1,062		)	—
Payments of capital leases and notes payable	(59		)	(174		)
Payments of acquired notes payable and financed liabilities	(6,079		)	—
Payments to non-controlling interests	(578		)	(642		)
Net cash (used in) provided by financing activities	(4,349		)	1,657
Net decrease in cash and cash equivalents	(10,046		)	(37,907		)
Cash and cash equivalents at beginning of period	58,138			93,933
Cash and cash equivalents at end of period	$	48,092		$	56,026
Supplemental disclosure of cash flow information
Cash paid for taxes	$	54		$	279
Supplemental disclosure of non-cash investing and financing activities
Property and equipment and software maintenance costs in accounts payable, accrued expenses and other liabilities	2,797			3,363
Assets acquired in business acquisition	17,317			—
Liabilities assumed in business acquisition	12,443			—

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”, “our” or “the Company”) 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, 2013 and 2012 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2012 contained in our annual report on Form 10-K filed with the SEC on March 18, 2013. 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, 2013 and 2012, our results of cash flows for the six months ended June 30, 2013 and 2012, and our financial position as of June 30, 2013. 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.

During the quarter ended June 30, 2013, the Company recorded certain out-of-period adjustments that decreased net loss attributable to common stockholders by $267. The impact of these out-of-period adjustments is not considered material, individually and in the aggregate, to any of the current or prior quarterly or annual periods.

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

Business combinations

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

The Company performs valuations of assets acquired and liabilities assumed for an acquisition and allocates the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with fair values of assets and liabilities assumed in a business combination.

Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the condensed consolidated statements of operations. Transaction costs were $34 and $192 for the three and six months ended June 30, 2013, respectively.

7

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenue:
Retail subscription	$	8,731	$	8,017	$	16,798	$	15,864
Retail single-use	2,830		3,877		5,416		7,494
Wholesale	12,339		11,122		23,894		23,206
Advertising and other	2,339		1,286		3,265		1,925
Total revenue	$	26,239	$	24,302	$	49,373	$	48,489

Marketable securities

Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. In accordance with FASB ASC 320, Investments—Debt and Equity Securities, we have classified securities, which have readily determinable fair values and are highly liquid, as short-term because such securities are expected to be realized within a one-year period. At June 30, 2013 and December 31, 2012, we had $39,426 and $41,558, respectively, in short-term marketable securities 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, net.

For the six months ended June 30, 2013, 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, (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, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement.

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

Subscription fees from retail customers are paid monthly in advance and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. 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.

8

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

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

Recent accounting pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). This ASU requires the netting of unrecognized tax benefits (UTBs) against a deferred tax asset for a loss or other carryforward that would apply in the settlement of the uncertain tax positions. The UTBs will be netted against all available same-jurisdiction loss or other tax carryforwards that would be utilized, rather than only against carryforwards that are created by the UTBs. ASU 2013-11 will require prospective application with optional retrospective application, and will be effective for reporting periods beginning after December 15, 2013. Early adoption is permitted. The adoption of this standard is not expected to have any impact on our financial statements as we currently present our UTBs as a reduction of our deferred tax assets for a loss or other carryforward rather than as a liability when the uncertain tax position would reduce the loss or other carryforward under the tax law.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the statement where net (loss) income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net (loss) income but only if the amount reclassified is required under GAAP to be reclassified to net (loss) income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net (loss) income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. ASU 2013-02 will be effective prospectively for reporting periods beginning after

9

December 15, 2012. We adopted this standard effective January 1, 2013. The adoption of this standard did not have any impact on our financial statements as we currently do not have any amounts in AOCI.

3. Acquisition

On February 22, 2013, we acquired all outstanding stock of Endeka Group, Inc. (“Endeka”). Endeka is a provider of commercial wireless broadband and Internet Protocol television (IPTV) services at certain military bases, as well as Wi-Fi services to certain federal law enforcement training facilities. We acquired Endeka because Endeka’s portfolio of venues and management team are natural additions to our managed network business. We have included the operating results of Endeka in our condensed consolidated financial statements since the date of acquisition. The operating results for Endeka for the three and six months ended June 30, 2013 are not material. The Endeka acquisition is not a significant acquisition for us and actual and pro forma financial statements have therefore not been included.

The acquisition has been accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. As such, the assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The total purchase price was $6,623, which includes cash paid at closing, holdback consideration to be paid and additional contingent consideration comprised of two components: (i) a payment (“Build Payment”) if the amount of the capital expenditures incurred for the substantial completion of a specified build project is less than a target; and (ii) a payment (“Milestone Payment”) based on revenue generated by certain contracts in fiscal year 2014. There is no maximum to the contingent consideration payments for the Milestone Payment. The Build Payment is expected to be paid in late 2013 and the Milestone Payment will be paid on February 28, 2015.

The fair value of the contingent consideration is based on Level 3 inputs as defined in FASB ASC 820, Fair Value Measurements and Disclosures. Further changes in the fair value of the contingent consideration will be recorded through operating income. We allocated the excess of the purchase price over the fair value of assets acquired and liabilities assumed to goodwill, which is not deductible for tax purposes. The goodwill arising from the Endeka acquisition is attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Endeka with us.

The deferred tax liabilities are provisional pending the filing of Endeka’s 2012 and final short period 2013 tax returns. The contingent consideration was valued using a discounted cash flow method with probability weighted cash flows and a discount rate of 50.5%. The identifiable intangible assets were primarily valued using the excess earnings, relief from royalty, and replacement cost methods using discount rates ranging from 40.0% to 50.0% and royalty rates ranging from 0.5% to 1.5%, where applicable.

The amortizable intangible assets are being amortized straight-line over their estimated useful lives. The following summarizes the preliminary purchase price allocation:

	Estimated Fair Value			Estimated Useful Life (years)
Consideration:
Cash paid	$	4,894
Holdback consideration	400
Contingent consideration	1,329
Total consideration	$	6,623
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	20
Other current assets	44
Property and equipment	4,617
Other assets	12
Accounts payable	(992		)
Other current liabilities	(186		)
Notes payable and financed liabilities	(6,476		)
Deferred tax liabilities	(3,062		)
Net tangible liabilities acquired	(6,023		)
Existing customer contracts and relationships	4,770			10.0
Technology	930			6.0
Trademark and tradename	300			10.0
Non-compete agreement	250			2.0
Other intangibles	95			10.0
Goodwill	6,301
Total purchase price	$	6,623

10

As of June 30, 2013, we had gross intangible assets of $35,282 and accumulated amortization of $19,222. As of December 31, 2012, we had gross intangible assets of $28,905 and accumulated amortization of $18,311. Amortization expense for the six months ended December 31, 2013 will be $1,054. Amortization expense for the years ended December 31, 2014, 2015, 2016, 2017 and 2018 will be $2,032, $1,878, $1,816, $1,651, and $1,441, respectively.

4. Cash and cash equivalents

Cash and cash equivalents consisted of the following:

	June 30, 2013		December 31, 2012
Cash and cash equivalents:
Cash	$	6,927	$	16,677
Money market accounts	41,165		39,001
Marketable securities	—		2,460
Total cash and cash equivalents	$	48,092	$	58,138

Marketable securities 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 with original maturities of three months or less. For the six months ended June 30, 2013 and 2012, interest income was $104 and $82, respectively, which is included in interest and other income, net in the accompanying condensed consolidated statements of operations.

5. Property and equipment

Property and equipment consisted of the following:

	June 30, 2013			December 31, 2012
Leasehold improvements	$	82,658		$	72,119
Construction in progress	10,665			6,295
Computer equipment	7,230			7,493
Software	8,662			7,519
Office equipment	411			411
Total property and equipment	109,626			93,837
Less: accumulated depreciation and amortization	(59,090		)	(51,426		)
Total property and equipment, net	$	50,536		$	42,411

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

	Three Months EndedJune 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Network access	$	3,205	$	2,479	$	6,082	$	6,144
Network operations	1,008		716		1,816		1,390
Development and technology	472		130		888		280
General and administrative	49		33		81		59
Total depreciation and amortization of property and equipment	$	4,734	$	3,358	$	8,867	$	7,873

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6. Fair value measurement

ASC 820 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, 2013	Level 1		Level 2		Level 3			Total
Assets:
Cash equivalents	$	41,165	$	—	$	—		$	41,165
Marketable securities	—		39,426		—			39,426
Restricted cash	30		—		—			30
Total assets	$	41,195	$	39,426	$	—		$	80,621
Liabilities:
Contingent consideration	$	—	$	—	$	(1,329	)	$	(1,329	)
Total liabilities	$	—	$	—	$	(1,329	)	$	(1,329	)

At December 31, 2012	Level 1		Level 2		Total
Assets:
Cash equivalents	$	39,001	$	2,460	$	41,461
Marketable securities	—		41,558		41,558
Restricted cash	30		—		30
Total assets	$	39,031	$	44,018	$	83,049

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.

The Company used the income approach to value the contingent consideration as of June 30, 2013. The contingent consideration used a discounted cash flow method with probability weighted cash flows and a discount rate of 50.5%. The following table presents a reconciliation of the beginning and ending amounts related to the fair value of contingent consideration for the Endeka acquisition, categorized as Level 3:

Beginning balance, January 1, 2013	$	—
Contingent consideration for acquisition of business	1,329
Change in fair value	—
Balance, June 30, 2013	$	1,329

7. Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

	June 30, 2013		December 31, 2012
Revenue share	$	3,916	$	3,312
Salaries and wages	3,541		3,676
Accrued for construction-in-progress	850		1,003
Accrued partner network	1,394		1,134
Deferred rent	896		791
Other	2,955		1,103
Total accrued expenses and other liabilities	$	13,552	$	11,019

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8. 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 (loss) 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, 2013, we recognized excess windfall tax benefits of $3,758 from stock option exercises. These benefits will decrease income taxes payable for the year ended December 31, 2013, and were recorded as an increase to additional paid-in capital in the accompanying condensed consolidated balance sheet as of June 30, 2013.

Income tax (benefit) expense of $(640) and $1,367 reflects an effective tax rate of 34.5% and 28.6% for the six months ended June 30, 2013 and 2012, 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, 2013 and 2012 and non-tax deductible transaction costs related to the acquisition of Endeka for the six months ended June 30, 2013. 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, 2013, we have net deferred tax assets of $2,399, which includes net operating loss carry-forwards. As of June 30, 2013 and December 31, 2012, we had $392 of uncertain tax positions, $106 of which is a reduction to deferred tax assets, which is presented net of uncertain tax positions, in the accompanying condensed consolidated balance sheets.

We are subject to taxation in the United States and in various states. Our tax years 2009 and forward are subject to examination by the IRS and our tax years 2007 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.

9. 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.

10. Stock repurchases

On April 1, 2013, the Company approved a stock repurchase program to repurchase up to $10,000 of the Company’s common stock in the open market, exclusive of any commissions, markups or expenses. The stock repurchased will be retired and will resume the status of authorized but unissued shares of common stock. During the six months ended June 30, 2013, we repurchased and retired 155,000 shares under this program for approximately $1,056, excluding commissions paid, or an average price per share of $6.81. As of June 30, 2013, the remaining approved amount for repurchases was approximately $8,944.

11. Stock incentive plans

In March 2011, our board of directors approved the 2011 Equity Incentive Plan (“2011 Plan”).  The 2011 Plan provides for the grant of incentive and 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.  As of June 30, 2013, 7,108,013 shares of common stock are reserved for issuance.

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

We recognized stock-based compensation expense as follows:

	Three Months EndedJune 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Network operations	$	231	$	105	$	397	$	111
Development and technology	142		222		99		421
Selling and marketing	340		191		458		401
General and administrative	532		434		893		1,012
Total stock-based compensation	$	1,245	$	952	$	1,847	$	1,945

A summary of the stock option activity is as follows:

	Number of Options (000’s)		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2012	5,045		$	6.50	6.44	$	14,742
Granted	887		$	6.88
Exercised	(243	)	$	1.20
Canceled/forfeited	(532	)	$	11.24
Outstanding at June 30, 2013	5,157		$	6.33	6.72	$	10,082
Vested and expected to vest at June 30, 2013	4,960		$	6.25	6.62	$	10,073
Exercisable at June 30, 2013	2,726		$	4.01	4.75	$	9,895

The weighted average assumptions used for newly issued stock option grants for the six months ended June 30, 2013 were an expected term of 6.25 years, an expected volatility of 49.43%, a risk free rate of return of 1.07% and no expected dividends.

During the six months ended June 30, 2013, we issued restricted stock units (“RSU”) to executive and non-executive personnel. The RSUs generally vest over a two year period with 50% of the RSUs vesting when the individual completes 12 months of continuous service and the remaining 50% vesting on a quarterly basis thereafter. A summary of the RSU activity is as follows:

	Number of Shares (000’s)		Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2012	—		$	—
Granted	771		$	6.18
Vested	—		$	—
Forfeited	(7	)	$	6.05
Nonvested at June 30, 2013	764		$	6.18

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12. Net (loss) income per share attributable to common stockholders

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

	Three Months EndedJune 30,					Six Months Ended June 30,
	2013			2012		2013			2012
	(in thousands)
Numerator:
Net (loss) income attributable to common stockholders, basic and diluted	$	(399	)	$	1,461	$	(1,520	)	$	3,118
Denominator:
Weighted average common stock, basic	35,670			34,799		35,634			34,384
Dilutive effect of stock-based awards	—			2,604		—			2,937
Weighted average common stock, dilutive	35,670			37,403		35,634			37,321
Net (loss) income per share attributable to common stockholders:
Basic	$	(0.01	)	$	0.04	$	(0.04	)	$	0.09
Diluted	$	(0.01	)	$	0.04	$	(0.04	)	$	0.08

For the three and six months ended June 30, 2013, we excluded all stock options and RSUs from the computation of diluted net loss per share due to the net loss for the period. For the three and six months ended June 30, 2012, 2,409,925 and 2,391,117, respectively, options to purchase common stock were not included in the computation of diluted net income per share as the inclusion would have been anti-dilutive.

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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, 2012, filed with the Securities Exchange Commission on March 18, 2013.

Forward-Looking Statements

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

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 700,000 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, 2013, we have grown our subscriber base to approximately 313,000, an increase of approximately 9.1% over the same 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.

We generate revenue from individual users, partners and advertisers. Individual users provide approximately 44% 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 recurring access fees so that their cellular customers may use our 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 sponsored access, promotional programs and display advertising at locations where we manage and operate the Wi-Fi network and locations where we solely provide authorized access to a partner’s Wi-Fi network through sponsored access and promotional programs.

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We install, manage and operate a 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 are to:

·        grow the installed base of our software;

·        leverage our neutral-host business model;

·        invest in our software to enhance the customer experience;

·        expand our network;

·        grow our business internationally; and

·        increase our brand awareness.

Reconciliation of Non-GAAP Financial Measures

We define Adjusted EBITDA as net (loss) income attributable to common stockholders plus depreciation and amortization of property and equipment, income tax (benefit) expense, amortization of intangible assets, stock-based compensation expense, non-controlling interests and interest and other 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 depreciation and amortization of property and equipment, amortization of intangible assets and stock-based compensation, from Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and these expenses can vary significantly between periods as a result of full amortization of previously acquired tangible and intangible assets or the timing of new stock-based awards.

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

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

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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 (loss) income attributable to common stockholders.

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(unaudited)
	(in thousands)
Net (loss) income attributable to common stockholders	$	(399	)	$	1,461		$	(1,520	)	$	3,118
Depreciation and amortization of property and equipment	4,734			3,358			8,867			7,873
Income tax (benefit) expense	(173		)	709			(640		)	1,367
Amortization of intangible assets	516			247			915			482
Stock-based compensation expense	1,245			952			1,847			1,945
Non-controlling interests	173			147			306			295
Interest and other income, net	(25		)	(81		)	(72		)	(137		)
Adjusted EBITDA	$	6,071		$	6,793		$	9,703		$	14,943

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,
	2013			2012		2013			2012
	(unaudited)
	(in thousands)
Consolidated Statement of Operations Data:
Revenue	$	26,239		$	24,302	$	49,373		$	48,489
Costs and operating expenses:
Network access	11,035			9,661		20,705			19,516
Network operations	4,753			3,748		8,704			7,202
Development and technology	2,726			2,834		5,862			5,492
Selling and marketing	3,822			2,419		6,812			4,670
General and administrative	3,811			3,157		8,301			6,484
Amortization of intangible assets	516			247		915			482
Total costs and operating expenses	26,663			22,066		51,299			43,846
(Loss) income from operations	(424		)	2,236		(1,926		)	4,643
Interest and other income, net	25			81		72			137
(Loss) income before income taxes	(399		)	2,317		(1,854		)	4,780
Income tax (benefit) expense	(173		)	709		(640		)	1,367
Net (loss) income	(226		)	1,608		(1,214		)	3,413
Net income attributable to non-controlling interests	173			147		306			295
Net (loss) income attributable to common stockholders	$	(399	)	$	1,461	$	(1,520	)	$	3,118

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Depreciation and amortization expense included in costs and operating expenses:

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(unaudited)
	(in thousands)
Network access	$	3,205	$	2,479	$	6,082	$	6,144
Network operations	1,008		716		1,816		1,390
Development and technology	472		130		888		280
General and administrative	49		33		81		59
Total (1)	$	4,734	$	3,358	$	8,867	$	7,873

(1)The $1.4 million increase in depreciation and amortization expense of property and equipment for the three months ended June 30, 2013 compared to the three months ended June 30, 2012 is primarily due to increased depreciation and amortization expense from our increased fixed assets in 2013.

The $1.0 million increase in depreciation and amortization expense of property and equipment for the six months ended June 30, 2013 as compared to the six months ended June 30, 2012 is primarily due to increased depreciation and amortization expense from our increased fixed assets in 2013 offset by $1.3 million from a one-time DAS build-out project during the six months ended June 30, 2012.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(unaudited)
	(in thousands)
Network operations	$	231	$	105	$	397	$	111
Development and technology	142		222		99		421
Selling and marketing	340		191		458		401
General and administrative	532		434		893		1,012
Total (1)	$	1,245	$	952	$	1,847	$	1,945

(1)The $0.3 million increase in stock-based compensation expense for the three months ended June 30, 2013 as compared to the three months ended June 30, 2012 is primarily a result of stock-based compensation expenses for new stock options and restricted stock units (“RSU”) granted to our employees and directors.

The $0.1 million decrease in stock-based compensation expense for the six months ended June 30, 2013 as compared to the six months ended June 30, 2012 is primarily a result of stock-based compensation expenses for employees who left the Company subsequent to June 30, 2012 offset by stock-based compensation expenses for new stock options and RSUs granted to our employees and directors.

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

	Three Months EndedJune 30,				Six Months EndedJune 30,
	2013		2012		2013		2012
	(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	42.1		39.8		41.9		40.2
Network operations	18.1		15.4		17.6		14.9
Development and technology	10.4		11.7		11.9		11.3
Selling and marketing	14.6		9.9		13.8		9.6
General and administrative	14.5		13.0		16.8		13.4
Amortization of intangible assets	2.0		1.0		1.9		1.0
Total costs and operating expenses	101.6		90.8		103.9		90.4
(Loss) income from operations	(1.6	)	9.2		(3.9	)	9.6
Interest and other income, net	0.1		0.3		0.1		0.3
(Loss) income before income taxes	(1.5	)	9.5		(3.8	)	9.9
Income tax (benefit) expense	(0.7	)	2.9		(1.3	)	2.8
Net (loss) income	(0.9	)	6.6		(2.5	)	7.1
Net income attributable to non-controlling interests	0.7		0.6		0.6		0.6
Net (loss) income attributable to common stockholders	(1.5	)%	6.0	%	(3.1	)%	6.5	%

Three Months ended June 30, 2013 and 2012

Revenue

	Three Months Ended June 30,
	2013			2012			Change			% Change
	(unaudited)
	(in thousands, except churn data)
Revenue:
Retail subscription	$	8,731		$	8,017		$	714		8.9	%
Retail single-use	2,830			3,877			(1,047		)	(27.0	)%
Wholesale	12,339			11,122			1,217			10.9	%
Advertising and other	2,339			1,286			1,053			82.0	%
Total revenue	$	26,239		$	24,302		$	1,937		8.0	%
Key business metrics:
Subscribers	313			287			26			9.1	%
Monthly churn	10.2		%	9.1		%	1.1		%	12.0	%
Connects	11,230			4,132			7,098			171.8	%

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

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 or receive sponsorship or promotional 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.

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Total revenue. Total revenue increased $1.9 million or 8.0%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012.

Retail subscription. Retail subscription revenue increased $0.7 million, or 8.9%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, due to an increase in subscribers. The impact of the increase in subscribers was partially offset by a decrease in our average monthly revenue per subscriber of 1.9% from promotional offers and the growing mix of lower-priced smartphone subscriptions compared to unlimited subscriptions.

Retail single-use.  Retail single-use revenue decreased $1.0 million, or 27.0%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012. The decrease in single-use was due primarily to the transition of certain paid managed and operated locations to a tiered or free pricing model and an increase in new customers that opted for subscriptions.

Wholesale.  Wholesale revenue increased $1.2 million, or 10.9%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, due to a $1.0 million increase in new DAS build-out projects in our managed and operated locations and a $0.5 million increase in wholesale service provider revenues. The increases were offset by a $0.1 million decrease in access fees for usage of the DAS networks.

Advertising and other.  Advertising and other revenue increased $1.1 million, or 82.0%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012 due to a $1.7 million increase in advertising revenues from our advertising business that resulted from the assets acquired from Cloud 9 Wireless, Inc. (“Cloud 9”) in August 2012. The increase was offset by a $0.6 million decrease in other revenues related primarily to the timing of one-time build-out projects.

Costs and Operating Expenses

	Three Months Ended June 30,
	2013		2012		Change			% Change
	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	11,035	$	9,661	$	1,374		14.2	%
Network operations	4,753		3,748		1,005			26.8	%
Development and technology	2,726		2,834		(108		)	(3.8	)%
Selling and marketing	3,822		2,419		1,403			58.0	%
General and administrative	3,811		3,157		654			20.7	%
Amortization of intangible assets	516		247		269			108.9	%
Total costs and operating expenses	$	26,663	$	22,066	$	4,597		20.8	%

Network access. Network access costs increased $1.4 million, or 14.2%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012. The increase is primarily attributable to a $1.0 million increase in revenue share paid to venues in our managed and operated locations, a $0.7 million increase in depreciation expense, and a $0.3 million increase in other cost of sales and bandwidth. The increases were offset by a $0.4 million decrease in costs associated with the sale of equipment for build-out projects for wholesale service providers and a $0.2 million decrease from customer usage at partner venues.

Network operations. Network operations expenses increased $1.0 million, or 26.8%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012 primarily due to a $0.6 million increase in depreciation expense and a $0.4 million increase in personnel related expenses.

Development and technology. Development and technology expenses decreased $0.1 million, or 3.8% for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012 primarily due to a $0.4 million decrease in personnel related expenses offset by a $0.3 million increase in depreciation expense.

Selling and marketing. Selling and marketing expenses increased $1.4 million, or 58.0%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012, due to $1.1 million increase in personnel related expenses and a $0.1 million increase in travel and entertainment expenses.

General and administrative.  General and administrative expenses increased $0.7 million, or 20.7% for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012 primarily due to a $0.5 million increase in professional fees and a $0.3 million increase in personnel related expenses. The increase was offset by a $0.2 million decrease in other consulting fees.

Amortization of intangible assets.  Amortization of intangible assets expense increased $0.3 million, or 108.9%, for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012 due to our acquisitions of Cloud 9 and Endeka in August 2012 and February 2013, respectively.

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Interest and Other Income, Net

Interest and other income, net remained relatively unchanged for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012.

Income Tax (Benefit) Expense

We had an income tax benefit of $(0.2) million in the three months ended June 30, 2013 compared to an income tax expense of $0.7 million for the three months ended June 30, 2012 due to the operating loss generated during the period. Our effective tax rate increased to 43.5% for the three months ended June 30, 2013 as compared to 30.6% for the three months ended June 30, 2012. The increase in our effective tax rate is primarily due to decreased deductions from the exercise and sale of incentive stock options.

Non-controlling Interests

Non-controlling interests remained relatively unchanged for the three months ended June 30, 2013, as compared to the three months ended June 30, 2012.

Net (Loss) Income Attributable to Common Stockholders

Our net income decreased primarily as a result of the $4.6 million increase in costs and operating expenses offset by the $1.9 million increase in revenues and the $0.9 million decrease in income tax expense in the current period compared to the comparable 2012 quarter. Our diluted earnings per share decreased primarily as a result of the decrease in net income.

Adjusted EBITDA

Adjusted EBITDA was $6.1 million, down 10.6% from the $6.8 million recorded in the comparable 2012 quarter.  As a percent of revenue, Adjusted EBITDA was 23.1%, down from the 28.0% of revenue in the comparable 2012 quarter. The Adjusted EBITDA decrease was due primarily to the pre-tax net loss generated during the three months ended June 30, 2013, which was driven by the $4.6 million increase in costs and operating expenses offset by the $1.9 million increase in revenues in the current period compared to the comparable 2012 quarter. The decrease in pre-tax net income was offset by the $1.9 million increase in non-cash depreciation, amortization, and stock-based compensation expenses in the current period compared to the comparable 2012 quarter.

Six Months ended June 30, 2013 and 2012

Revenue

	Six Months Ended June 30,
	2013			2012			Change			% Change
	(unaudited)
	(in thousands, except churn data)
Revenue:
Retail subscription	$	16,798		$	15,864		$	934		5.9	%
Retail single-use	5,416			7,494			(2,078		)	(27.7	)%
Wholesale	23,894			23,206			688			3.0	%
Advertising and other	3,265			1,925			1,340			69.5	%
Total revenue	$	49,373		$	48,489		$	884		1.8	%
Key business metrics:
Subscribers	313			287			26			9.1	%
Monthly churn	10.0		%	9.6		%	0.4		%	4.8	%
Connects	17,496			7,718			9,778			126.7	%

Total revenue. Total revenue increased $0.9 million or 1.8%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012.

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Retail subscription. Retail subscription revenue increased $0.9 million, or 5.9%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, due to an increase in subscribers.  The impact of the increase in subscribers was partially offset by a decrease in our average monthly revenue per subscriber of 5.4% from promotional offers and the growing mix of lower-priced smartphone subscriptions compared to unlimited subscriptions.

Retail single-use.  Retail single-use revenue decreased $2.1 million, or 27.7%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012. The decrease in single-use was due primarily to the transition of certain paid managed and operated locations to a tiered or free pricing model and an increase in new customers that opted for subscriptions.

Wholesale.  Wholesale revenue increased $0.7 million, or 3.0%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, due to a $1.1 million increase in wholesale service provider revenues and a $0.4 million increase in new DAS build-out projects in our managed and operated locations. The increases were offset by a $0.4 million decrease in partner usage-based fees and a $0.4 million decrease in access fees for usage of the DAS networks.

Advertising and other.  Advertising and other revenue increased $1.3 million, or 69.5%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012, due to a $1.8 million increase in advertising revenues from our advertising business that resulted from the assets acquired from Cloud 9 in August 2012. The increase was offset by a $0.4 million decrease in other revenues related primarily to the timing of one-time build-out projects.

Costs and Operating Expenses

	Six Months Ended June 30,
	2013		2012		Change		% Change
	(unaudited)
	(in thousands, except percentages)
Costs and operating expenses:
Network access	$	20,705	$	19,516	$	1,189	6.1	%
Network operations	8,704		7,202		1,502		20.8	%
Development and technology	5,862		5,492		370		6.7	%
Selling and marketing	6,812		4,670		2,142		45.9	%
General and administrative	8,301		6,484		1,817		28.0	%
Amortization of intangible assets	915		482		433		89.8	%
Total costs and operating expenses	$	51,299	$	43,846	$	7,453	17.0	%

Network access. Network access costs increased $1.2 million, or 6.1%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012. The increase is primarily attributable to a $1.3 million increase in revenue share paid to venues in our managed and operated locations and a $0.6 million increase in other cost of sales and bandwidth. The increases were offset by a $0.7 million decrease from customer usage at partner venues and a $0.1 million decrease in depreciation expense.

Network operations. Network operations expenses increased $1.5 million, or 20.8%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012 primarily due to a $0.7 million increase in depreciation expense, a $0.6 million increase in personnel related expenses, and a $0.2 million increase in internet connectivity expenses.

Development and technology. Development and technology expenses increased $0.4 million, or 6.7% for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012 primarily due to a $0.6 million increase in depreciation expense offset by a $0.3 million decrease in personnel related expenses.

Selling and marketing. Selling and marketing expenses increased $2.1 million, or 45.9%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012 primarily due to a $1.6 million increase in personnel related expenses, a $0.2 million increase in marketing expenses, and a $0.2 million increase in travel and entertainment expenses.

General and administrative.  General and administrative expenses increased $1.8 million, or 28.0%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012 primarily due to a $1.7 million increase in professional fees.

Amortization of intangible assets.  Amortization of intangible assets expense increased $0.4 million, or 89.8%, for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012 due to our acquisitions of Cloud 9 and Endeka in August 2012 and February 2013, respectively.

Interest and Other Income, Net

Interest and other income, net remained relatively unchanged for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012.

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Income Tax (Benefit) Expense

We had an income tax benefit of $(0.6) million for the six months ended June 30, 2013 compared to an income tax expense of $1.4 million for the six months ended June 30, 2012 due to the operating loss generated during the period. Our effective tax rate also increased to 34.5% for the six months ended June 30, 2013 as compared 28.6% for the six months ended June 30, 2012. The increase in our effective tax rate is primarily due to decreased deductions from the exercise and sale of incentive stock options.

Non-controlling Interests

Non-controlling interests remained relatively unchanged for the six months ended June 30, 2013, as compared to the six months ended June 30, 2012.

Net (Loss) Income Attributable to Common Stockholders

Our net income decreased primarily as a result of the $7.5 million increase in costs and operating expenses offset by the $0.9 million increase in revenues and the $2.0 million decrease in income tax expense in the current period compared to the comparable 2012 period. Our diluted earnings per share decreased primarily as a result of the decrease in net income.

Adjusted EBITDA

Adjusted EBITDA was $9.7 million for the six months ended June 30, 2013, down 35.1% from the $14.9 million recorded in the comparable 2012 period.  As a percent of revenue, Adjusted EBITDA was 19.7%, down from 30.8% of revenue in the comparable 2012 period. The Adjusted EBITDA decrease was due primarily to the pre-tax net loss generated during the six months ended June 30, 2013, which was driven by the $7.5 million increase in costs and operating expenses offset by the $0.9 million increase in revenues in the current period compared to the comparable 2012 period. The decrease in pre-tax net income was offset by the $1.3 million increase in non-cash depreciation, amortization, and stock-based compensation expenses in the current period compared to the comparable 2012 period.

Liquidity and Capital Resources

We have financed our operations primarily through cash provided by operating activities.  Our primary sources of liquidity as of June 30, 2013 consisted of $48.1 million of cash and cash equivalents and $39.4 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 2013 were $12.2 million, of which $5.7 million was reimbursed through revenue for DAS build-out projects from our 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:

	2013			2012
	(unaudited)
	(in thousands)
Net cash provided by operating activities	$	9,265		$	13,320
Net cash used in investing activities	(14,962		)	(52,884		)
Net cash (used in) provided by financing activities	(4,349		)	1,657

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Net Cash Provided by Operating Activities

For the six months ended June 30, 2013, we generated $9.3 million of net cash from operating activities, a decrease of $4.1 million from the prior year comparative period. The decrease is primarily due to a $4.6 million decrease in our net income including non-controlling interests and a $2.5 million increase in our excess windfall tax benefits from stock option exercises. The decreases were offset by a $1.4 million increase in depreciation and amortization expenses and changes in working capital of $1.8 million resulting from increases in our accrued expenses and other liabilities and deferred revenues and decreases in accounts receivable offset by increases in our prepaids and other assets.

Net Cash Used in Investing Activities

For the six months ended June 30, 2013, we used $15.0 million in investing activities, a decrease of $37.9 million from the prior year comparative period. The decrease is primarily due to $2.1 million of cash received from net sales of marketable securities during the six months ended June 30, 2013 compared to $42.2 million of purchases of marketable securities during the prior year comparative period. The decrease was offset by $4.9 million of cash payments made for our acquisition of Endeka in February 2013 and a $1.5 million increase in purchases of property and equipment during the six months ended June 30, 2013 compared to the prior year comparative period.

Net Cash (Used in) Provided by Financing Activities

For the six months ended June 30, 2013, we used $4.3 million in financing activities, a decrease of $6.0 million from the prior year comparative period. This is primarily due to $6.1 million of cash used to repay notes payable and other financed liabilities that were assumed in our acquisition of Endeka in February 2013, the $1.6 million decrease in proceeds from the exercise of stock options during the six months ended June 30, 2013 compared to the prior year comparative period, and $1.0 million of cash used in the repurchase of our common stock in June 2013. The decreases were offset by a $2.5 million increase in excess windfall tax benefits from stock option exercises.

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, 2012 in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our annual report on Form 10-K filed by us with the SEC on March 18, 2013.

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 potential loss arising from adverse changes in the value of financial instruments. The risk of loss is assessed based on the likelihood of adverse changes in fair values, cash flows or future earnings.

We have established guidelines relative to the diversification and maturities of investments to maintain safety and liquidity. These guidelines are reviewed periodically and may be modified depending on market conditions. Although investments may be subject to credit risk, our investment policy specifies credit quality standards for our investments and limits the amount of credit exposure from any single issue, issuer or type of investment. At June 30, 2013, our market risk sensitive instruments consisted of marketable securities available-for-sale, which are comprised of highly rated short-term corporate bonds.

Marketable securities available-for-sale are carried at fair value and are intended for use in meeting our ongoing liquidity needs. Unrealized gains and losses on available-for-sale securities, which are deemed to be temporary, are reported as a separate component of stockholders’ equity, net of tax. The cost of debt securities is adjusted for amortization of premiums and accretion of discounts to maturity. The amortization, along with realized gains and losses is included in interest and other income, net.

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, 2013, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting. During the three months ended June 30, 2013, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information set forth in Note 9 “Commitments and Contingencies,” to the unaudited condensed consolidated financial statements included in Part I, Item 1, of this Quarterly Report, 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, 2012, which we incorporate by reference into this Quarterly Report on Form 10-Q, which could materially affect our business, results of operations, cash flows, or financial condition. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results. There have been no material changes in the risk factors contained in our Annual Report on Form 10-K.

Item 2. Information Regarding Stock Repurchases

On April 1, 2013, the Company approved a stock repurchase program to repurchase up to $10,000,000 of the Company’s common stock in the open market, exclusive of any commissions, markups or expenses. The stock repurchased will be retired and will resume the status of authorized but unissued shares of common stock. During the six months ended June 30, 2013, we repurchased and retired 155,000 shares under this program for approximately $1,056,000, excluding commissions paid, or an average price per share of $6.81. As of June 30, 2013, the remaining approved amount for repurchases was approximately $8,944,000. Activity under the program for the six months ended June 30, 2013 was as follows:

	Total Number of Shares Purchased (1) (000’s)	Average Price Paid Per Share		Approximate Dollar Value of Shares that May Yet Be Purchased (000’s)
As of December 31, 2012	—	$	—	—
January 1 – May 31	—	$	—	10,000
June 1 – June 30	155	$	6.81	8,944
Total	155

(1)All shares purchased were purchased as part of a publicly announced program discussed above, in open-market transactions.

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
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

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31.2	Certification of Peter Hovenier, Chief Financial Officer, pursuant to Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	X
32.1	Certification of David Hagan, Chief Executive Officer, and Peter Hovenier, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	X
101†	The following financial information from the Quarterly Report on Form 10-Q of Boingo Wireless, Inc. for the quarter ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at June 30, 2013 and December 31, 2012 for Boingo Wireless, Inc.; (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012 for Boingo Wireless, Inc.; (iii) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012 for Boingo Wireless, Inc.; (iv) Condensed Consolidated Statements of Equity for 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 9, 2013	By:	/s/ DAVID HAGAN
		David Hagan
		Chief Executive Officer
	BOINGO WIRELESS, INC.
Date: August 9, 2013	By:	/s/ PETER HOVENIER
		Peter Hovenier
		Chief Financial Officer
		(Principal Accounting Officer)

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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)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ David Hagan
	David Hagan
	Chief Executive Officer
	(Principal Executive Officer)
Date:	August 9, 2013

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Peter Hovenier, certify that:

1.         I have reviewed this Quarterly Report on Form 10-Q of Boingo Wireless, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

By:	/s/ Peter Hovenier
	Peter Hovenier
	Chief Financial Officer
	(Principal Accounting Officer)
Date:	August 9, 2013

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, 2013 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 9, 2013

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, 2013 of Boingo Wireless, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Peter Hovenier, 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/ Peter Hovenier

Peter Hovenier

Chief Financial Officer

(Principal Accounting Officer)

Date: August 9, 2013

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.

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Stock incentive plans

6 Months Ended

Jun. 30, 2013

Stock incentive plans

Stock incentive plans

11. Stock incentive plans

In March 2011, our board of directors approved the 2011 Equity Incentive Plan (“2011 Plan”).  The 2011 Plan provides for the grant of incentive and 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.  As of June 30, 2013, 7,108,013 shares of common stock are reserved for issuance.

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

We recognized stock-based compensation expense as follows:

	Three Months EndedJune 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Network operations	$	231	$	105	$	397	$	111
Development and technology	142		222		99		421
Selling and marketing	340		191		458		401
General and administrative	532		434		893		1,012
Total stock-based compensation	$	1,245	$	952	$	1,847	$	1,945

A summary of the stock option activity is as follows:

	Number of Options (000’s)		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2012	5,045		$	6.50	6.44	$	14,742
Granted	887		$	6.88
Exercised	(243	)	$	1.20
Canceled/forfeited	(532	)	$	11.24
Outstanding at June 30, 2013	5,157		$	6.33	6.72	$	10,082
Vested and expected to vest at June 30, 2013	4,960		$	6.25	6.62	$	10,073
Exercisable at June 30, 2013	2,726		$	4.01	4.75	$	9,895

The weighted average assumptions used for newly issued stock option grants for the six months ended June 30, 2013 were an expected term of 6.25 years, an expected volatility of 49.43%, a risk free rate of return of 1.07% and no expected dividends.

During the six months ended June 30, 2013, we issued restricted stock units (“RSU”) to executive and non-executive personnel. The RSUs generally vest over a two year period with 50% of the RSUs vesting when the individual completes 12 months of continuous service and the remaining 50% vesting on a quarterly basis thereafter. A summary of the RSU activity is as follows:

	Number of Shares (000’s)		Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2012	—		$	—
Granted	771		$	6.18
Vested	—		$	—
Forfeited	(7	)	$	6.05
Nonvested at June 30, 2013	764		$	6.18

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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, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Condensed Consolidated Statements of Operations
Revenue	$ 26,239	$ 24,302	$ 49,373	$ 48,489
Costs and operating expenses:
Network access	11,035	9,661	20,705	19,516
Network operations	4,753	3,748	8,704	7,202
Development and technology	2,726	2,834	5,862	5,492
Selling and marketing	3,822	2,419	6,812	4,670
General and administrative	3,811	3,157	8,301	6,484
Amortization of intangible assets	516	247	915	482
Total costs and operating expenses	26,663	22,066	51,299	43,846
(Loss) income from operations	(424)	2,236	(1,926)	4,643
Interest and other income, net	25	81	72	137
(Loss) income before income taxes	(399)	2,317	(1,854)	4,780
Income tax (benefit) expense	(173)	709	(640)	1,367
Net (loss) income	(226)	1,608	(1,214)	3,413
Net income attributable to non-controlling interests	173	147	306	295
Net (loss) income attributable to common stockholders	$ (399)	$ 1,461	$ (1,520)	$ 3,118
Net (loss) income per share attributable to common stockholders:
Basic (in dollars per share)	$ (0.01)	$ 0.04	$ (0.04)	$ 0.09
Diluted (in dollars per share)	$ (0.01)	$ 0.04	$ (0.04)	$ 0.08
Weighted average shares used in computing net (loss) income per share attributable to common stockholders:
Basic (in shares)	35,670	34,799	35,634	34,384
Diluted (in shares)	35,670	37,403	35,634	37,321

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Cash and cash equivalents

6 Months Ended

Jun. 30, 2013

Cash and cash equivalents

Cash and cash equivalents

4. Cash and cash equivalents

Cash and cash equivalents consisted of the following:

	June 30, 2013		December 31, 2012
Cash and cash equivalents:
Cash	$	6,927	$	16,677
Money market accounts	41,165		39,001
Marketable securities	—		2,460
Total cash and cash equivalents	$	48,092	$	58,138

Marketable securities 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 with original maturities of three months or less. For the six months ended June 30, 2013 and 2012, interest income was $104 and $82, respectively, which is included in interest and other income, net in the accompanying condensed consolidated statements of operations.

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Fair value measurement (Tables)

6 Months Ended

Jun. 30, 2013

Fair value measurement

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

At June 30, 2013	Level 1		Level 2		Level 3			Total
Assets:
Cash equivalents	$	41,165	$	—	$	—		$	41,165
Marketable securities	—		39,426		—			39,426
Restricted cash	30		—		—			30
Total assets	$	41,195	$	39,426	$	—		$	80,621
Liabilities:
Contingent consideration	$	—	$	—	$	(1,329	)	$	(1,329	)
Total liabilities	$	—	$	—	$	(1,329	)	$	(1,329	)

At December 31, 2012	Level 1		Level 2		Total
Assets:
Cash equivalents	$	39,001	$	2,460	$	41,461
Marketable securities	—		41,558		41,558
Restricted cash	30		—		30
Total assets	$	39,031	$	44,018	$	83,049

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

Beginning balance, January 1, 2013	$	—
Contingent consideration for acquisition of business	1,329
Change in fair value	—
Balance, June 30, 2013	$	1,329

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Net (loss) income per share attributable to common stockholders

6 Months Ended

Jun. 30, 2013

Net (loss) income per share attributable to common stockholders

Net (loss) income per share attributable to common stockholders

12. Net (loss) income per share attributable to common stockholders

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

	Three Months EndedJune 30,					Six Months Ended June 30,
	2013			2012		2013			2012
	(in thousands)
Numerator:
Net (loss) income attributable to common stockholders, basic and diluted	$	(399	)	$	1,461	$	(1,520	)	$	3,118
Denominator:
Weighted average common stock, basic	35,670			34,799		35,634			34,384
Dilutive effect of stock-based awards	—			2,604		—			2,937
Weighted average common stock, dilutive	35,670			37,403		35,634			37,321
Net (loss) income per share attributable to common stockholders:
Basic	$	(0.01	)	$	0.04	$	(0.04	)	$	0.09
Diluted	$	(0.01	)	$	0.04	$	(0.04	)	$	0.08

For the three and six months ended June 30, 2013, we excluded all stock options and RSUs from the computation of diluted net loss per share due to the net loss for the period. For the three and six months ended June 30, 2012, 2,409,925 and 2,391,117, respectively, options to purchase common stock were not included in the computation of diluted net income per share as the inclusion would have been anti-dilutive.

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Stock repurchases (Details) (USD $) In Thousands, except Share data, unless otherwise specified	0 Months Ended	6 Months Ended	0 Months Ended
	Jun. 30, 2013	Jun. 30, 2013	Apr. 02, 2013 Maximum
Equity, Class of Treasury Stock
Amount of common stock approved by the entity for a stock repurchase program			$ 10,000
Number of shares repurchased and retired under the stock repurchase program		155,000
Value of shares repurchased and retired under the stock repurchase program excluding commissions paid		1,056
Average price under the stock repurchase program (in dollars per share)		$ 6.81
Remaining amount authorized for the share repurchase program	$ 8,944

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

6 Months Ended

Jun. 30, 2013

Net (loss) income per share attributable to common stockholders

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

	Three Months EndedJune 30,					Six Months Ended June 30,
	2013			2012		2013			2012
	(in thousands)
Numerator:
Net (loss) income attributable to common stockholders, basic and diluted	$	(399	)	$	1,461	$	(1,520	)	$	3,118
Denominator:
Weighted average common stock, basic	35,670			34,799		35,634			34,384
Dilutive effect of stock-based awards	—			2,604		—			2,937
Weighted average common stock, dilutive	35,670			37,403		35,634			37,321
Net (loss) income per share attributable to common stockholders:
Basic	$	(0.01	)	$	0.04	$	(0.04	)	$	0.09
Diluted	$	(0.01	)	$	0.04	$	(0.04	)	$	0.08

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Stock incentive plans (Tables)

6 Months Ended

Jun. 30, 2013

Stock incentive plans

Schedule of recognized stock-based compensation expense

	Three Months EndedJune 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Network operations	$	231	$	105	$	397	$	111
Development and technology	142		222		99		421
Selling and marketing	340		191		458		401
General and administrative	532		434		893		1,012
Total stock-based compensation	$	1,245	$	952	$	1,847	$	1,945

Schedule of stock option activity

	Number of Options (000’s)		Weighted Average Exercise Price		Weighted- Average Remaining Contract Life (years)	Aggregate Intrinsic Value
Outstanding at December 31, 2012	5,045		$	6.50	6.44	$	14,742
Granted	887		$	6.88
Exercised	(243	)	$	1.20
Canceled/forfeited	(532	)	$	11.24
Outstanding at June 30, 2013	5,157		$	6.33	6.72	$	10,082
Vested and expected to vest at June 30, 2013	4,960		$	6.25	6.62	$	10,073
Exercisable at June 30, 2013	2,726		$	4.01	4.75	$	9,895

Summary of the RSU activity

	Number of Shares (000’s)		Weighted Average Grant-Date Fair Value
Nonvested at December 31, 2012	—		$	—
Granted	771		$	6.18
Vested	—		$	—
Forfeited	(7	)	$	6.05
Nonvested at June 30, 2013	764		$	6.18

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Fair value measurement (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Assets:
Restricted cash	$ 30	$ 30
Recurring basis | Level 1
Assets:
Cash equivalents	41,165	39,001
Restricted cash	30	30
Total assets	41,195	39,031
Recurring basis | Level 2
Assets:
Cash equivalents		2,460
Marketable securities	39,426	41,558
Total assets	39,426	44,018
Recurring basis | Level 3
Liabilities:
Contingent consideration	(1,329)
Total liabilities	(1,329)
Recurring basis | Total
Assets:
Cash equivalents	41,165	41,461
Marketable securities	39,426	41,558
Restricted cash	30	30
Total assets	80,621	83,049
Liabilities:
Contingent consideration	(1,329)
Total liabilities	$ (1,329)

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Stock incentive plans (Details 2) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Recognized stock-based compensation expense
Total stock-based compensation	$ 1,245	$ 952	$ 1,847	$ 1,945
Number of Options
Outstanding at the beginning of the period (in shares)			5,045
Granted (in shares)			887
Exercised (in shares)			(243)
Canceled/forfeited (in shares)			(532)
Outstanding at the end of the period (in shares)	5,157		5,157		5,045
Vested and expected to vest at the end of the period (in shares)	4,960		4,960
Exercisable at the end of the period (in shares)	2,726		2,726
Weighted Average Exercise Price
Outstanding at the beginning of the period (in dollars per share)			$ 6.50
Granted (in dollars per share)			$ 6.88
Exercised (in dollars per share)			$ 1.20
Canceled/forfeited (in dollars per share)			$ 11.24
Outstanding at the end of the period (in dollars per share)	$ 6.33		$ 6.33		$ 6.50
Vested and expected to vest at the end of the period (in dollars per share)	$ 6.25		$ 6.25
Exercisable at the end of the period (in dollars per share)	$ 4.01		$ 4.01
Weighted-Average Remaining Contract Life (years)
Outstanding			6 years 8 months 19 days		6 years 5 months 8 days
Vested and expected to vest at the end of the period			6 years 7 months 13 days
Exercisable at the end of the period			4 years 9 months
Aggregate Intrinsic Value
Outstanding at the beginning of the period			14,742
Outstanding at the end of the period	10,082		10,082		14,742
Vested and expected to vest at the end of the period	10,073		10,073
Exercisable at the end of the period	9,895		9,895
Significant assumptions used for newly issued stock option grants
Expected term			6 years 3 months
Expected volatility (as a percent)			49.43%
Risk free rate of return (as a percent)			1.07%
Dividend yield (as a percent)			0.00%
Network operations
Recognized stock-based compensation expense
Total stock-based compensation	231	105	397	111
Development and technology
Recognized stock-based compensation expense
Total stock-based compensation	142	222	99	421
Selling and marketing
Recognized stock-based compensation expense
Total stock-based compensation	340	191	458	401
General and administrative
Recognized stock-based compensation expense
Total stock-based compensation	$ 532	$ 434	$ 893	$ 1,012

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Acquisition (Details) (USD $) In Thousands, unless otherwise specified			6 Months Ended		0 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Contingent consideration	Feb. 22, 2013 Endeka	Feb. 22, 2013 Endeka Existing customer contracts and relationships	Feb. 22, 2013 Endeka Technology	Feb. 22, 2013 Endeka Trademark and tradename	Feb. 22, 2013 Endeka Non-compete agreement	Feb. 22, 2013 Endeka Other intangibles	Feb. 22, 2013 Endeka Identifiable intangible assets Minimum	Feb. 22, 2013 Endeka Identifiable intangible assets Maximum	Feb. 22, 2013 Endeka Contingent consideration item
Acquisition
Number of components of contingent consideration												2
Discount rate (as a percent)			50.50%							40.00%	50.00%	50.50%
Royalty rates (as a percent)										0.50%	1.50%
Estimated Fair Value
Cash paid				$ 4,894
Holdback consideration				400
Contingent consideration				1,329
Total consideration				6,623
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash				20
Other current assets				44
Property and equipment				4,617
Other assets				12
Accounts payable				(992)
Other current liabilities				(186)
Notes payable and financed liabilities				(6,476)
Deferred tax liabilities				(3,062)
Net tangible liabilities acquired				(6,023)
Intangibles					4,770	930	300	250	95
Goodwill				6,301
Total purchase price				6,623
Estimated Useful Life					10 years	6 years	10 years	2 years	10 years
Gross intangible assets	35,282	28,905
Accumulated amortization	19,222	18,311
Future amortization expense	1,054
Future amortization expense
2014	2,032
2015	1,878
2016	1,816
2017	1,651
2018	$ 1,441

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Accrued expenses and other liabilities (Tables)

6 Months Ended

Jun. 30, 2013

Accrued expenses and other liabilities

Schedule of accrued expenses and other liabilities

	June 30, 2013		December 31, 2012
Revenue share	$	3,916	$	3,312
Salaries and wages	3,541		3,676
Accrued for construction-in-progress	850		1,003
Accrued partner network	1,394		1,134
Deferred rent	896		791
Other	2,955		1,103
Total accrued expenses and other liabilities	$	13,552	$	11,019

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Cash flows from operating activities
Net (loss) income	$ (1,214)	$ 3,413
Adjustments to reconcile net (loss) income including non-controlling interests to net cash provided by operating activities:
Depreciation and amortization of property and equipment	8,867	7,873
Amortization of intangible assets	915	482
Stock-based compensation	1,847	1,945
Excess tax benefits from stock-based compensation	(3,138)	(588)
Changes in operating assets and liabilities, net of effect of acquisition:
Accounts receivable	(2,199)	(505)
Prepaid expenses and other assets	593	1,616
Accounts payable	(49)	214
Accrued expenses and other liabilities	673	(3,006)
Deferred revenue	2,970	1,876
Net cash provided by operating activities	9,265	13,320
Cash flows from investing activities
Purchases of marketable securities	(27,539)	(42,195)
Proceeds from sales of marketable securities	29,671
Purchases of property and equipment	(12,220)	(10,675)
Payments for business acquisition, net of cash acquired	(4,874)
Other		(14)
Net cash used in investing activities	(14,962)	(52,884)
Cash flows from financing activities
Excess tax benefits from stock-based compensation	3,138	588
Proceeds from exercise of stock options	291	1,885
Repurchase and retirement of common stock	(1,062)
Payments of capital leases and notes payable	(59)	(174)
Payments of acquired notes payable and financed liabilities	(6,079)
Payments to non-controlling interests	(578)	(642)
Net cash (used in) provided by financing activities	(4,349)	1,657
Net decrease in cash and cash equivalents	(10,046)	(37,907)
Cash and cash equivalents at beginning of period	58,138	93,933
Cash and cash equivalents at end of period	48,092	56,026
Supplemental disclosure of cash flow information
Cash paid for taxes	54	279
Supplemental disclosure of non-cash investing and financing activities
Property and equipment and software maintenance costs in accounts payable, accrued expenses and other liabilities	2,797	3,363
Assets acquired in business acquisition	17,317
Liabilities assumed in business acquisition	$ 12,443

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Summary of significant accounting policies

6 Months Ended

Jun. 30, 2013

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, 2013 and 2012 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2012 contained in our annual report on Form 10-K filed with the SEC on March 18, 2013. 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, 2013 and 2012, our results of cash flows for the six months ended June 30, 2013 and 2012, and our financial position as of June 30, 2013. 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.

During the quarter ended June 30, 2013, the Company recorded certain out-of-period adjustments that decreased net loss attributable to common stockholders by $267. The impact of these out-of-period adjustments is not considered material, individually and in the aggregate, to any of the current or prior quarterly or annual periods.

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

Business combinations

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

The Company performs valuations of assets acquired and liabilities assumed for an acquisition and allocates the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with fair values of assets and liabilities assumed in a business combination.

Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the condensed consolidated statements of operations. Transaction costs were $34 and $192 for the three and six months ended June 30, 2013, respectively.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenue:
Retail subscription	$	8,731	$	8,017	$	16,798	$	15,864
Retail single-use	2,830		3,877		5,416		7,494
Wholesale	12,339		11,122		23,894		23,206
Advertising and other	2,339		1,286		3,265		1,925
Total revenue	$	26,239	$	24,302	$	49,373	$	48,489

Marketable securities

Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. In accordance with FASB ASC 320, Investments—Debt and Equity Securities, we have classified securities, which have readily determinable fair values and are highly liquid, as short-term because such securities are expected to be realized within a one-year period. At June 30, 2013 and December 31, 2012, we had $39,426 and $41,558, respectively, in short-term marketable securities 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, net.

For the six months ended June 30, 2013, 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, (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, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement.

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

Subscription fees from retail customers are paid monthly in advance and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. 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. The initial term of platform service license agreements is generally between two to five years and the agreements generally contain renewal clauses. 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 generally 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 estimated customer relationship period. The initial term of our contracts with telecom operations and wholesale partners generally range from three to fifteen years and the agreements generally contain renewal clauses. 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 adopted the provisions of Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”), on a prospective basis on January 1, 2011. For multiple-deliverable arrangements entered into prior to January 1, 2011 that are accounted for under ASC 605-25, Revenue Recognition—Multiple- Deliverable Revenue Arrangements, we defer recognition of revenue for the full arrangement and recognize all revenue ratably over the wholesale service period for platform service arrangements and the term of the estimated customer relationship period for DAS arrangements, as we do not have evidence of fair value for the undelivered elements in the arrangement. For multiple-deliverable arrangements entered into or materially modified after January 1, 2011 that are accounted for under ASC 605-25, we evaluate whether or not separate units of accounting exist and then allocate the arrangement consideration to all units of accounting based on the relative selling price method using estimated selling prices if vendor specific objective evidence and third party evidence is not available. We recognize the revenue associated with the separate units of accounting upon completion of such services or ratably over the wholesale service period for platform service arrangements and the term of the estimated customer relationship period for DAS arrangements.

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

Recent accounting pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). This ASU requires the netting of unrecognized tax benefits (UTBs) against a deferred tax asset for a loss or other carryforward that would apply in the settlement of the uncertain tax positions. The UTBs will be netted against all available same-jurisdiction loss or other tax carryforwards that would be utilized, rather than only against carryforwards that are created by the UTBs. ASU 2013-11 will require prospective application with optional retrospective application, and will be effective for reporting periods beginning after December 15, 2013. Early adoption is permitted. The adoption of this standard is not expected to have any impact on our financial statements as we currently present our UTBs as a reduction of our deferred tax assets for a loss or other carryforward rather than as a liability when the uncertain tax position would reduce the loss or other carryforward under the tax law.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the statement where net (loss) income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net (loss) income but only if the amount reclassified is required under GAAP to be reclassified to net (loss) income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net (loss) income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. ASU 2013-02 will be effective prospectively for reporting periods beginning after December 15, 2012. We adopted this standard effective January 1, 2013. The adoption of this standard did not have any impact on our financial statements as we currently do not have any amounts in AOCI.

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Property and equipment

6 Months Ended

Jun. 30, 2013

Property and equipment

Property and equipment

5. Property and equipment

Property and equipment consisted of the following:

	June 30, 2013			December 31, 2012
Leasehold improvements	$	82,658		$	72,119
Construction in progress	10,665			6,295
Computer equipment	7,230			7,493
Software	8,662			7,519
Office equipment	411			411
Total property and equipment	109,626			93,837
Less: accumulated depreciation and amortization	(59,090		)	(51,426		)
Total property and equipment, net	$	50,536		$	42,411

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

	Three Months EndedJune 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Network access	$	3,205	$	2,479	$	6,082	$	6,144
Network operations	1,008		716		1,816		1,390
Development and technology	472		130		888		280
General and administrative	49		33		81		59
Total depreciation and amortization of property and equipment	$	4,734	$	3,358	$	8,867	$	7,873

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Acquisition

6 Months Ended

Jun. 30, 2013

Acquisition

Acquisition

3. Acquisition

On February 22, 2013, we acquired all outstanding stock of Endeka Group, Inc. (“Endeka”). Endeka is a provider of commercial wireless broadband and Internet Protocol television (IPTV) services at certain military bases, as well as Wi-Fi services to certain federal law enforcement training facilities. We acquired Endeka because Endeka’s portfolio of venues and management team are natural additions to our managed network business. We have included the operating results of Endeka in our condensed consolidated financial statements since the date of acquisition. The operating results for Endeka for the three and six months ended June 30, 2013 are not material. The Endeka acquisition is not a significant acquisition for us and actual and pro forma financial statements have therefore not been included.

The acquisition has been accounted for under the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations. As such, the assets acquired and liabilities assumed are recorded at their acquisition-date fair values. The total purchase price was $6,623, which includes cash paid at closing, holdback consideration to be paid and additional contingent consideration comprised of two components: (i) a payment (“Build Payment”) if the amount of the capital expenditures incurred for the substantial completion of a specified build project is less than a target; and (ii) a payment (“Milestone Payment”) based on revenue generated by certain contracts in fiscal year 2014. There is no maximum to the contingent consideration payments for the Milestone Payment. The Build Payment is expected to be paid in late 2013 and the Milestone Payment will be paid on February 28, 2015.

The fair value of the contingent consideration is based on Level 3 inputs as defined in FASB ASC 820, Fair Value Measurements and Disclosures. Further changes in the fair value of the contingent consideration will be recorded through operating income. We allocated the excess of the purchase price over the fair value of assets acquired and liabilities assumed to goodwill, which is not deductible for tax purposes. The goodwill arising from the Endeka acquisition is attributable primarily to expected synergies and other benefits, including the acquired workforce, from combining Endeka with us.

The deferred tax liabilities are provisional pending the filing of Endeka’s 2012 and final short period 2013 tax returns. The contingent consideration was valued using a discounted cash flow method with probability weighted cash flows and a discount rate of 50.5%. The identifiable intangible assets were primarily valued using the excess earnings, relief from royalty, and replacement cost methods using discount rates ranging from 40.0% to 50.0% and royalty rates ranging from 0.5% to 1.5%, where applicable.

The amortizable intangible assets are being amortized straight-line over their estimated useful lives. The following summarizes the preliminary purchase price allocation:

	Estimated Fair Value			Estimated Useful Life (years)
Consideration:
Cash paid	$	4,894
Holdback consideration	400
Contingent consideration	1,329
Total consideration	$	6,623
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	20
Other current assets	44
Property and equipment	4,617
Other assets	12
Accounts payable	(992		)
Other current liabilities	(186		)
Notes payable and financed liabilities	(6,476		)
Deferred tax liabilities	(3,062		)
Net tangible liabilities acquired	(6,023		)
Existing customer contracts and relationships	4,770			10.0
Technology	930			6.0
Trademark and tradename	300			10.0
Non-compete agreement	250			2.0
Other intangibles	95			10.0
Goodwill	6,301
Total purchase price	$	6,623

As of June 30, 2013, we had gross intangible assets of $35,282 and accumulated amortization of $19,222. As of December 31, 2012, we had gross intangible assets of $28,905 and accumulated amortization of $18,311. Amortization expense for the six months ended December 31, 2013 will be $1,054. Amortization expense for the years ended December 31, 2014, 2015, 2016, 2017 and 2018 will be $2,032, $1,878, $1,816, $1,651, and $1,441, respectively.

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Stock incentive plans (Details 3) (RSU, USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
RSU
Stock incentive plans
Vesting period	2 years
Vesting percentage when the individual completes 12 months of continuous service	50.00%
Continuous service period of individual	12 months
Vesting percentage on a quarterly basis	50.00%
Number of Shares
Granted (in shares)	771
Forfeited (in shares)	(7)
Nonvested at the end of the period (in shares)	764
Weighted Average Grant-Date Fair Value
Granted (In dollars per share)	$ 6.18
Forfeited (In dollars per share)	$ 6.05
Nonvested at the end of the period (In dollars per share)	$ 6.18

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Summary of significant accounting policies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013
Basis of presentation
Decrease in net loss attributable to common stockholders due to certain out-of-period adjustments	$ 267
Business combinations
Transaction costs associated with business combinations	$ 34	$ 192
Concourse Communications Detroit, LLC
Principles of consolidation
Percentage of ownership in subsidiaries	70.00%	70.00%
Chicago Concourse Development Group, LLC
Principles of consolidation
Percentage of ownership in subsidiaries	70.00%	70.00%
Boingo Holding Participacoes Ltda.
Principles of consolidation
Percentage of ownership in subsidiaries	75.00%	75.00%

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Cash and cash equivalents (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011
Cash and cash equivalents:
Cash	$ 6,927		$ 16,677
Money market accounts	41,165		39,001
Marketable securities			2,460
Total cash and cash equivalents	48,092	56,026	58,138	93,933
Interest income	$ 104	$ 82

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Income taxes (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Income taxes
Windfall tax benefits from stock option exercises			$ 3,758
Income tax (benefit) expense	(173)	709	(640)	1,367
Effective tax rate (as a percent)			34.50%	28.60%
Deferred tax assets	2,399		2,399
Uncertain tax positions	392		392		392
Uncertain tax positions, reduction to deferred tax assets	$ 106		$ 106		$ 106

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Per Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
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	35,571	35,483
Common stock, shares outstanding	35,571	35,483

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Income taxes

6 Months Ended

Jun. 30, 2013

Income taxes

Income taxes

8. 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 (loss) 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, 2013, we recognized excess windfall tax benefits of $3,758 from stock option exercises. These benefits will decrease income taxes payable for the year ended December 31, 2013, and were recorded as an increase to additional paid-in capital in the accompanying condensed consolidated balance sheet as of June 30, 2013.

Income tax (benefit) expense of $(640) and $1,367 reflects an effective tax rate of 34.5% and 28.6% for the six months ended June 30, 2013 and 2012, 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, 2013 and 2012 and non-tax deductible transaction costs related to the acquisition of Endeka for the six months ended June 30, 2013. 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, 2013, we have net deferred tax assets of $2,399, which includes net operating loss carry-forwards. As of June 30, 2013 and December 31, 2012, we had $392 of uncertain tax positions, $106 of which is a reduction to deferred tax assets, which is presented net of uncertain tax positions, in the accompanying condensed consolidated balance sheets.

We are subject to taxation in the United States and in various states. Our tax years 2009 and forward are subject to examination by the IRS and our tax years 2007 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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Condensed Consolidated Statement of Stockholders' Equity (USD $) In Thousands, except Share data, unless otherwise specified	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Non-controlling Interests
Balance at Dec. 31, 2012	$ 144,499	$ 4	$ 178,219	$ (34,547)	$ 823
Balance (in shares) at Dec. 31, 2012		35,483,000
Increase (Decrease) in Stockholders' Equity
Issuance of common stock upon exercise of stock options	291		291
Issuance of common stock upon exercise of stock options (in shares)	243,000	243,000
Repurchase and retirement of common stock	(1,062)			(1,062)
Repurchase and retirement of common stock (in shares)	(155,000)	(155,000)
Stock-based compensation expense	1,847		1,847
Excess tax benefits from stock-based compensation	3,758		3,758
Non-controlling interests distributions	(578)				(578)
Net (loss) income	(1,214)			(1,520)	306
Balance at Jun. 30, 2013	$ 147,541	$ 4	$ 184,115	$ (37,129)	$ 551
Balance (in shares) at Jun. 30, 2013		35,571,000

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 48,092	$ 58,138
Restricted cash	30	30
Marketable securities	39,426	41,558
Accounts receivable, net	13,176	10,977
Prepaid expenses and other current assets	7,198	2,072
Deferred tax assets	1,204	1,204
Total current assets	109,126	113,979
Property and equipment, net	50,536	42,411
Goodwill	33,045	26,744
Intangible assets, net	16,060	10,594
Deferred tax assets	1,195	4,256
Other assets	3,113	4,548
Total assets	213,075	202,532
Current liabilities:
Accounts payable	5,555	4,990
Accrued expenses and other liabilities	13,552	11,019
Deferred revenue	21,653	17,329
Total current liabilities	40,760	33,338
Deferred revenue, net of current portion	22,796	24,123
Other liabilities	1,978	572
Total liabilities	65,534	58,033
Commitments and contingencies (Note 9)
Stockholders' equity:
Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding
Common stock, $0.0001 par value; 100,000 shares authorized; 35,571 and 35,483 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively	4	4
Additional paid-in capital	184,115	178,219
Accumulated deficit	(37,129)	(34,547)
Total common stockholders' equity	146,990	143,676
Non-controlling interests	551	823
Total stockholders' equity	147,541	144,499
Total liabilities and stockholders' equity	$ 213,075	$ 202,532

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Summary of significant accounting policies (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013 item	Jun. 30, 2012	Dec. 31, 2012
Segment and geographical information
Number of reportable segments			1
Revenue	$ 26,239	$ 24,302	$ 49,373	$ 48,489
Marketable securities
Short-term marketable securities	39,426		39,426		41,558
Long-term marketable securities	0		0
Unrealized gains or losses from investments in marketable securities			0
Realized gains or losses from investments in marketable securities			0
Retail subscription
Segment and geographical information
Revenue	8,731	8,017	16,798	15,864
Retail single-use
Segment and geographical information
Revenue	2,830	3,877	5,416	7,494
Wholesale
Segment and geographical information
Revenue	12,339	11,122	23,894	23,206
Advertising and other
Segment and geographical information
Revenue	$ 2,339	$ 1,286	$ 3,265	$ 1,925

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Property and equipment (Tables)

6 Months Ended

Jun. 30, 2013

Property and equipment

Schedule of property and equipment

	June 30, 2013			December 31, 2012
Leasehold improvements	$	82,658		$	72,119
Construction in progress	10,665			6,295
Computer equipment	7,230			7,493
Software	8,662			7,519
Office equipment	411			411
Total property and equipment	109,626			93,837
Less: accumulated depreciation and amortization	(59,090		)	(51,426		)
Total property and equipment, net	$	50,536		$	42,411

Schedule of depreciation and amortization expense

	Three Months EndedJune 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Network access	$	3,205	$	2,479	$	6,082	$	6,144
Network operations	1,008		716		1,816		1,390
Development and technology	472		130		888		280
General and administrative	49		33		81		59
Total depreciation and amortization of property and equipment	$	4,734	$	3,358	$	8,867	$	7,873

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Stock incentive plans (Details)	6 Months Ended
	Jun. 30, 2013
2011 Plan
Stock incentive plans
Common stock shares reserved for issuance	7,108,013
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
2001 Plan
Stock incentive plans
Number of shares available for grant (in shares)	0

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Fair value measurement (Details 2) (Fair value of contingent consideration, USD $) In Thousands, unless otherwise specified	0 Months Ended	6 Months Ended
	Feb. 22, 2013	Jun. 30, 2013
Fair value measurement
Discount rate (as a percent)		50.50%
Endeka
Fair value measurement
Discount rate (as a percent)	50.50%
Reconciliation between the beginning and ending balances of preferred stock warrants
Contingent consideration for acquisition of business		$ 1,329
Balance at the end of the period		$ 1,329

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Accrued expenses and other liabilities (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012
Accrued expenses and other liabilities
Revenue share	$ 3,916	$ 3,312
Salaries and wages	3,541	3,676
Accrued for construction-in-progress	850	1,003
Accrued partner network	1,394	1,134
Deferred rent	896	791
Other	2,955	1,103
Total accrued expenses and other liabilities	$ 13,552	$ 11,019

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Accrued expenses and other liabilities

6 Months Ended

Jun. 30, 2013

Accrued expenses and other liabilities

Accrued expenses and other liabilities

7. Accrued expenses and other liabilities

Accrued expenses and other liabilities consisted of the following:

	June 30, 2013		December 31, 2012
Revenue share	$	3,916	$	3,312
Salaries and wages	3,541		3,676
Accrued for construction-in-progress	850		1,003
Accrued partner network	1,394		1,134
Deferred rent	896		791
Other	2,955		1,103
Total accrued expenses and other liabilities	$	13,552	$	11,019

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Summary of significant accounting policies (Details 3) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013
Revenue recognition
Significant obligations related to the earned fees and collection of the related receivable	$ 0
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	3 years
Wholesale partner arrangement | Maximum
Revenue recognition
Term of the arrangement used to determine revenue recognition	15 years

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Net (loss) 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, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Numerator:
Net (loss) income attributable to common stockholders, basic and diluted	$ (399)	$ 1,461	$ (1,520)	$ 3,118
Denominator:
Weighted average common shares, basic	35,670,000	34,799,000	35,634,000	34,384,000
Dilutive effect of stock-based awards (in shares)		2,604,000		2,937,000
Weighted average common shares, dilutive	35,670,000	37,403,000	35,634,000	37,321,000
Net (loss) income per share attributable to common stockholders:
Basic (in dollars per share)	$ (0.01)	$ 0.04	$ (0.04)	$ 0.09
Diluted (in dollars per share)	$ (0.01)	$ 0.04	$ (0.04)	$ 0.08
Anti-dilutive securities
Anti-dilutive securities excluded from the computation of diluted net income per share		2,409,925		2,391,117

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Stock repurchases

6 Months Ended

Jun. 30, 2013

Stock repurchases

Stock repurchases

10. Stock repurchases

On April 1, 2013, the Company approved a stock repurchase program to repurchase up to $10,000 of the Company’s common stock in the open market, exclusive of any commissions, markups or expenses. The stock repurchased will be retired and will resume the status of authorized but unissued shares of common stock. During the six months ended June 30, 2013, we repurchased and retired 155,000 shares under this program for approximately $1,056, excluding commissions paid, or an average price per share of $6.81. As of June 30, 2013, the remaining approved amount for repurchases was approximately $8,944.

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Fair value measurement

6 Months Ended

Jun. 30, 2013

Fair value measurement

Fair value measurement

6. Fair value measurement

ASC 820 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, 2013	Level 1		Level 2		Level 3			Total
Assets:
Cash equivalents	$	41,165	$	—	$	—		$	41,165
Marketable securities	—		39,426		—			39,426
Restricted cash	30		—		—			30
Total assets	$	41,195	$	39,426	$	—		$	80,621
Liabilities:
Contingent consideration	$	—	$	—	$	(1,329	)	$	(1,329	)
Total liabilities	$	—	$	—	$	(1,329	)	$	(1,329	)

At December 31, 2012	Level 1		Level 2		Total
Assets:
Cash equivalents	$	39,001	$	2,460	$	41,461
Marketable securities	—		41,558		41,558
Restricted cash	30		—		30
Total assets	$	39,031	$	44,018	$	83,049

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.

The Company used the income approach to value the contingent consideration as of June 30, 2013. The contingent consideration used a discounted cash flow method with probability weighted cash flows and a discount rate of 50.5%. The following table presents a reconciliation of the beginning and ending amounts related to the fair value of contingent consideration for the Endeka acquisition, categorized as Level 3:

Beginning balance, January 1, 2013	$	—
Contingent consideration for acquisition of business	1,329
Change in fair value	—
Balance, June 30, 2013	$	1,329

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The business

6 Months Ended

Jun. 30, 2013

The business

The business

1. The business

Boingo Wireless, Inc. and its subsidiaries (collectively “we”, “us”, “our” or “the Company”) is a leading global provider of mobile 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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Property and equipment (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012
Property and equipment
Total property and equipment	$ 109,626		$ 109,626		$ 93,837
Less: accumulated depreciation and amortization	(59,090)		(59,090)		(51,426)
Total property and equipment, net	50,536		50,536		42,411
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	4,734	3,358	8,867	7,873
Network access
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	3,205	2,479	6,082	6,144
Network operations
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	1,008	716	1,816	1,390
Development and technology
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	472	130	888	280
General and administrative
Depreciation and amortization allocation
Total depreciation and amortization of property and equipment	49	33	81	59
Leasehold improvements
Property and equipment
Total property and equipment	82,658		82,658		72,119
Construction in progress
Property and equipment
Total property and equipment	10,665		10,665		6,295
Computer equipment
Property and equipment
Total property and equipment	7,230		7,230		7,493
Software
Property and equipment
Total property and equipment	8,662		8,662		7,519
Office equipment
Property and equipment
Total property and equipment	$ 411		$ 411		$ 411

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Summary of significant accounting policies (Policies)

6 Months Ended

Jun. 30, 2013

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, 2013 and 2012 are unaudited. The unaudited interim condensed consolidated financial information has been prepared in accordance with the rules and regulations of the SEC for interim financial information.  Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) in the United States of America (“U.S.”) for complete financial statements. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes for the year ended December 31, 2012 contained in our annual report on Form 10-K filed with the SEC on March 18, 2013. 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, 2013 and 2012, our results of cash flows for the six months ended June 30, 2013 and 2012, and our financial position as of June 30, 2013. 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.

During the quarter ended June 30, 2013, the Company recorded certain out-of-period adjustments that decreased net loss attributable to common stockholders by $267. The impact of these out-of-period adjustments is not considered material, individually and in the aggregate, to any of the current or prior quarterly or annual periods.

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

Business combinations

Business combinations

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

The Company performs valuations of assets acquired and liabilities assumed for an acquisition and allocates the purchase price to its respective net tangible and intangible assets. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates including the selection of valuation methodologies, estimates of future revenues and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with fair values of assets and liabilities assumed in a business combination.

Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expenses in the condensed consolidated statements of operations. Transaction costs were $34 and $192 for the three and six months ended June 30, 2013, respectively.

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

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenue:
Retail subscription	$	8,731	$	8,017	$	16,798	$	15,864
Retail single-use	2,830		3,877		5,416		7,494
Wholesale	12,339		11,122		23,894		23,206
Advertising and other	2,339		1,286		3,265		1,925
Total revenue	$	26,239	$	24,302	$	49,373	$	48,489

Marketable securities

Marketable securities

Our marketable securities consist of available-for-sale securities with original maturities exceeding three months. In accordance with FASB ASC 320, Investments—Debt and Equity Securities, we have classified securities, which have readily determinable fair values and are highly liquid, as short-term because such securities are expected to be realized within a one-year period. At June 30, 2013 and December 31, 2012, we had $39,426 and $41,558, respectively, in short-term marketable securities 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, net.

For the six months ended June 30, 2013, 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, (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, and (iv) display advertisements and sponsorships on our walled garden sign-in pages. Software licensed by our wholesale platform services customers can only be used during the term of the service arrangements and has no utility to them upon termination of the service arrangement.

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

Subscription fees from retail customers are paid monthly in advance and revenue is deferred for the portions of monthly recurring subscription fees collected in advance. 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. The initial term of platform service license agreements is generally between two to five years and the agreements generally contain renewal clauses. 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 generally 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 estimated customer relationship period. The initial term of our contracts with telecom operations and wholesale partners generally range from three to fifteen years and the agreements generally contain renewal clauses. 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 adopted the provisions of Accounting Standards Update (“ASU”) 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”), on a prospective basis on January 1, 2011. For multiple-deliverable arrangements entered into prior to January 1, 2011 that are accounted for under ASC 605-25, Revenue Recognition—Multiple- Deliverable Revenue Arrangements, we defer recognition of revenue for the full arrangement and recognize all revenue ratably over the wholesale service period for platform service arrangements and the term of the estimated customer relationship period for DAS arrangements, as we do not have evidence of fair value for the undelivered elements in the arrangement. For multiple-deliverable arrangements entered into or materially modified after January 1, 2011 that are accounted for under ASC 605-25, we evaluate whether or not separate units of accounting exist and then allocate the arrangement consideration to all units of accounting based on the relative selling price method using estimated selling prices if vendor specific objective evidence and third party evidence is not available. We recognize the revenue associated with the separate units of accounting upon completion of such services or ratably over the wholesale service period for platform service arrangements and the term of the estimated customer relationship period for DAS arrangements.

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

Recent accounting pronouncements

Recent accounting pronouncements

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”). This ASU requires the netting of unrecognized tax benefits (UTBs) against a deferred tax asset for a loss or other carryforward that would apply in the settlement of the uncertain tax positions. The UTBs will be netted against all available same-jurisdiction loss or other tax carryforwards that would be utilized, rather than only against carryforwards that are created by the UTBs. ASU 2013-11 will require prospective application with optional retrospective application, and will be effective for reporting periods beginning after December 15, 2013. Early adoption is permitted. The adoption of this standard is not expected to have any impact on our financial statements as we currently present our UTBs as a reduction of our deferred tax assets for a loss or other carryforward rather than as a liability when the uncertain tax position would reduce the loss or other carryforward under the tax law.

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This ASU requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income (“AOCI”) by component. In addition, an entity is required to present, either on the face of the statement where net (loss) income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net (loss) income but only if the amount reclassified is required under GAAP to be reclassified to net (loss) income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net (loss) income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about those amounts. ASU 2013-02 will be effective prospectively for reporting periods beginning after December 15, 2012. We adopted this standard effective January 1, 2013. The adoption of this standard did not have any impact on our financial statements as we currently do not have any amounts in AOCI.

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Commitments and contingencies

6 Months Ended

Jun. 30, 2013

Commitments and contingencies

Commitments and contingencies

9. 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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Cash and cash equivalents (Tables)

6 Months Ended

Jun. 30, 2013

Cash and cash equivalents

Schedule of cash and cash equivalents

	June 30, 2013		December 31, 2012
Cash and cash equivalents:
Cash	$	6,927	$	16,677
Money market accounts	41,165		39,001
Marketable securities	—		2,460
Total cash and cash equivalents	$	48,092	$	58,138

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Summary of significant accounting policies (Tables)

6 Months Ended

Jun. 30, 2013

Summary of significant accounting policies

Summary of the entity's revenue by primary revenue source

	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
Revenue:
Retail subscription	$	8,731	$	8,017	$	16,798	$	15,864
Retail single-use	2,830		3,877		5,416		7,494
Wholesale	12,339		11,122		23,894		23,206
Advertising and other	2,339		1,286		3,265		1,925
Total revenue	$	26,239	$	24,302	$	49,373	$	48,489

XML

Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Jul. 29, 2013
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, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		35,588,711
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q2

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Acquisition (Tables)

6 Months Ended

Jun. 30, 2013

Acquisition

Summary of the preliminary purchase price allocation

	Estimated Fair Value		Estimated Useful Life (years)
Consideration:
Cash paid	$	4,894
Holdback consideration	400
Contingent consideration	1,329
Total consideration	$	6,623

Schedule of recognized amounts of identifiable assets acquired and liabilities assumed including intangible assets

	Estimated Fair Value			Estimated Useful Life (years)
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash	$	20
Other current assets	44
Property and equipment	4,617
Other assets	12
Accounts payable	(992		)
Other current liabilities	(186		)
Notes payable and financed liabilities	(6,476		)
Deferred tax liabilities	(3,062		)
Net tangible liabilities acquired	(6,023		)
Existing customer contracts and relationships	4,770			10.0
Technology	930			6.0
Trademark and tradename	300			10.0
Non-compete agreement	250			2.0
Other intangibles	95			10.0
Goodwill	6,301
Total purchase price	$	6,623