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8-K - 8-K - BOINGO WIRELESS, INC.a12-17982_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 Second Quarter 2012 Financial Results

 

LOS ANGELES — August 8, 2012 — Boingo Wireless, Inc. (NASDAQ: WIFI), the world’s leading Wi-Fi software and services provider, today announced the company’s financial results for the second quarter ended June 30, 2012.

 

Second Quarter 2012 Financial Highlights

 

Boingo Wireless reported revenue of $24.3 million, compared to $22.9 million for the second quarter of 2011, an increase of 5.9 percent.

 

Adjusted EBITDA was $6.8 million, compared to $6.4 million for the second quarter of 2011, an increase of 5.5 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 $1.5 million, or $0.04 per diluted share.  This is compared to a net income attributable to common stockholders of $1.3 million, or $0.05 per diluted share, for the second quarter of 2011. Net income attributable to common stockholders for the three months ended June 30, 2011 is inclusive of $438 thousand of accretion of convertible preferred stock.

 

Management Commentary

 

“As the leading global provider of Wi-Fi software and services, we’re extremely confident in the long-term opportunity for Boingo,” said David Hagan, President and Chief Executive Officer of Boingo Wireless.  “Mobile data traffic continues to grow at exponential rates, increasing the need for small cell wireless technology solutions. While our second quarter performance reflects modest revenue growth, our recent venue signings and strong pipeline position us well for accelerated growth in the second half of 2012 and beyond. Year-to-date, we’ve added over 150,000 hotspots, including the recent additions of Wendy’s, a leading national retailer and two major international airports, bringing our total global count to over 550,000 hotspots.”

 

1



 

Business Highlights

 

Key accomplishments include:

 

·                  The acquisition of Cloud Nine Media, a leading location-based advertising technology company.

 

·                  An agreement with The Wendy’s Company to manage and operate Wi-Fi services at participating Wendy’s® restaurants in the U.S. and Canada.

 

·                  An agreement with Berlin Brandenburg Airport (BER) to exclusively provide Wi-Fi Internet services for passengers.

 

·                  An agreement with Newbridge Technologies to manage Wi-Fi services at Beijing Capital International Airport (PEK).

 

·                  A roaming agreement with SK Telecom for Boingo customers to access more than 75,000 SK Telecom hotspots in South Korea.

 

·                  An agreement with Forest City Ratner Companies (FCRC) for Boingo to provide Wi-Fi services at FCRC’s newest open-air lifestyle center, Westchester’s Ridge Hill.

 

Business Outlook

 

Boingo Wireless is initiating guidance for the third quarter ending September 30, 2012, as follows:

 

Q3 2012

 

·                  Revenue is expected to be in the range of $25.5 million to $26.5 million

 

·                  Adjusted EBITDA is expected to be in the range of $7.5 million to $8.5 million

 

·                  Net income attributable to common stockholders is expected to be in the range of $2.2 million to $2.7 million, or $0.05 to $0.06 per diluted share.

 

Boingo Wireless is revising guidance for the full year ending December 31, 2012, as follows:

 

Full Year 2012

 

·                  Revenue is expected to be in the range of $108.0 million to $111.0 million

 

·                  Adjusted EBITDA is expected to be in the range of $32.5 million to $35.5 million

 

·                  Net income attributable to common stockholders is expected to be in the range of $8.0 million to $10.0 million, or $0.22 to $0.27 per diluted share.

 

Conference call information

 

Members of Boingo Wireless’ management will host a conference call to discuss its second quarter 2012 financial results beginning at 4:30 pm ET (1:30 pm PT), today, August 8, 2012. To participate in the conference call, investors from the U.S. and Canada should dial (877) 407-0789 ten minutes prior to the scheduled start time. International callers should dial (201) 689-8562. 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 preferred stock, income taxes, amortization of intangible assets, stock-based compensation expense, non-controlling interests expense and interest 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, 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) 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 550,000 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 through its Concourse Communications Group subsidiary operates 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 Form 10-K for the year ended December 31, 2011 filed with the SEC on April 13, 2012 and Form 10-Q for the quarter ended March 31, 2012 filed with the SEC on May 11, 2012.  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.

 

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Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

24,302

 

$

22,943

 

$

48,489

 

$

43,971

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

9,661

 

9,169

 

19,516

 

17,506

 

Network operations

 

3,748

 

3,944

 

7,202

 

7,668

 

Development and technology

 

2,834

 

2,259

 

5,492

 

4,743

 

Selling and marketing

 

2,419

 

1,826

 

4,670

 

3,455

 

General and administrative

 

3,157

 

2,810

 

6,484

 

5,374

 

Amortization of intangible assets

 

247

 

508

 

482

 

1,069

 

Total costs and operating expenses

 

22,066

 

20,516

 

43,846

 

39,815

 

Income from operations

 

2,236

 

2,427

 

4,643

 

4,156

 

Interest and other income (expense), net

 

81

 

(239

)

137

 

(305

)

Income before income taxes

 

2,317

 

2,188

 

4,780

 

3,851

 

Income taxes

 

709

 

312

 

1,367

 

791

 

Net income

 

1,608

 

1,876

 

3,413

 

3,060

 

Net income attributable to non-controlling interests

 

147

 

145

 

295

 

282

 

Net income attributable to Boingo Wireless, Inc.

 

1,461

 

1,731

 

3,118

 

2,778

 

Accretion of convertible preferred stock

 

 

(438

)

 

(1,633

)

Net income attributable to common stockholders

 

$

1,461

 

$

1,293

 

$

3,118

 

$

1,145

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.04

 

$

0.06

 

$

0.09

 

$

0.08

 

Diluted

 

$

0.04

 

$

0.05

 

$

0.08

 

$

0.06

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

34,799

 

23,258

 

34,384

 

14,927

 

Diluted

 

37,403

 

27,269

 

37,321

 

18,902

 

 

4



 

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

 

 

June 30,
2012

 

December 31,
2011

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

56,026

 

$

93,933

 

Restricted cash

 

465

 

465

 

Marketable securities

 

42,195

 

 

Accounts receivable, net

 

7,887

 

7,382

 

Prepaid expenses and other current assets

 

3,153

 

1,103

 

Deferred tax assets

 

2,366

 

2,366

 

Total current assets

 

112,092

 

105,249

 

Property and equipment, net

 

43,859

 

39,717

 

Goodwill

 

25,512

 

25,512

 

Other intangible assets, net

 

9,067

 

9,511

 

Deferred tax assets

 

4,083

 

4,083

 

Other assets

 

3,905

 

4,848

 

Total assets

 

$

198,518

 

$

188,920

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

4,920

 

$

4,573

 

Accrued expenses and other liabilities

 

11,284

 

12,759

 

Deferred revenue

 

16,281

 

13,575

 

Current portion of capital leases

 

41

 

205

 

Total current liabilities

 

32,526

 

31,112

 

Deferred revenue, net of current portion

 

26,924

 

27,754

 

Long-term portion of capital leases

 

157

 

197

 

Other liabilities

 

464

 

778

 

Total liabilities

 

60,071

 

59,841

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

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

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized, 34,991and 33,584 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively

 

4

 

3

 

Additional paid-in capital

 

176,970

 

170,721

 

Accumulated deficit

 

(38,724

)

(41,842

)

 

 

 

 

 

 

Total common stockholders’ equity

 

138,250

 

128,882

 

Non-controlling interests

 

197

 

197

 

Total stockholders’ equity

 

138,447

 

129,079

 

Total liabilities and stockholders’ equity

 

$

198,518

 

$

188,920

 

 

5



 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

Cash flows from operating activities

 

 

 

 

 

Net income

 

$

3,413

 

$

3,060

 

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

 

 

 

 

 

Depreciation and amortization of property and equipment

 

7,873

 

5,339

 

Amortization of intangible assets

 

482

 

1,069

 

Stock-based compensation

 

1,945

 

930

 

Forgiveness of note receivable from stockholder

 

 

103

 

Excess tax benefits from stock-based compensation

 

(588

)

 

Change in fair value of preferred stock warrants

 

 

140

 

Change in deferred income taxes

 

 

234

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(505

)

461

 

Unbilled receivables

 

 

(266

)

Prepaid expenses and other assets

 

1,616

 

470

 

Accounts payable

 

214

 

(2,273

)

Accrued expenses and other liabilities

 

(3,006

)

(1,790

)

Deferred revenue

 

1,876

 

2,423

 

Net cash provided by operating activities

 

13,320

 

9,900

 

Cash flows from investing activities

 

 

 

 

 

Increase in restricted cash

 

 

(52

)

Purchases of marketable securities available-for-sale

 

(42,195

)

 

Purchases of property and equipment

 

(10,675

)

(9,793

)

Contractual payments related to business acquisition

 

(14

)

(81

)

Net cash used in investing activities

 

(52,884

)

(9,926

)

Cash flows from financing activities

 

 

 

 

 

Excess tax benefits from stock-based compensation

 

588

 

 

Proceeds from exercise of stock options

 

1,885

 

558

 

Payments of capital leases

 

(174

)

(237

)

Payments to non-controlling interests

 

(642

)

(547

)

Proceeds from issuance of common stock upon initial public offering

 

 

48,297

 

Offering costs

 

 

(2,073

)

Net cash provided by financing activities

 

1,657

 

45,998

 

Net decrease in cash and cash equivalents

 

(37,907

)

45,972

 

Cash and cash equivalents at beginning of year

 

93,933

 

25,721

 

Cash and cash equivalents at end of year

 

$

56,026

 

$

71,693

 

Supplemental disclosure of cash flow information

 

 

 

 

 

Cash paid for taxes

 

$

286

 

$

1,173

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

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

 

3,363

 

2,093

 

Offering costs in accounts payable, accrued expenses and other liabilities

 

 

456

 

Accretion of convertible preferred stock

 

 

1,633

 

Conversion of convertible preferred stock into common stock

 

 

124,602

 

Exercise and conversion of preferred stock warrants into common stock

 

 

272

 

 

6



 

Schedule of Non-GAAP Reconciliations

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

1,461

 

$

1,293

 

$

3,118

 

$

1,145

 

Depreciation and amortization of property and equipment

 

3,358

 

2,810

 

7,873

 

5,339

 

Accretion of convertible preferred stock

 

 

438

 

 

1,633

 

Income tax expense

 

709

 

312

 

1,367

 

791

 

Amortization of other intangible assets

 

247

 

508

 

482

 

1,069

 

Stock-based compensation expense

 

952

 

695

 

1,945

 

901

 

Non-controlling interests

 

147

 

145

 

295

 

282

 

Interest expense (income), net

 

(81

)

239

 

(137

)

305

 

Adjusted EBITDA

 

$

6,793

 

$

6,440

 

$

14,943

 

$

11,465

 

 

7