0001104659-16-118290.txt : 20160505 0001104659-16-118290.hdr.sgml : 20160505 20160505161107 ACCESSION NUMBER: 0001104659-16-118290 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20160505 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160505 DATE AS OF CHANGE: 20160505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOINGO WIRELESS INC CENTRAL INDEX KEY: 0001169988 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35155 FILM NUMBER: 161623784 BUSINESS ADDRESS: STREET 1: 10960 WILSHIRE BLVD., 23RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-586-5180 MAIL ADDRESS: STREET 1: 10960 WILSHIRE BLVD., 23RD FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 8-K 1 a16-10563_18k.htm 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 5, 2016

 


 

BOINGO WIRELESS, INC.

(Exact name of registrant as specified in its charter)

 


 

Delaware

 

001-35155

 

95-4856877

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

10960 Wilshire Blvd., 23rd Floor
Los Angeles, California

 

90024

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 586-5180

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o                 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 2.02. Results of Operations and Financial Condition

 

On May 5, 2016, Boingo Wireless, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2016. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

See the Exhibit Index attached to this report.

 

2



 

SIGNATURE

 

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

 

 

BOINGO WIRELESS, INC.

 

 

 

Date: May 5, 2016

By:

/s/ Peter Hovenier

 

 

Peter Hovenier

 

 

Chief Financial Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release dated May 5, 2016 entitled “Boingo Wireless Reports Strong First Quarter 2016 Financial Results” issued by Boingo Wireless, Inc. on May 5, 2016.

 

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EX-99.1 2 a16-10563_1ex99d1.htm EX-99.1

Exhibit 99.1

 

PRESS RELEASE

GRAPHIC

 

Boingo Wireless Reports Strong First Quarter 2016 Financial Results

 

–     Revenue of $34.5 million at high-end of guidance range and increased 17.4% year-over-year

–     Adjusted EBITDA of $5.1 million exceeded guidance and increased 60.8% year-over-year

–     DAS nodes of 12,500 increased 40.4% year-over-year

–     Boingo Broadband covered 250,000 beds on military bases with 27.6% subscriber penetration

 

LOS ANGELES — May 5, 2016 — Boingo Wireless (NASDAQ: WIFI), the leading distributed antenna system (DAS) and Wi-Fi provider that serves consumers, carriers and advertisers worldwide, today announced the Company’s financial results for the first quarter ended March 31, 2016.

 

First Quarter 2016 Financial Highlights

 

·                  Revenue of $34.5 million increased 17.4% compared to $29.4 million in the first quarter of 2015. Growth was led by strength in DAS, military and wholesale Wi-Fi, including carrier offload.

 

·                  DAS revenue of $11.1 million increased 15.7% compared to $9.6 million in the first quarter of 2015. DAS revenue for the quarter was comprised of $7.0 million of build-out project revenue and $4.1 million of access fee revenue.

 

·                  Military revenue of $9.1 million increased 158.9% compared to $3.5 million in the first quarter of 2015.

 

·                  Wholesale Wi-Fi revenue of $4.9 million increased 18.4% compared to $4.2 million in the first quarter of 2015.

 

·                  Net loss attributable to common stockholders was $10.0 million, or $0.27 per diluted share, compared to a net loss of $7.9 million, or $0.22 per diluted share, in the first quarter of 2015.

 

·                  Adjusted EBITDA of $5.1 million increased 60.8% compared to $3.2 million in the first quarter of 2015. Adjusted EBITDA, which is a non-GAAP financial measure, is defined below and is reconciled to net loss attributable to common stockholders, the most comparable measure under GAAP, in the schedule entitled “Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA.”

 

·                  Free cash flow was a negative $4.5 million compared to a negative $4.1 million in the first quarter of 2015. Free cash flow, which is a non-GAAP financial measure, is defined below and is reconciled to net cash provided by operating activities, the most comparable measure under GAAP, in the schedule entitled “Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flows.”

 

1



 

Business Highlights

 

·                  The Company signed 12 DAS carrier contracts during the quarter and had 30 DAS venues deployed as of March 31, 2016.

 

·                  Boingo Broadband high-speed Wi-Fi and IPTV covered 250,000 beds on 51 U.S. military bases as of March 31, 2016 compared to 244,000 beds on 49 U.S. military bases as of December 31, 2015.  Subscriber penetration grew to 27.6% from 23.4% in the fourth quarter of 2015.

 

·                  The Company has begun small cell market trials with two Tier 1 carriers to serve as an extension of the macro cellular network in providing coverage and capacity to smaller venues.

 

Management Commentary

 

“I am pleased to report our momentum continues and once again, we delivered very strong quarterly performance,” said David Hagan, Chief Executive Officer of Boingo Wireless. “The first quarter of 2016 represents our sixth consecutive quarter of double-digit, year-over-year revenue growth, as well as our third consecutive quarter of EBITDA margin expansion. The results of Boingo’s long-term strategy are coming to fruition following several years of significant investment in building out the Company’s high-density wireless networks. Continuing this positive trend, we believe we will be in a position to generate positive free cash flow in the second half of 2016. Our strong performance reflects the focused implementation of our long-term strategy and precise execution by the team.  Given these positive factors, I truly believe that Boingo is poised to realize the benefits of its strategic plan and leverage its market leading position for years to come.”

 

Mr. Hagan continued, “Strength in DAS continued, and we signed 12 DAS carrier contracts during the first quarter. The next natural extension of DAS is small cell and we are very pleased to announce we have begun small cell in market trials with two Tier 1 carriers. These market trials are enabling us to test different solutions and understand the implications for how small cells will become a part of our product portfolio going forward. In regards to carrier offload, we have seen significant growth in data consumed by Sprint customers and we are very pleased with how well the product has been performing. Lastly, our military build-out remains on schedule to complete all 300,000 beds by year-end and we are very pleased with current penetration rates which have surpassed our expectations.”

 

Business Outlook

 

Boingo Wireless is initiating guidance for the second quarter ending June 30, 2016 and reiterating guidance for the full year ending December 31, 2016 as follows:

 

Second Quarter 2016

 

·                  Revenue is expected to be in the range of $37.5 million to $40.5 million.

·                  Adjusted EBITDA is expected to be in the range of $7.5 million to $9.5 million.

·                  Net loss attributable to common stockholders is expected to be in the range of $9.0 million to $7.0 million, or a net loss of $0.24 to $0.19 per diluted share.

 

2



 

Full Year 2016

 

·                  Revenue is expected to be in the range of $158.0 million to $164.0 million.

·                  Adjusted EBITDA is expected to be in the range of $38.5 million to $42.5 million.

·                  Net loss attributable to common stockholders is expected to be in the range of $30.0 million to $26.0 million, or a net loss of $0.79 to $0.68 per diluted share.

 

Conference Call Information

 

Members of Boingo Wireless’ management will host a conference call to discuss its first quarter 2016 financial results beginning at 4:30 p.m. ET (1:30 p.m. PT), today, May 5, 2016. To participate in the conference call, investors from the U.S. and Canada should dial (877) 407-0789 and enter the passcode: 13635177 ten minutes prior to the scheduled start time. International callers should dial +1 (201) 689-8562 and enter the same passcode. The conference call will be broadcast live over the Internet in the Investor Relations section of the company’s website at http://investors.boingo.com. In addition, a supplement reflecting the company’s key business metrics will be made available in the Investor Relations section of the company’s website. The supplement and webcast will be archived online upon completion of the conference call.

 

Use of Non-GAAP Financial Measures

 

To supplement Boingo Wireless’ financial statements presented on a GAAP basis, Boingo Wireless provides Adjusted EBITDA and free cash flows as supplemental measures of its performance.

 

The company defines Adjusted EBITDA as net loss attributable to common stockholders plus depreciation and amortization of property and equipment, income tax expense, amortization of intangible assets, stock-based compensation expense, non-controlling interests and interest and other expense, net. Boingo Wireless believes Adjusted EBITDA is useful to investors in evaluating its operating performance. Boingo’s management uses Adjusted EBITDA in conjunction with accounting principles generally accepted in the United States, or GAAP, and operating performance measures as part of its overall assessment of the company’s performance for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its board of directors concerning its financial performance. Adjusted EBITDA should not be considered as an alternative financial measure to net loss attributable to common stockholders, which is the most directly comparable financial measure calculated in accordance with GAAP, or any other measure of financial performance calculated in accordance with GAAP.

 

The company defines free cash flows as cash flows provided by operating activities, less purchases of property and equipment, net. Boingo Wireless believes that free cash flows provides investors with additional useful information to measure operating liquidity because it reflects the amount of cash generated by the company’s operations after the purchases of property and equipment, that can be used for strategic opportunities. Free cash flows should not be considered as an alternative financial measure to net cash provided by operating activities, which is the most directly comparable financial measure calculated in accordance with GAAP, or any other measure of financial performance calculated in accordance with GAAP.

 

3



 

About Boingo Wireless

 

Boingo Wireless, Inc. (NASDAQ: WIFI) helps the world stay connected. Boingo’s vast footprint of small cell networks covers more than a million and a half DAS and Wi-Fi locations and reaches more than 1 billion consumers annually — in places as varied as airports, stadiums, arenas, universities, and military bases. For more information about the Boingo story, visit www.boingo.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These forward-looking statements include the quotations from management in this press release, as well as any statements regarding Boingo’s strategic plans and future guidance. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Since forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include our ability to maintain our existing and establish new relationships with venue partners, particularly key airport venue partners and military bases, our ability to maintain revenue growth and achieve profitability, our ability to execute on our strategic and business plans, our ability to successfully compete with new technologies and adapt to changes in the wireless industry, as well as other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (SEC), including Boingo’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016, which the Company incorporates by reference into this press release. Any forward-looking statement made by Boingo in this press release speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for Boingo to predict all of them. Boingo undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

Boingo, Boingo Wireless, the Boingo Wireless Logo and Don’t Just Go. Boingo. are registered trademarks of Boingo Wireless, Inc. All other trademarks are the properties of their respective owners.

 

4



 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Revenue

 

$

34,499

 

$

29,392

 

Costs and operating expenses:

 

 

 

 

 

Network access

 

14,678

 

13,623

 

Network operations

 

10,450

 

8,039

 

Development and technology

 

5,353

 

4,191

 

Selling and marketing

 

4,668

 

4,416

 

General and administrative

 

8,152

 

5,833

 

Amortization of intangible assets

 

865

 

893

 

Total costs and operating expenses

 

44,166

 

36,995

 

Loss from operations

 

(9,667

)

(7,603

)

Interest and other expense, net

 

(30

)

(20

)

Loss before income taxes

 

(9,697

)

(7,623

)

Income tax expense

 

238

 

204

 

Net loss

 

(9,935

)

(7,827

)

Net income attributable to non-controlling interests

 

49

 

55

 

Net loss attributable to common stockholders

 

$

(9,984

)

$

(7,882

)

 

 

 

 

 

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

Basic

 

$

(0.27

)

$

(0.22

)

Diluted

 

$

(0.27

)

$

(0.22

)

 

 

 

 

 

 

Weighted average shares used in computing net loss per share attributable to common stockholders:

 

 

 

 

 

Basic

 

37,554

 

36,390

 

Diluted

 

37,554

 

36,390

 

 

5



 

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

 

 

March 31,
2016

 

December 31,
2015

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

14,651

 

$

14,718

 

Accounts receivable, net

 

42,736

 

43,552

 

Prepaid expenses and other current assets

 

4,053

 

3,876

 

Total current assets

 

61,440

 

62,146

 

Property and equipment, net

 

224,962

 

214,500

 

Goodwill

 

42,403

 

42,403

 

Intangible assets, net

 

15,173

 

16,055

 

Other assets

 

6,616

 

5,908

 

Total assets

 

$

350,594

 

$

341,012

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

19,923

 

$

29,376

 

Accrued expenses and other liabilities

 

24,151

 

36,328

 

Deferred revenue

 

35,379

 

25,759

 

Current portion of long-term debt

 

875

 

875

 

Current portion of capital leases

 

1,596

 

1,610

 

Total current liabilities

 

81,924

 

93,948

 

Deferred revenue, net of current portion

 

127,159

 

106,825

 

Long-term debt

 

21,531

 

16,750

 

Long-term portion of capital leases

 

2,320

 

2,217

 

Deferred tax liabilities

 

3,105

 

2,965

 

Other liabilities

 

8,105

 

6,272

 

Total liabilities

 

244,144

 

228,977

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.0001 par value; 5,000 shares authorized; no shares issued and outstanding

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized; 37,829 and 37,325 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively

 

4

 

4

 

Additional paid-in capital

 

201,963

 

197,612

 

Accumulated deficit

 

(95,254

)

(85,176

)

Accumulated other comprehensive loss

 

(1,032

)

(1,160

)

Total common stockholders’ equity

 

105,681

 

111,280

 

Non-controlling interests

 

769

 

755

 

Total stockholders’ equity

 

106,450

 

112,035

 

Total liabilities and stockholders’ equity

 

$

350,594

 

$

341,012

 

 

6



 

Boingo Wireless, Inc.

Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(9,984

)

$

(7,882

)

Depreciation and amortization of property and equipment

 

10,308

 

8,054

 

Income tax expense

 

238

 

204

 

Amortization of intangible assets

 

865

 

893

 

Stock-based compensation expense

 

3,605

 

1,835

 

Non-controlling interests

 

49

 

55

 

Interest and other expense, net

 

30

 

20

 

Adjusted EBITDA

 

$

5,111

 

$

3,179

 

 

7



 

Boingo Wireless, Inc.

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flows

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
March 31,

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

41,037

 

$

12,475

 

Purchases of property and equipment, net

 

(45,522

)

(16,600

)

Free cash flows

 

$

(4,485

)

$

(4,125

)

 

8



 

Boingo Wireless, Inc.

Revenue Summary

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
March 31,

 

 

 

2016

 

2015

 

Revenue:

 

 

 

 

 

DAS

 

$

11,106

 

$

9,596

 

Military

 

9,098

 

3,514

 

Retail

 

6,914

 

8,709

 

Wholesale—Wi-Fi

 

4,937

 

4,170

 

Advertising and other

 

2,444

 

3,403

 

Total revenue

 

$

34,499

 

$

29,392

 

 

9



 

Boingo Wireless, Inc.

Key Business Metrics

(In thousands)

 

 

 

Three Months Ended March
31,

 

 

 

2016

 

2015

 

Key business metrics:

 

 

 

 

 

DAS nodes(1)

 

12.5

 

8.9

 

DAS nodes in backlog(2)

 

5.2

 

4.6

 

Subscribers—military(3)

 

69

 

32

 

Subscribers—retail(3)

 

187

 

235

 

Connects(4)

 

30,353

 

22,819

 

 


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

(2)                                 This metric represents the number of DAS nodes under contract but not yet active as of the end of the period.

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

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

 

CONTACTS:

PRESS:

Lauren de la Fuente

Vice President, Marketing and Communications

ldelafuente@boingo.com

(310) 405-8517

 

INVESTORS:

Kimberly Orlando

Addo Communications

kimberlyo@addocommunications.com

(310) 829-5400

 

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