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8-K - 8-K - BOINGO WIRELESS, INC.a11-29221_18k.htm

Exhibit 99.1

 

PRESS RELEASE

GRAPHIC

 

 

CONTACTS:

 

 

Christian Gunning

Director, Corporate Communications

cgunning@boingo.com

(310) 586-4009

 

Andrew Greenebaum / Laura Foster

Addo Communications

andrewg@addocommunications.com /

lauraf@addocommunications.com

(310) 829-5400

 

Boingo Wireless Reports Strong Third Quarter 2011 Financial Results

 

Revenue increases 22.1% and Adjusted EBITDA increases 57.3% versus prior year

 

LOS ANGELES – November 3, 2011 – Boingo Wireless, Inc. (NASDAQ: WIFI), the world’s leading Wi-Fi software and services provider, today announced the company’s financial results for the third quarter ended September 30, 2011.

 

Third Quarter 2011 Financial Highlights

 

Boingo Wireless reported revenue of $24.7 million, compared to $20.2 million for the third quarter of 2010, an increase of 22.1 percent.

 

Adjusted EBITDA was $8.2 million, compared to $5.2 million for the third quarter of 2010, an increase of 57.3 percent.  Adjusted EBITDA, which is a non-GAAP financial measure, is defined below and reconciled to net income (loss), the most comparable measure under GAAP, in the section entitled “Use of non-GAAP financial measures.”

 

Net income attributable to common stockholders was $1.7 million, or $0.05 per diluted share. This is compared to net income attributable to common stockholders for the third quarter of 2010 of $0.9 million, or $0.07 per diluted share.

 

The company generated $10.1 million in cash from operating activities and ended the third quarter with total cash and investments of $87.2 million.

 

Management Commentary

 

“We are pleased with the strength of our third quarter financial results as we continue to make progress on our strategic initiatives,” said David Hagan, President and Chief Executive Officer of Boingo Wireless.  “Both our retail and wholesale businesses contributed meaningfully, which translated into increased EBITDA, net income profitability and cash flow generation. This momentum further emphasizes our ability to execute new partner relationships, expand the installed base of our software on a global basis and leverage our leadership position in the center of the Wi-Fi ecosystem.”

 

1



 

Business Highlights

 

Key accomplishments include:

 

·                  A three-year wholesale platform services agreement with LG Uplus (“LG U+”) to provide global Wi-Fi roaming and cellular data offload services for LG Uplus customers.  Boingo also signed a separate network access agreement for its retail and wholesale customers to access over 40,000 LG Uplus hotspots in South Korea.

·                  An agreement with Towerstream Corporation to manage services across its state-of-the-art Wi-Fi network in Manhattan, including provisions to leverage additional networks that Towerstream may build and launch in the future.

·                  A roaming agreement with Wire & Wireless (Wi2) for Boingo customers to access more than 3,000 hotspots operated by the Wi2 300 service throughout Japan.

·                  The simplification of network access plans so that retail customers using more than one Wi-Fi enabled device now have a single account with a single monthly fee.

 

Business Outlook

 

Boingo Wireless is initiating guidance for the fourth quarter ended December 31, 2011, as follows:

 

Q4 2011

 

·                  Revenue is expected to be in the range of $24.3 million to $25.3 million

·                  Adjusted EBITDA is expected to be in the range of $7.3 million to $8.3 million

·                  Net income attributable to common stockholders is expected to be in the range of $1.3 million to $2.3 million, or $0.04 to $0.06 per diluted share.

 

Boingo Wireless’ guidance for the full year ended December 31, 2011, is as follows:

 

Full Year 2011

 

·                  Revenue is expected to be in the range of $93.0 million to $94.0 million

·                  Adjusted EBITDA is expected to be in the range of $27.0 million to $28.0 million

·                  Net income attributable to common stockholders is expected to be in the range of $3.9 million to $4.9 million, or $0.11 to $0.14 per diluted share.

 

Conference call information

 

Members of Boingo Wireless’ management will host a conference call to discuss its third quarter 2011 financial results and future outlook beginning at 4:30 pm ET (1:30 pm PT), today, November 3, 2011. To participate in the conference call, investors from the U.S. and Canada should dial (877) 941-4774 ten minutes prior to the scheduled start time. International callers should dial (480) 629-9760. In addition, the call will be broadcast live over the Internet hosted on the Investor Relations section of the company’s website at http://investors.boingo.com and will be archived online upon completion of the conference call.

 

2



 

Use of non-GAAP financial measures

 

To supplement Boingo Wireless’ financial statements presented on a GAAP basis, Boingo Wireless provides Adjusted EBITDA as a supplemental measure of its performance.  The company defines Adjusted EBITDA as net income (loss) attributable to common stockholders plus depreciation, accretion of convertible and redeemable stock, income taxes, amortization of intangible assets, stock-based compensation expense, non-controlling interests expense and interest and other expense (income), net.

 

Boingo Wireless believes Adjusted EBITDA is useful to investors in evaluating its operating performance. Boingo’s management uses Adjusted EBITDA in conjunction with accounting principles generally accepted in the United States of America, or GAAP, operating performance measures as part of its overall assessment of the 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) income, which is the most directly comparable financial measure calculated in accordance with GAAP, or any other measure of financial performance calculated in accordance with GAAP.

 

About Boingo Wireless

 

Boingo Wireless, Inc. (NASDAQ: WIFI), the world’s leading Wi-Fi software and services provider, makes it easy, convenient and cost-effective for people to enjoy Wi-Fi access on their laptop or mobile device at more than 400,000 hotspots worldwide. With a single account, Boingo users can access the mobile internet via Boingo Network locations that include the top airports around the world, major hotel chains, cafés and coffee shops, restaurants, convention centers and metropolitan hot zones. Boingo and its Concourse Communications Group subsidiary operate wired and wireless networks at large-scale venues worldwide such as airports, major sporting arenas, malls, and convention centers, as well as quick serve restaurants. For more information about Boingo, please visit http://www.boingo.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These forward-looking statements include the quotations from management in this press release, as well as any statements regarding Boingo’s strategic plans and future guidance. Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Since forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, as well as other risk and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (“SEC”), including Boingo’s prospectus previously filed with SEC pursuant to Rule 424(b)(4) on May 5, 2011. Any forward-looking statement made by us in this press release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

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

 

3



 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

24,688

 

$

20,214

 

$

68,659

 

$

59,011

 

 

 

 

 

 

 

 

 

 

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

9,647

 

7,742

 

27,153

 

23,278

 

Network operations

 

4,097

 

3,236

 

11,765

 

9,725

 

Development and technology

 

2,449

 

1,978

 

7,192

 

6,194

 

Selling and marketing

 

1,955

 

1,509

 

5,410

 

4,288

 

General and administrative

 

3,236

 

2,554

 

8,610

 

7,137

 

Amortization of intangible assets

 

323

 

573

 

1,392

 

1,922

 

 

 

 

 

 

 

 

 

 

 

Total costs and operating expenses

 

21,707

 

17,592

 

61,522

 

52,544

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

2,981

 

2,622

 

7,137

 

6,467

 

Interest and other (expense) income, net

 

13

 

(75)

 

(292

)

17

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

2,994

 

2,547

 

6,845

 

6,484

 

Income taxes

 

1,194

 

319

 

2,067

 

806

 

 

 

 

 

 

 

 

 

 

 

Net income

 

1,800

 

2,228

 

4,778

 

5,678

 

Net income attributable to non-controlling interests

 

138

 

118

 

420

 

350

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Boingo Wireless, Inc.

 

1,662

 

2,110

 

4,358

 

5,328

 

Accretion of convertible preferred stock

 

¾

 

(1,194

)

(1,633

)

 (3,826)

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders, basic

 

$

1,662

 

$

916

 

$

2,725

 

$

1,502

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.05

 

$

0.16

 

$

0.13

 

$

0.26

 

Diluted

 

$

0.05

 

$

0.07

 

$

0.12

 

$

0.17

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

33,139

 

5,835

 

20,865

 

5,834

 

Diluted

 

36,678

 

31,408

 

24,470

 

31,133

 

 

4



 

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

 (In thousands, except per share amounts)

 

 

 

September 30,

 

December 31,

 

 

 

 

 

 

 

 

 

2011

 

2010

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

78,854

 

$

25,721

 

Restricted cash

 

1,066

 

1,001

 

Marketable securities

 

8,373

 

9,373

 

Accounts receivable, net of allowances of $92 and $107, respectively

 

5,892

 

7,946

 

Prepaid expenses and other current assets

 

1,552

 

1,306

 

Deferred tax assets

 

3,572

 

3,572

 

Total current assets

 

99,309

 

48,919

 

Property and equipment, net

 

39,213

 

36,024

 

Goodwill

 

25,512

 

25,512

 

Other intangible assets, net

 

9,749

 

10,992

 

Deferred tax assets

 

6,697

 

6,697

 

Other assets

 

4,952

 

4,891

 

Total assets

 

$

185,432

 

$

133,035

 

 

 

 

 

 

 

Liabilities, convertible preferred stock and stockholders’ equity (deficit)

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

5,830

 

$

4,596

 

Accrued expenses and other liabilities

 

12,017

 

13,531

 

Deferred revenue

 

14,122

 

10,829

 

Current portion of capital leases

 

90

 

420

 

Total current liabilities

 

32,059

 

29,376

 

Deferred revenue, net of current portion

 

25,757

 

28,149

 

Other liabilities

 

936

 

2,181

 

Total liabilities

 

58,752

 

59,706

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

Convertible preferred stock:

 

 

 

 

 

Series A convertible preferred stock, $0.0001 par value; 5,053 shares authorized, issued and outstanding at December 31, 2010

 

 

22,263

 

Series A-2 convertible preferred stock, $0.0001 par value; 1,105 shares authorized, issued and outstanding at December 31, 2010

 

 

6,868

 

Series B convertible preferred stock, $0.0001 par value; 3,500 shares authorized, and 3,433 shares issued and outstanding at December 31, 2010

 

 

13,948

 

Series C convertible preferred stock, $0.0001 par value; 10,992 shares authorized, 10,983 shares issued and outstanding at December 31, 2010

 

 

79,890

 

Total convertible preferred stock

 

 

122,969

 

 

 

 

 

 

 

Stockholders’ equity (deficit):

 

 

 

 

 

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

 

 

 

Common stock, $0.0001 par value; 100,000 and 34,900 shares authorized, 34,390 and 7,092 shares issued, 33,169 and 5,835 shares outstanding at September 30, 2011 and December 31, 2010, respectively

 

3

 

 

Treasury stock at cost, 1,257 shares

 

 

(4,575)

 

Note receivable from stockholder

 

 

(103)

 

Additional paid in capital

 

168,935

 

 

Accumulated deficit

 

(42,434)

 

(45,159)

 

Total common stockholders’ equity (deficit)

 

126,504

 

(49,837)

 

Non-controlling interests

 

176

 

197

 

Total stockholders’ equity (deficit)

 

126,680

 

(49,640)

 

Total liabilities, convertible preferred stock and stockholders’ equity (deficit)

 

$

185,432

 

$

133,035

 

 

5



 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

Nine Months Ended

 

 

 

 

 

 

 

September 30,

 

 

 

 

 

 

 

 

 

2011

 

2010

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

4,778

 

$

5,678

 

Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization of property and equipment

 

8,894

 

5,401

 

Amortization of intangible assets

 

1,392

 

1,922

 

Stock-based compensation

 

2,275

 

684

 

Forgiveness of notes receivable from stockholder

 

103

 

 

Unbilled receivables

 

(304)

 

739

 

Change in fair value of preferred stock warrants

 

139

 

 

Changes in operating assets and liabilities, net of effect of acquisition:

 

 

 

 

 

Accounts receivable

 

2,054

 

1,017

 

Prepaid expenses and other assets

 

54

 

(1,562)

 

Accounts payable

 

55

 

421

 

Accrued expenses and other liabilities

 

(355)

 

(1,687)

 

Deferred revenue

 

901

 

5,578

 

Net cash provided by operating activities

 

19,986

 

18,191

 

Cash flows from investing activities

 

 

 

 

 

(Increase) decrease in restricted cash

 

(65)

 

848

 

Sales of short-term marketable securities

 

1,000

 

 

Purchases of property and equipment

 

(13,154)

 

(5,896)

 

Contractual payments related to business acquisition

 

(127)

 

(138)

 

Net cash used in investing activities

 

(12,346)

 

(5,186)

 

Cash flows from financing activities

 

 

 

 

 

Payments of capital leases

 

(330)

 

(505)

 

Payments to non-controlling interests

 

(547)

 

(399)

 

Proceeds from exercise of stock options

 

602

 

1

 

Proceeds from issuance of common stock upon initial public offering

 

48,297

 

 

Offering costs

 

(2,529)

 

 

Net cash provided by (used in) financing activities

 

45,493

 

(903)

 

Net increase in cash and cash equivalents

 

53,133

 

12,102

 

Cash and cash equivalents at beginning of period

 

25,721

 

22,629

 

Cash and cash equivalents at end of period

 

$

78,854

 

$

34,731

 

Supplemental disclosure of cash flow information

 

 

 

 

 

Cash paid for interest

 

$

11

 

$

23

 

Cash paid for taxes

 

1,194

 

1,027

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

Conversion of convertible preferred stock into common stock

 

124,602

 

 

Retirement of treasury stock

 

4,575

 

 

Property and equipment and software maintenance costs in accounts payable, accrued expenses and other liabilities

 

2,247

 

2,011

 

Accretion of convertible preferred stock

 

1,633

 

3,826

 

Exercise and conversion of preferred stock warrants into common stock

 

272

 

 

Contractual obligation related to business acquisition in accrued expenses and other liabilities

 

43

 

57

 

Acquisition of software and equipment under capital leases

 

 

73

 

 

6



 

Boingo Wireless, Inc.

 

Schedule of Non-GAAP Reconciliations

(Unaudited)

(In thousands)

 

 

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

 1,662

 

$

 916

 

$

 2,725

 

$

 1,502

 

Depreciation

 

3,555

 

1,833

 

8,894

 

5,401

 

Accretion of convertible preferred stock

 

¾

 

1,194

 

1,633

 

3,826

 

Income taxes

 

1,194

 

319

 

2,067

 

806

 

Amortization of intangible assets

 

323

 

573

 

1,392

 

1,922

 

Stock-based compensation expense

 

1,372

 

206

 

2,275

 

684

 

Non-controlling interests

 

138

 

118

 

420

 

350

 

Interest and other expense (income), net

 

(13)

 

75

 

292

 

(17

)

Adjusted EBITDA

 

$

8,231

 

$

5,234

 

$

19,698

 

$

14,474

 

 

7