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TABLE OF CONTENTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents

As filed with the Securities and Exchange Commission on April 13, 2011

Registration No. 333-171719

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Amendment No. 3
to
FORM S-1
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933



BOINGO WIRELESS, INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  7389
(Primary Standard Industrial
Classification Code Number)
  95-4856877
(I.R.S. Employer
Identification Number)

10960 Wilshire Blvd., Suite 800
Los Angeles, California 90024
(310) 586-5180
(Address, including zip code and telephone number, including
area code, of registrant's principal executive offices)

Edward Zinser
Chief Financial Officer
10960 Wilshire Blvd., Suite 800
Los Angeles, California 90024
(310) 586-5180
(Name, address, including zip code and telephone number, including
area code, of agent for service)



Copies to:

Ilan Lovinsky
Elizabeth Wilson
Mike Heath
Gunderson Dettmer Stough
Villeneuve Franklin & Hachigian, LLP
11682 El Camino Real, Suite 100
San Diego, California 92130
(858) 436-8000

 

Horace Nash
James Evans
Fenwick & West LLP
Silicon Valley Center
801 California Street
Mountain View, California 94041
(650) 988-8500



Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.



          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý
(Do not check if a smaller reporting company)
  Smaller reporting company o



CALCULATION OF REGISTRATION FEE

               
 
Title of Each Class of
Securities to be Registered

  Amount to be
Registered

  Proposed Maximum
Offering Price
Per Share

  Proposed Maximum
Aggregate
Offering Price(1)(2)

  Amount of
Registration Fee(3)

 

Common Stock, $0.0001 par value

  6,635,500   $14.00   $92,897,000   $10,786.00

 

(1)
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

(2)
Includes the aggregate offering price of additional shares that the underwriters have the option to purchase.

(3)
$8,708.00 of the registration fee has been paid in connection with the initial filing of the Registration Statement.

          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.


Table of Contents

The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither we nor the selling stockholders are soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED APRIL 13, 2011

5,770,000 Shares

GRAPHIC

Boingo Wireless, Inc.

Common Stock



        This is the initial public offering of our common stock. We are selling 3,846,800 shares of common stock and the selling stockholders identified in this prospectus are selling 1,923,200 shares of common stock. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

        Prior to this offering, there has been no public market for our common stock. The initial public offering price of our common stock is expected to be between $12.00 and $14.00 per share. We have applied to list our common stock on the NASDAQ Global Market under the symbol "WIFI".

        The underwriters have the option to purchase a maximum of 865,500 additional shares from us to cover over-allotments, if any.

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 10.

 
  Price to
Public
  Underwriting
Discounts and
Commissions
  Proceeds to
Boingo
  Proceeds
to Selling
Stockholders
 
Per share   $     $     $     $    
Total   $     $     $     $    

        Delivery of the shares of common stock will be made on or about                                        , 2011.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Credit Suisse   Deutsche Bank Securities

Pacific Crest Securities

 

William Blair & Company

The date of this prospectus is                                        , 2011.


Table of Contents

LOGO


Table of Contents


TABLE OF CONTENTS

 
  Page

PROSPECTUS SUMMARY

  1

RISK FACTORS

  10

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

  23

USE OF PROCEEDS

  24

DIVIDEND POLICY

  24

CAPITALIZATION

  25

DILUTION

  27

SELECTED CONSOLIDATED FINANCIAL DATA

  29

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  32

BUSINESS

  57

MANAGEMENT

  68

EXECUTIVE COMPENSATION

  75

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

  94

PRINCIPAL AND SELLING STOCKHOLDERS

  95

DESCRIPTION OF CAPITAL STOCK

  99

SHARES ELIGIBLE FOR FUTURE SALE

  104

MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO NON-UNITED STATES HOLDERS

  106

UNDERWRITING

  110

NOTICE TO CANADIAN RESIDENTS

  116

LEGAL MATTERS

  118

EXPERTS

  118

WHERE YOU CAN FIND ADDITIONAL INFORMATION

  118

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

  F-1



        You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate on the date of this document.


Dealer Prospectus Delivery Obligation

        Until                        , 2011 (25 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to unsold allotments or subscriptions.

i


Table of Contents


PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus and does not contain all of the information you should consider in making your investment decision. You should read this entire prospectus carefully, especially the risks of investing in our common stock discussed under "Risk Factors" and the consolidated financial statements and the related notes included elsewhere in this prospectus, before making an investment decision. Unless the context otherwise requires, we use the terms "Boingo," "company," "we," "us" and "our" in this prospectus to refer to Boingo Wireless, Inc. and, where appropriate, its subsidiaries.

Company 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. 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 325,000 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.

        With the proliferation of smartphones, laptops, tablet computers and other mobile devices, individuals increasingly demand Internet access to facilitate their use, while on-the-go, of data-intensive applications, such as streaming media, online games, social networking and video calling. We believe this demand creates a significant market opportunity that we are uniquely positioned to capture. We have direct customer relationships with over 1.3 million users who have purchased our mobile Internet services in the past 12 months. We also provide solutions to our partners, which include telecom operators, cable companies, technology companies, enterprise software and services companies, and communications companies, allowing their millions of users to connect to the mobile Internet through Wi-Fi hotspots in our network.

        Our primary source of revenue is from individuals who purchase month-to-month subscription plans, which automatically renew, or hotspot specific, single-use access to our network. Our partners pay us usage-based network access and software licensing fees to allow their customers access to our network. We also generate revenue from telecom operators that pay us build-out fees and access fees so that their cellular customers may use our distributed antenna system, or DAS, at locations where we manage and operate the Wi-Fi network. In addition, we generate revenue from advertisers that seek to reach visitors to our landing pages with display advertising, sponsored access and other promotional programs.

        We install, manage and operate wireless network infrastructure to provide Wi-Fi services at Boingo managed and operated hotspots, where we have exclusive multi-year agreements. In 2009, these locations had more than 800 million visitors. We extend our network footprint through partnerships with over 125 network operators, such as British Telecommunications, China Telecom, KT Corp. (formerly Korea Telecom Corp.), France Telecom SA and T-Mobile USA Inc. The breadth of our network and functionality of our software provide individuals with a seamless user experience whether they access the mobile Internet through hotspots managed and operated by us or by our global partners.

        We grew revenue from $56.7 million in 2008 to $65.7 million in 2009, an increase of 16%, we grew the corresponding Adjusted EBITDA from $6.9 million to $13.5 million, an increase of 95%, and we reduced the corresponding net loss attributable to common stockholders from $11.2 million to $4.2 million. We grew revenue from $65.7 million in 2009 to $80.4 million in 2010, an increase of 22%,

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we grew the corresponding Adjusted EBITDA from $13.5 million to $18.2 million, an increase of 35%, and we improved the corresponding net loss attributable to common stockholders from $4.2 million to net income attributable to common stockholders of $10.7 million. For a discussion of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA, see footnote 1 to "Selected Consolidated Financial Data."

Industry Overview

        Data-intensive applications are driving the escalation of Internet data traffic. With the proliferation of smartphones, laptops, tablet computers and other Wi-Fi enabled devices, users expect access on-the-go to the same data-intensive applications that they use in the home and office, at similarly high performance levels. The adoption, growth and advancement of Wi-Fi enabled smartphones, tablet computers and application content are key catalysts for the acceleration of high-speed, high-bandwidth mobile Internet usage. The improved computing power, rich graphical user interfaces and Internet capabilities of these devices enable mobile users to make video calls or stream full-length movies, contributing to the vast expansion of the wireless consumption of data.

        To cope with the expected significant increase in mobile Internet data traffic, telecom operators are investing billions of dollars in technologies such as 3G and 4G cellular networks, but these investments are not anticipated to be sufficient to relieve the strain on networks. Verizon has reported that its Long Term Evolution, or LTE, upgrade will increase capacity four times; however, mobile data consumption is expected to increase by 27 times as projected by Cisco's Visual Networking Index.

        Cellular users face service quality issues and high cost of mobile data services. To relieve the network congestion that contributes to these problems, telecom operators offer Wi-Fi solutions to off-load data. Wi-Fi provides higher speed and higher bandwidth per user in high density locations, and is simpler and less expensive to deploy than additional cellular network capacity. Hardware manufacturers have responded to demand for Wi-Fi capability by including Wi-Fi as a standard feature on laptops and tablet computers, and increasingly, smartphones, digital cameras and handheld media devices. Wi-Fi has become the standard protocol for residential and office wireless networks and is increasingly prevalent in public venues, such as airports, hotels, coffee shops, shopping malls, arenas, stadiums and quick service restaurants.

        The mobile Internet is a complex and constantly evolving ecosystem, comprised of over a billion mobile Internet enabled devices, from dozens of manufacturers, 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 Boingo Solution

        We make it simple to connect to the mobile Internet. Our proprietary software, wholesale and retail billing system, extensive network and customer support services provide an easy, convenient and cost effective way for individuals to find and gain access to the mobile Internet. We are able to deliver highly reliable, high-speed mobile Internet access with minimal capital investment.

        Key elements of our solution include:

    Simple connectivity.  We have developed a robust software client with an easy-to-use, intuitive interface that allows individuals to connect to any of our over 325,000 hotspots using Wi-Fi enabled devices. Our software client continuously monitors Wi-Fi network availability and notifies users when a Boingo hotspot is in range, allowing them to connect with one-click confirmation.

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    Global reach.  We provide our customers and partners with access to what we believe is the largest commercial Wi-Fi network in the world, with hotspots located at airports, hotels, coffee shops, shopping malls, arenas, stadiums and quick service restaurants.

    Fast and reliable services.  We provide individuals with reliable, high-speed and high-bandwidth mobile Internet services, enabling users to access streaming media, play online games and use social networking sites while on-the-go at speeds faster than 4G in high density locations. A Boingo user at venues with many simultaneous users running high-bandwidth applications, such as Chicago O'Hare International Airport, could realize speeds that are up to six times faster than 4G. As a result, a Boingo user at O'Hare can stream high definition video, whereas on 4G, streaming even standard definition video could be problematic.

    Scalable and adaptable.  We have designed our mobile Internet platform to enable flexible and rapid expansion of our network infrastructure and real-time configuration updates. This allows our wholesale partners to easily deploy Wi-Fi enabled devices and offer services such as streaming video and VoIP on our network, and allows their users to access new hotspots as soon as they are deployed.

    Turn-key solution.  We install, manage and operate wireless network infrastructure to provide Wi-Fi services at Boingo managed and operated hotspots. As a result, venue operators can easily implement a turn-key Wi-Fi solution with no initial investment or ongoing cost.

    Online marketing platform.  We provide an online marketing platform to our partners. Individuals who visit our landing page at Boingo managed and operated hotspots receive promotions from our partners or advertisers.

    Flexible and affordable payment options.  We offer individuals a number of monthly plans tailored to fit their needs. Individuals are also able to purchase a variety of hotspot specific, single-use mobile Internet services.

Our Strategy

        We believe we are the leading global provider of commercial mobile Wi-Fi Internet solutions. Key elements of our strategy to extend that lead are to:

    Grow the installed base of our software.  We intend to acquire new software users through the growing number of Boingo managed and operated hotspots worldwide and by partnering with leading manufacturers of smartphones, laptops, tablet computers and eReaders to make our software client available in online application marketplaces, or app stores, and preloaded on their devices.

    Leverage our neutral-host business model.  Our neutral-host model enables us to partner with venue operators because we allow their customers to access the venue's network regardless of the customers' Wi-Fi provider. We also partner with telecom operators that are attracted to Boingo because we do not compete for cellular subscribers. We intend to increase the value of our network by partnering with additional venues, network operators, telecom operators and technology companies.

    Invest in our software to enhance the customer experience.  We will continue to extend our platform by adding new features such as the ability to locate and connect to free and open networks, integration with leading social networking sites and support for foreign languages. We also plan to improve the monetization capabilities of our business model through location-based services, in-client advertising and e-commerce.

    Expand our network.  We intend to continue to grow our global network by increasing our managed and operated presence at airports and other venues such as shopping malls, arenas,

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      stadiums and quick service restaurants. We also plan to enter into new roaming agreements with other network and hotspot operators.

    Grow our business internationally.  We believe that the market for Wi-Fi mobile Internet services will grow rapidly in Europe and Asia as the penetration of smartphones and other Wi-Fi enabled devices increases. We plan to leverage our recent successes with the British Airports Authority, China Telecom and KT Corp. to increase our presence throughout Europe and Asia.

    Increase our brand awareness.   We will continue to seek new ways to promote the Boingo brand through Boingo managed and operated hotspots. We intend to enhance our brand through low-cost co-marketing arrangements with our partners and through periodic promotional and sponsorship activities, and by continuing to leverage the reach of social media to interact with our customers.

Risks Affecting Us

        Our business is subject to many risks that you should understand before making an investment decision. These risks are discussed more fully in "Risk Factors" following this prospectus summary. Some of these risks are:

    A significant portion of our revenue is dependent on our relationships with our venue and network partners, and if these relationships are impaired or terminated, or if our partners do not perform as expected, our business and results of operations could be materially and adversely affected;

    Worldwide economic conditions, and their impact on travel and consumer spending, may adversely affect our business, operating results and financial condition;

    Our business depends upon demand for mobile Internet services on Wi-Fi networks, market adoption of new technologies and our ability to adapt to such changes;

    Negotiations with prospective wholesale partners can be lengthy and unpredictable, which may cause our operating results to vary;

    We may be unsuccessful in expanding into new venue types, which could harm the growth of our business, operating results and financial condition;

    We have a limited operating history and a relatively new business in an emerging market, so an investment in our company involves more risk than an investment in a more mature company in an established industry; and

    Our operating results may fluctuate unexpectedly, which makes them difficult to predict and may cause us to fail to meet the expectations of investors, adversely affecting our stock price.

Corporate History and Information

        We were incorporated in the State of Delaware in April 2001 under the name Project Mammoth, Inc. and changed our name to Boingo Wireless, Inc. in October 2001. Our principal executive offices are located at 10960 Wilshire Blvd., Suite 800, Los Angeles, California 90024 and our telephone number is (310) 586-5180. Our website address is www.boingo.com. The information on, or that can be accessed through, our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus.

        "Boingo Wireless", "Boingo", "Don't just go. Boingo.", our logo and other trademarks or service marks of Boingo appearing in this prospectus are the property of Boingo. This prospectus contains additional trade names, trademarks, and service marks of ours and of other companies. We do not intend our use or display of other companies' trade names, trademarks, or service marks to imply a relationship with these other companies, or endorsement or sponsorship of us by these other companies.

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The Offering

Common stock offered by us

  3,846,800 shares

Common stock offered by the selling stockholders

 

1,923,200 shares

Total common stock offered

 

5,770,000 shares

Common stock to be outstanding after this offering

 

32,528,097 shares

Use of proceeds

 

We intend to use the net proceeds from this offering for working capital and other general corporate purposes. In addition, we may choose to expand our current business through acquisitions of other businesses, products or technologies. We will not receive any proceeds from the sale of shares by the selling stockholders. See "Use of Proceeds."

Risk factors

 

You should read the "Risk Factors" section of this prospectus for a discussion of factors that you should consider carefully before deciding to invest in shares of our common stock.

Proposed NASDAQ Global Market trading symbol

 

"WIFI"

        The number of shares of our common stock to be outstanding following this offering is based on 28,681,297 shares of our common stock outstanding as of December 31, 2010, and excludes:

    5,287,503 shares of common stock issuable upon exercise of options outstanding as of December 31, 2010 (including 216,595 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options prior to the closing of this offering) with a weighted average exercise price of $1.26 per share;

    26,322 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2010 with a weighted average exercise price of $1.67 per share;

    25,936 shares of common stock to be issued upon the exercise and conversion of preferred stock warrants outstanding as of December 31, 2010 with a weighted average exercise price of $3.00 per share;

    209,692 shares of common stock reserved for future issuance under our Amended and Restated 2001 Stock Incentive Plan, which will be terminated following the completion of this offering; and

    4,000,000 shares of common stock reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective upon completion of this offering and contains provisions that will automatically increase its share reserve each year, and pursuant to which our board of directors anticipates granting an aggregate of 2,113,559 options upon completion of this offering.



        Except as otherwise indicated, this prospectus reflects and assumes the following:

    a 5-for-1 reverse stock split of our outstanding capital stock prior to the completion of this offering;

    the conversion of all outstanding shares of our preferred stock into 22,845,764 shares of our common stock immediately prior to the completion of this offering;

    the filing of our amended and restated certificate of incorporation and the effectiveness of our amended and restated bylaws, which will occur immediately upon the completion of this offering; and

    no exercise by the underwriters of their option to purchase an additional 865,500 shares of our common stock to cover over-allotments, if any.

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Summary Consolidated Financial Data

        The following tables present summary historical financial data for our business. You should read this information together with "Selected Consolidated Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes, which are included elsewhere in this prospectus.

        We derived the consolidated statement of operations data for the years ended December 31, 2008, 2009 and 2010, and the consolidated balance sheet data as of December 31, 2010, from our audited consolidated financial statements included elsewhere in this prospectus. Our historical results are not necessarily indicative of our results to be expected in any future period.

        The unaudited pro forma per share data give effect to the conversion of all currently outstanding shares of our convertible preferred stock into shares of our common stock upon the closing of this offering, as though the conversion had occurred at the beginning of the indicated fiscal period. For further information concerning the calculation of unaudited pro forma per share information, please refer to notes 2 and 18 of our notes to consolidated financial statements.

 
  Year Ended December 31,  
 
  2008   2009   2010  
 
  (in thousands, except per share amounts)
 

Consolidated Statement of Operations Data:

                   

Revenue

  $ 56,711   $ 65,715   $ 80,420  

Costs and operating expenses:

                   
 

Network access

    22,979     26,430     31,961  
 

Network operations

    11,010     11,667     13,508  
 

Development and technology

    6,763     7,374     8,475  
 

Selling and marketing

    7,549     5,901     5,985  
 

General and administrative

    7,945     8,214     10,645  
 

Amortization of intangible assets

    5,972     3,848     2,491  
               

Total costs and operating expenses

    62,218     63,434     73,065  
               

Income (loss) from operations

    (5,507 )   2,281     7,355  

Interest and other income (expense), net

   
200
   
(154

)
 
(137

)
               

Income (loss) before income taxes

    (5,307 )   2,127     7,218  

Income taxes

    272     706     (9,063 )
               

Net income (loss)

    (5,579 )   1,421     16,281  

Net income attributable to non-controlling interests

    332     394     547  
               

Net income (loss) attributable to Boingo Wireless, Inc. 

    (5,911 )   1,027     15,734  

Accretion on convertible and redeemable stock

    (5,256 )   (5,259 )   (5,020 )
               

Net income (loss) attributable to common stockholders

  $ (11,167 ) $ (4,232 ) $ 10,714  
               

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

                   
   

Basic

  $ (1.96 ) $ (0.73 ) $ 1.84  
   

Diluted

  $ (1.96 ) $ (0.73 ) $ 0.49  

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

                   
   

Basic

    5,696     5,801     5,834  
   

Diluted

    5,696     5,801     31,899  

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  Year Ended December 31, 2010  
 
  (in thousands, except per share amounts)
 

Unaudited pro forma net income per share attributable to common stockholders:

       
   

Basic

  $ 0.55  
   

Diluted

  $ 0.50  

Unaudited weighted average shares used in computing pro forma net income per share attributable to common stockholders:

       
   

Basic

    28,680  
   

Diluted

    31,899  

 

 
  As of December 31, 2010  
 
  Actual   Pro Forma   Pro Forma
As Adjusted
 
 
  (unaudited)
 
 
  (in thousands)
 

Other Financial Data:

                   

Adjusted EBITDA(1)

  $ 6,942   $ 13,527   $ 18,224  

Operating cash flows

    10,922     14,522     24,160  

Investing cash flows

    (2,065 )   (3,659 )   (19,934 )

Financing cash flows

    (1,287 )   (974 )   (1,134 )

Consolidated Balance Sheet Data:

                   

Cash and cash equivalents

  $ 25,721   $ 25,721   $ 69,829  

Working capital

    19,543     19,543     63,651  

Total assets

    133,035     133,035     177,143  

Deferred revenue

    38,978     38,978     38,978  

Total liabilities

    59,706     59,706     59,706  

Convertible preferred stock

    122,969          

Total stockholders' equity (deficit)

    (49,640 )   73,329     117,437  

(1)
We define Adjusted EBITDA as net income (loss) attributable to common stockholders plus accretion of convertible and redeemable stock, depreciation, amortization of intangible assets, interest and other income (expense), net, income taxes, stock-based compensation expense and non-controlling interests expense. For a discussion of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA, see footnote 1 to "Selected Consolidated Financial Data."

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Recent Developments

        Our consolidated financial data for the quarter ended March 31, 2011 discussed below are preliminary, based upon information available to date and management estimates, and subject to completion of our financial closing procedures. Accordingly, these results may change and those changes may be material. Our independent registered public accounting firm, PricewaterhouseCoopers LLP, has not audited, reviewed, compiled or performed any procedures on this preliminary financial data, and accordingly, does not express an opinion or other form of assurance with respect to these data.

Revenue

        We expect revenue for the quarter ended March 31, 2011 to be between $20.5 million and $21.0 million as compared to $18.5 million for the quarter ended March 31, 2010. Excluding the one-time sponsorship revenue of $0.9 million in the prior year first quarter, revenue would have been $17.6 million. The increase in revenue was primarily due to wholesale and to retail subscription growth.

Income from operations

        We expect income from operations for the quarter ended March 31, 2011 to be between $1.7 million and $1.9 million as compared to $1.5 million for the quarter ended March 31, 2010. The increase was primarily due to the revenue growth.

Net income

        We expect net income for the quarter ended March 31, 2011 to be between $0.9 million and $1.0 million as compared to $1.2 million for the quarter ended March 31, 2010. This decline was due to the significant increase in our effective tax rate as a result of the reversal of our valuation allowance in the quarter ended December 31, 2010.

Adjusted EBITDA

        We expect Adjusted EBITDA for the quarter ended March 31, 2011 to be between $5.0 million and $5.2 million as compared to $4.2 million for the quarter ended March 31, 2010. Our Adjusted EBITDA estimate for the quarter ended March 31, 2011 reflects our estimated net income of between $0.9 million and $1.0 million, plus estimated depreciation and amortization of $3.1 to $3.2 million, income tax expense of $0.7 million, estimated stock-based compensation of $0.2 million, and non-controlling interests of $0.1 million. Our Adjusted EBITDA for the quarter ended March 31, 2010 reflects our net income for the quarter ended March 31, 2010 of $1.2 million plus depreciation and amortization of $2.5 million, stock-based compensation of $0.2 million, income tax expense of $0.2 million, and non-controlling interests of $0.1 million. Adjusted EBITDA is a non-GAAP financial measure, for a definition of Adjusted EBITDA, see footnote 1 to "Selected Consolidated Financial Data."

Operating Metrics

 
  Three Months Ended  
 
  Mar. 31, 2011   Dec. 31, 2010   Mar. 31, 2010  

Connects (in thousands)

    1,914     1,958     1,636  

Subscribers (in thousands)

   
214
   
200
   
158
 

Monthly Churn

   
9.4

%
 
9.2

%
 
9.2

%

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        Our connects declined as expected from the seasonally stronger quarter ended December 31, 2010, and grew 17% compared to the quarter ended March 31, 2010 due to connects in our managed and operated locations and in other worldwide hotspots in our network.

        We added subscribers compared to the quarter ended December 31, 2010 due to growth in smartphone and laptop subscriptions. This represents net subscriber growth of 35% from March 31, 2010.

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should consider carefully the risks and uncertainties described below, together with all of the other information in this prospectus, including our consolidated financial statements and the related notes, before deciding whether to purchase shares of our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and prospects could be materially and adversely affected. The price of our common stock could decline and you could lose part or all of your investment.

Risks Related to Our Business

A significant portion of our revenue is dependent on our relationships with our venue and network partners, and if these relationships are impaired or terminated, or if our partners do not perform as expected, our business and results of operations could be materially and adversely affected.

        We depend on our relationships with venue partners, particularly key airport venue partners, in order to manage and operate Wi-Fi hotspots. These relationships generate a significant portion of our revenue and allow us to generate new retail customers. Our agreements with our venue partners are for defined periods and of varying durations. If our venue partners terminate or fail to renew these agreements, our ability to generate and retain retail customers would be diminished and our network of Wi-Fi hotspots would be reduced, which might result in a significant disruption of our business and adversely affect our operating results.

        We depend on our relationships with network partners to allow users to roam across Wi-Fi networks that we do not manage or operate. A significant portion of our revenue depends on maintaining these relationships with network partners. Some network partners may compete with us for retail customers and may decide to terminate our partnerships and instead develop competing retail products and services. Our network partner agreements are for defined periods and of varying durations. If our network partners terminate these agreements, or fail to renew these agreements, our ability to retain retail customers could be diminished and our network of Wi-Fi hotspots could be reduced, which could result in a significant disruption of our business and adversely affect our operating results.

Worldwide economic conditions, and their impact on travel and consumer spending, may adversely affect our business, operating results and financial condition.

        Global economic conditions have been weak for a prolonged period of time, and levels of travel and consumer spending have been particularly depressed. Our business is impacted by travel and consumer spending, because users seek to access the mobile Internet while they are on-the-go, and because spending on Internet access is often a consumer discretionary spending decision. Factors that tend to negatively impact levels of travel include high unemployment, high energy prices, low business and consumer confidence, the fear of terrorist attacks, war and other macroeconomic factors. Economic conditions that tend to negatively impact levels of discretionary consumer spending include high unemployment, high consumer debt, reductions in net worth, depressed real estate markets, increased taxation, high energy prices, high interest rates, low consumer confidence and other macroeconomic factors. If the global economic recovery is slower than expected, or if it weakens, our retail customer base, new retail customer acquisition and usage-based revenue could be materially harmed, and our results of operations would be adversely affected.

Our business depends upon demand for mobile Internet services on Wi-Fi networks, market adoption of new technologies and our ability to adapt to such changes.

        Our future success depends upon growing demand for mobile Internet services, which is inherently uncertain. The demand for mobile Internet services may decrease or may grow more slowly than

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expected. Any such decrease in the demand or slowing rate of growth could have a material adverse effect on our business. The continued demand for mobile Internet services depends on the continued proliferation of smartphones, tablet computers and other Wi-Fi enabled devices and the rate of evolution of data-intensive applications on the mobile Internet. Historically, we have derived substantially all our retail revenue from laptop users who purchased month-to-month subscriptions or single-use access. We may face challenges as we seek to increase the revenue generated from the usage on smartphones, tablet computers and other mobile devices.

        Our business depends on the continued integration of Wi-Fi as a standard feature in mobile devices. If Wi-Fi ceases to be a standard feature in mobile devices, or if the rate of integration of Wi-Fi on mobile devices decreases or is slower than expected, the market for our services may be substantially diminished.

        Competing technologies pose a risk to the continued use of Wi-Fi as a mobile Internet technology. The introduction and market acceptance of emerging wireless technologies such as 4G, WiMAX and Super Wi-Fi, could cause significant disruption to our business, which may result in a loss of customers, users and revenue. If users find emerging wireless technologies to be sufficiently fast, convenient or cost effective, we may not be able to compete effectively, and our ability to attract or retain users will be impaired. Additionally, one or more of our partners may deploy emerging wireless technologies that could reduce the partner's need to work with us, and may result in significant loss of revenue and reduction of the hotspots in our network.

        We deliver value to our users by providing simple access to Wi-Fi hotspots, regardless of whether we manage and operate the hotspot, or the hotspot is operated by a partner. As a result, our business depends on our ability to anticipate and quickly adapt to changing technological standards and advances. If technological standards change and we fail to adapt accordingly, our business and revenue may be adversely affected. Furthermore, the proliferation of new mobile devices and operating platforms poses challenges for our research and development efforts. If we are unable to create simple solutions for a particular device or operating platform, we will be unable to effectively attract users of these devices or operating platforms and our business will be adversely affected.

Negotiations with prospective wholesale partners can be lengthy and unpredictable, which may cause our operating results to vary.

        Our negotiations with prospective partners to acquire Wi-Fi hotspots to operate, to acquire roaming rights on partners' networks, or for new partners to implement our solutions, can be lengthy, and in some cases can last over 12 months. Because of the lengthy negotiation cycle, the time required to reach a final agreement with a partner is unpredictable and may lead to variances in our operating results from quarter to quarter. Negotiations with prospective partners also require substantial time, effort and resources. We may ultimately fail in our negotiations, resulting in costs to our business without any associated benefits.

We may be unsuccessful in expanding into new venue types, which could harm the growth of our business, operating results and financial condition.

        We are negotiating with existing and prospective partners to expand our managed and operated Wi-Fi network footprint in venue types where we historically have had only a limited presence. Expansion into these venue types, and in particular shopping malls, stadiums and quick service restaurants, may require significantly higher initial capital expenditures than we have historically incurred. In contrast to Wi-Fi network build-outs at venues such as airports, where telecom operators typically pay the substantial expense of laying cable or fiber, we may be required to incur the initial capital expense of access points and related hardware and cabling at tens of thousands of quick serve restaurant locations and hundreds of shopping malls and stadium locations. We may not be able to

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execute on our strategy or there may not be returns on these investments in the near future or at all. As a result, our business, financial condition and results of operations could be materially and adversely affected.

We have a limited operating history and a relatively new business in an emerging market, so an investment in our company involves more risk than an investment in a more mature company in an established industry.

        We have a limited operating history with the mobile Wi-Fi Internet solutions that we provide, which were developed in 2001. We currently attract the majority of our retail customers at Boingo managed and operated hotspots that we acquired in 2006. As a result, we have a limited operating history for you to evaluate in assessing our future prospects and it is difficult to forecast our prospects. Also, we derive nearly all of our revenue from mobile Internet services, which are new and highly dynamic businesses, which face significant challenges. You should consider our business and prospects in light of the risks, uncertainties and difficulties we will encounter as an emerging company in a new and rapidly evolving market. We may not be able to address these risks, uncertainties and difficulties successfully, which could materially harm our business and operating results.

Our operating results may fluctuate unexpectedly, which makes them difficult to predict and may cause us to fail to meet the expectations of investors, adversely affecting our stock price.

        We operate in a highly dynamic industry and our future quarterly operating results may fluctuate significantly. Our revenue and operating results may vary from quarter to quarter due to many factors, many of which are not within our control. As a result, comparing our operating results on a period-to-period basis may not be meaningful. Further, it is difficult to accurately forecast our revenue, margin and operating results, and if we fail to match our expected results or the results expected by financial analysts, the trading price of our common stock may be adversely affected.

        Factors that contribute to fluctuations in our operating results from quarter-to-quarter include:

    the rate at which individuals adopt our solutions;

    the timing and success of new technology introductions by us or our competitors;

    our gain or loss of a key venue partner, roaming partner or platform services partner;

    the number of air travel passengers, particularly business travelers;

    intellectual property disputes; and

    general economic conditions in our domestic and foreign markets.

        Due to these and other factors, quarter-to-quarter comparisons of our historical operating results should not be relied upon as accurate indicators of our future performance.

The growth of free Wi-Fi networks may compete with our paid mobile Wi-Fi Internet solutions.

        Some venues, including coffee shops and hotels, offer free mobile Wi-Fi as an incentive or value-added benefit to their customers. Free Wi-Fi may reduce retail customer demand for our services, and put downward pressure on the prices we charge our retail customers. In addition, telecom operators may offer free mobile Wi-Fi as part of a home broadband or other service contract, which also may force down the prices we charge our retail customers. If we are unable to effectively offset this downward pressure on our prices by being a Wi-Fi service provider, or if we are unable to acquire and retain retail customers, we will have lower profit margins and our operating results and financial condition may be adversely impacted.

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We may not maintain recent rates of revenue growth.

        Although our revenue has increased substantially over the last few years, we may not be able to maintain historical rates of revenue growth. We believe that our continued growth will depend, among other factors, on successfully implementing our business strategies, including our ability to:

    attract new users, convert users of our single-use services into subscribers and keep existing subscribers actively using our services;

    develop new sources of revenue from our users and partners;

    react to changes in the way individuals access and use the mobile Internet;

    expand into new markets;

    increase the awareness of the Boingo brand;

    retain our existing partners and attract new partners; and

    provide our users with a superior experience, including customer support and payment experiences.

However, we cannot guarantee that we will successfully implement any of these business strategies.

System failures could harm our business.

        Although we seek to reduce the possibility of disruptions or other outages, our business may be disrupted by problems with our technology and systems, such as an access point failure at one of our managed and operated hotspots, or a backhaul disruption. We have experienced system failures from time to time, and any interruption in the ability of users to access our solution could harm our business and reputation.

        Our systems may be vulnerable to damage or interruption from telecommunications failures, computer denial-of-service attacks, power loss, computer viruses, earthquakes, floods, fires, terrorist attacks and similar events. Some of our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. Our systems may also be damaged by break-ins, sabotage, and acts of vandalism. Despite any precautions we may take, the occurrence of a natural disaster or other unanticipated problems could result in lengthy interruptions in the availability of the Boingo solution. We do not carry business interruption insurance to compensate us for all losses that may result from service interruptions caused by system failures. If we are unable to resolve service interruptions quickly, our ability to acquire and retain customers will be impaired and our operating results and business could be adversely affected.

We may be unsuccessful in expanding our international operations, which could harm the growth of our business, operating results and financial condition.

        Our ability to expand internationally involves various risks, including the need to invest significant resources in unfamiliar markets, and the possibility that there may not be returns on these investments in the near future or at all. In addition, we have incurred and expect to continue to incur expenses before we generate any material revenue in these new markets. Our expansion plans will require significant management attention and resources. We have limited experience in selling our solutions in international markets or in conforming to local cultures, standards or policies. We may not be able to compete successfully in these international markets. Our ability to expand will also be limited by the demand for mobile Internet in international markets. Different privacy, censorship and liability standards and regulations and different intellectual property laws in foreign countries may cause our business and operating results to suffer.

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        Any future international operations may fail to succeed due to risks inherent in foreign operations, including:

    different technological solutions for mobile Internet than those used in North America;

    varied, unfamiliar and unclear legal and regulatory restrictions;

    unexpected changes in international regulatory requirements and tariffs;

    legal, political or systemic restrictions on the ability of U.S. companies to do business in foreign countries;

    Foreign Corrupt Practices Act compliance and related risks;

    difficulties in staffing and managing foreign operations;

    currency fluctuations; and

    potential adverse tax consequences.

        As a result of these obstacles, we may find it difficult or prohibitively expensive to expand internationally or we may be unsuccessful in our attempt to do so, which could harm our business, operating results and financial condition.

Our industry is competitive and if we do not compete successfully, we could lose market share, experience reduced revenue or suffer losses.

        The market for commercial mobile Wi-Fi solutions is competitive and impacted by technological change, and we expect competition with our current and potential competitors to intensify in the future. In particular, some of our competitors have taken steps or may decide to more aggressively compete against us, particularly in the market for venue build-outs of Wi-Fi and distributed antenna system, or DAS, solutions.

        Our competitors, many of whom are also our partners, include a variety of telecom operators and network operators, including T-Mobile, Cablevision, Comcast and local operators. These and other competitors have developed or may develop technologies that compete directly with our solutions. Many of our competitors are substantially larger than we are and have substantially longer operating histories. We may not be able to fund or invest in certain areas of our business to the same degree as our competitors. Many have substantially greater product development and marketing budgets and other financial and personnel resources than we do. Some also have greater name and brand recognition and a larger base of subscribers or users than we have. In addition, our competitors may provide services that we do not, such as local exchange and long distance services, voicemail, digital subscriber line and subscription television services. Users that desire these services may choose to also obtain mobile Wi-Fi Internet services from a competitor that provides these additional services rather than from us.

        Furthermore, we rely on several of our competitors as partners in roaming agreements. The roaming agreements provide that our retail customers and our wholesale partners' customers may use the Wi-Fi networks of our partners. One or more of our partners may deploy competing technologies that could reduce the partner's need to work with us under a roaming agreement. If our partners decide to terminate our roaming agreements, our network of Wi-Fi hotspots may be reduced, which may result in a significant disruption to our business.

        Competition could increase our selling and marketing expenses and related customer acquisition costs. We may not have the financial resources, technical expertise or marketing and support capabilities to continue to compete successfully. A failure to respond to established and new competitors may adversely impact our business and operating results.

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The regulation of Internet communications, products and services is currently uncertain, which poses risks for our business from changes in laws, regulations, and interpretation or enforcement of existing laws or regulations.

        The current regulatory environment for Internet communications, products and services is uncertain. Many laws and regulations were adopted prior to the advent of the Internet and related technologies and often do not contemplate or address the specific issues associated with the Internet and related technologies. The scope of laws and regulations applicable to the Internet remains uncertain and is subject to statutory or interpretive change. We cannot be certain that we, our partners or our users are currently in compliance with regulatory or other legal requirements in the numerous countries in which our service is used. Our failure, or the failure of our partners, users and others with whom we transact business, or to whom we license the Boingo solution, to comply with existing or future regulatory or other legal requirements could materially adversely affect our business, financial condition and results of operations. Regulators may disagree with our interpretations of existing laws or regulations or the applicability of existing laws or regulations to our business, and existing laws, regulations and interpretations may change in unexpected ways.

        We believe that the Boingo solution is on the forefront of mobile Internet technology, and therefore it may face greater regulatory scrutiny than other communications products and services. We cannot be certain what positions regulators may take regarding our compliance with, or lack of compliance with, current and future legal and regulatory requirements or what positions regulators may take regarding any past or future actions we have taken or may take in any jurisdiction. Regulators may determine that we are not in compliance with legal and regulatory requirements, and impose penalties, or we may need to make changes to the Boingo solution, which could be costly and difficult. Any of these events would adversely affect our operating results and business.

If we lose key personnel or are unable to attract and retain personnel on a cost effective basis, our business could be harmed.

        Our performance is substantially dependent on the continued services and performance of our senior management and our highly qualified team of engineers, many of whom have numerous years of experience and specialized expertise in our business. If we are not successful in hiring and retaining highly qualified engineers, we may not be able to extend or maintain our engineering and technological expertise, and our future product and service development efforts could be adversely affected. If we lose members of our senior management, this may significantly delay or prevent the achievement of our strategic objectives and adversely affect our operating results.

        Our future success also depends on our ability to identify, attract, hire, train, retain and motivate highly skilled managerial, operations, business development and marketing personnel. We have in the past maintained a rigorous, highly selective and time-consuming hiring process. We believe that our approach to hiring has significantly contributed to our success to date. However, our highly selective hiring process has made it more difficult for us to hire a sufficient number of qualified employees, and, as we grow, our hiring process may prevent us from hiring the personnel we need in a timely manner. Moreover, the cost of living in the Los Angeles area, where our corporate headquarters is located, has been an impediment to attracting new employees in the past, and we expect that this will continue to impair our ability to attract and retain employees in the future. If we fail to attract, integrate and retain the necessary personnel, we may not be able to grow effectively and our business could suffer significantly.

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Our failure to properly maintain our customers' confidential information and protect our network against security breaches could harm our business and operating results.

        Advances in computer capabilities, new discoveries in the field of cryptography or other developments may result in a compromise or breach of the technology we use to protect user transaction data. Any compromises of our security could damage our reputation and brand and expose us to possible liability such as litigation claims, which would substantially harm our business and operating results. We may need to expend significant resources to protect against security breaches or to address problems caused by breaches.

        Many countries, such as European Union member states as a result of the 2006 E.U. Data Retention Directive, are introducing, or have already introduced into local law some form of traffic and user data retention requirements, which are generally applicable to providers of electronic communications services. Retention periods and data types vary from country to country, and the various local data protection and other authorities may implement traffic and user retention requirements regarding certain data in different and potentially overlapping ways. Although the constitutionality of the 2006 E.U. Data Retention Directive has been questioned, we may be required to comply with data retention requirements in one or more jurisdictions, or we may be required to comply with these requirements in the future as a result of changes or modifications to the Boingo solution or changes or modifications to the technological infrastructure on which the Boingo solution is based. Failure to comply with these retention requirements may result in the imposition of costly penalties. Compliance with these retention requirements can be difficult and costly from a legal, operational and technical perspective and could harm our business and operational results.

We rely on a third-party customer support service provider for the majority of our customer support calls. If this service provider experiences operational difficulties or disruptions, our business could be adversely affected.

        We depend on a third-party customer support service provider to handle most of our routine retail customer support cases. While we maintain limited customer support operations in our Los Angeles headquarters, if our relationship with our customer support service provider terminates unexpectedly, or if our customer service provider experiences operational difficulties, we may not be able to respond to customer support calls in a timely manner and the quality of our customer service would be adversely affected. This could harm our reputation and brand image and make it difficult for us to attract and retain users. In addition, the loss of the customer support service provider would require us to identify and contract with alternative sources, which could prove time-consuming and expensive.

Material defects or errors in our software could harm our reputation, result in significant costs to us and impair our ability to sell the Boingo solution.

        The software underlying the Boingo solution is inherently complex and may contain material defects or errors, particularly when the software is first introduced or when new versions or enhancements are released. We have from time to time found defects or errors in our software, and defects or errors in our existing software may be detected in the future. Any defects or errors that cause interruptions to the availability of our services could result in:

    a reduction in sales or delay in market acceptance of the Boingo solution;

    sales credits or refunds to our users and wholesale partners;

    loss of existing users and difficulty in attracting new users;

    diversion of development resources;

    harm to our reputation and brand image; and

    increased insurance costs.

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        The costs incurred in correcting any material defects or errors in our software may be substantial and could harm our operating results.

If we fail to cost effectively develop our brand, our financial condition and operating results could be harmed.

        We market our solution under the Boingo brand. We believe that developing and maintaining awareness of our brand is important to achieving widespread acceptance of the Boingo solution, and is an important element in attracting and retaining customers and partners. Additionally, we believe that developing this brand in a cost effective manner is important in meeting our expected margins. Brand promotion activities may not result in increased revenue, and any increased revenue resulting from these promotion activities may not offset the expenses we incurred in building our brand. If we fail to cost effectively build and maintain our brand, we may fail to attract or retain customers or partners, and our financial condition and results of operations could be harmed.

Risks Related to Our Intellectual Property

Claims by others that we infringe their proprietary technology could harm our business.

        In recent years there has been significant litigation involving intellectual property rights in many technology-based industries, including the wireless communications industry. While we have not been specifically targeted, companies similar to us have been subject to patent lawsuits. As we face increasing competition and gain an increasingly high profile, the possibility of intellectual property rights claims against us grows. We may be subject to third-party claims in the future. The costs of supporting these litigations and disputes are considerable, and there can be no assurance that a favorable outcome will be obtained. We may be required to settle these litigations and disputes on terms that are unfavorable to us, given the complex technical issues and inherent uncertainties in intellectual property litigation. Claims that the Boingo solution infringes third-party intellectual property rights, regardless of their merit or resolution, could also divert the efforts and attention of our management and technical personnel. The terms of any settlements or judgments may require us to:

    cease distribution and back-end operation of the Boingo solution;

    pay substantial damages for infringement;

    expend significant resources to develop non-infringing solutions;

    license technology from the third-party claiming infringement, which may not be available on commercially reasonable terms, or at all;

    cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or

    pay substantial damages to our partners to discontinue their use of or to replace infringing solutions sold to them with non-infringing solutions.

        Any of these unfavorable outcomes could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to protect our intellectual property rights, our competitive position could be harmed, or we could be required to incur significant expenses to enforce our rights.

        Our business depends on our ability to protect our proprietary technology. We rely on trade secret, patent, copyright and trademark laws and confidentiality agreements with employees and third parties, all of which offer only limited protection. We own one patent and have applications for four additional patents pending. Despite our efforts, the steps we have taken to protect our proprietary rights may not be adequate to prevent the use or misappropriation of our proprietary information or infringement of

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our intellectual property rights. Our ability to police the use, misappropriation or infringement of our intellectual property is uncertain, particularly in countries other than the United States. Further, we do not know whether any of our pending patent applications will result in the issuance of patents or whether the examination process will require us to narrow our claims. Even if patents are issued, they may be contested, circumvented, or invalidated in the future. Moreover, the rights granted under any issued patents may not provide us with complete proprietary protection or any competitive advantages, and, as with any technology, competitors may be able to develop similar or superior technologies on their own now or in the future. Protecting against the unauthorized use of our solutions, trademarks, and other proprietary rights is expensive, difficult and, in some cases, impossible. Litigation may be necessary in the future to enforce or defend our intellectual property rights, to protect our trade secrets, or to determine the validity and scope of the proprietary rights of others. Litigation could result in substantial costs and diversion of management resources, either of which could harm our business. Furthermore, many of our current and potential competitors have the ability to dedicate substantially greater resources to enforce their intellectual property rights than we do. Accordingly, despite our efforts, if the protection of our proprietary rights is inadequate to prevent use or misappropriation by third parties, the value of our brand and other intangible assets may be diminished and competitors may be able to more effectively mimic our service and methods of operations. Any of these events would have a material adverse effect on our business, financial condition and results of operations.

Our use of open source software could limit our ability to commercialize the Boingo solution.

        We have incorporated open source software into the Boingo solution. Although we closely monitor our use of open source software, we are subject to the terms of open source licenses that have not been interpreted by U.S. or foreign courts, and there is a risk that in the future these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize the Boingo solution. In that event, we could be required to seek licenses from third parties or to re-engineer our software in order to continue offering the Boingo solution, or to discontinue operations, any of which could materially adversely affect our business.

Risks Related to This Offering and Ownership of Our Common Stock

The market price of our common stock may be volatile, which could result in substantial losses for investors purchasing shares in this offering.

        Prior to this offering, there has not been a public market for our common stock, and an active market for our common stock may not develop or be sustained after this offering. The market price of our common stock after this offering will vary from its initial public offering price. Fluctuations in market price and volume are particularly common among securities of technology companies. As a result, you may be unable to sell your shares of common stock at or above the initial offering price. The market price of our common stock may fluctuate significantly in response to the following factors, among others, many of which are beyond our control:

    general market conditions;

    domestic and international economic factors unrelated to our performance;

    actual or anticipated fluctuations in our quarterly operating results;

    changes in or failure to meet publicly disclosed expectations as to our future financial performance;

    changes in securities analysts' estimates of our financial performance or lack of research and reports by industry analysts;

    changes in market valuations or earnings of similar companies;

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    announcements by us or our competitors of significant products, contracts, acquisitions, or strategic partnerships;

    developments or disputes concerning patents or proprietary rights, including increases or decreases in litigation expenses associated with intellectual property lawsuits we may initiate, or in which we may be named as defendants;

    failure to complete significant sales;

    any future sales of our common stock or other securities; and

    additions or departures of key personnel.

Future sales of shares by existing stockholders could cause our stock price to decline.

        Sales of substantial amounts of our common stock in the public market following this offering, or the perception that these sales could occur, could cause the market price of our common stock to decline. Based on shares outstanding as of December 31, 2010, upon completion of this offering, we will have 32,528,097 outstanding shares of common stock (or 33,393,597 outstanding shares of common stock assuming exercise of the underwriters' overallotment option in full). All of the shares sold pursuant to this offering will be immediately tradeable without restriction under the Securities Act unless held by "affiliates", as that term is defined in Rule 144 under the Securities Act. The representatives of the underwriters may, in their sole discretion and at any time without notice, release all or any portion of the securities subject to lock-up agreements entered into in connection with this offering. See "Underwriting."

        After the lock-up agreements pertaining to this offering or market standoffs entered into between us and certain of our stockholders expire, and based on shares outstanding as of December 31, 2010, an additional 26,974,692 shares will be eligible for sale in the public market. In addition, shares underlying options that are either subject to the terms of our equity compensation plans or reserved for future issuance under our equity compensation plans will become eligible for sale in the public market to the extent permitted by the provisions of various option agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. As resale restrictions end, the market price of our common stock could decline if the holders of those shares sell them or are perceived by the market as intending to sell them.

        Holders of approximately 22,845,764 shares, or 70%, of our common stock outstanding after this offering (assuming no exercise of the underwriters' over-allotment option), and the holders of preferred stock warrants to purchase shares convertible into 25,936 shares of our common stock, will have rights, subject to some conditions, to require us to file registration statements covering the sale of their shares or to include their shares in registration statements that we may file for ourselves or other stockholders. We also intend to register the offer and sale of all 9,070,908 shares of common stock that we have issued or that we may issue under our equity compensation plans. Once we register the shares for the holders of registration rights and option holders, they can be freely sold in the public market upon issuance, subject to the restrictions contained in the lock-up agreements.

        In addition, in the future, we may issue additional shares of common stock or other equity or debt securities convertible into common stock in connection with a financing, acquisition, litigation settlement, employee arrangement or otherwise. Any of these issuances could result in substantial dilution to our existing stockholders and could cause the trading price of our common stock to decline.

If securities or industry analysts do not publish research or publish misleading or unfavorable research about our business, our stock price and trading volume could decline.

        The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business. We do not currently have and may

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never obtain research coverage by securities and industry analysts. If there is no coverage of our company by securities or industry analysts, the trading price for our stock would be negatively impacted. In the event we obtain securities or industry analyst coverage, if one or more of these analysts downgrades our stock or publishes misleading or unfavorable research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price or trading volume to decline.

Insiders will continue to have substantial control over us after this offering and will be able to influence corporate matters.

        Upon completion of this offering, our directors and executive officers and their affiliates will be able to exercise significant influence over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger or other sale of our company or its assets. This concentration of ownership could limit your ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. For information regarding the ownership of our outstanding stock by our executive officers and directors and their affiliates, see "Principal and Selling Stockholders."

As a public company, we will be subject to financial and other reporting and corporate governance requirements that may be difficult for us to satisfy, will raise our costs and may divert resources and management attention from operating our business.

        We have historically operated as a private company and have not been subject to the same financial and other reporting and corporate governance requirements as a public company. After this offering, we will be required to file annual, quarterly and other reports with the Securities and Exchange Commission, or SEC. We will need to prepare and timely file financial statements that comply with SEC reporting requirements. We will also be subject to other reporting and corporate governance requirements, under the listing standards of the NASDAQ Stock Market, or NASDAQ, which will impose significant new compliance obligations upon us. As a public company we will be required, among other things, to:

    prepare and file periodic reports, and distribute other stockholder communications, in compliance with the federal securities laws and NASDAQ rules;

    define and expand the roles and the duties of our board of directors and its committees;

    institute more comprehensive compliance, investor relations and internal audit functions; and

    evaluate and maintain our system of internal control over financial reporting, and report on management's assessment thereof, in compliance with rules and regulations of the SEC and the Public Company Accounting Oversight Board.

        Our management must periodically evaluate the adequacy of our internal control over financial reporting commencing with the year ending December 31, 2012. In connection with our preparation for our initial public offering, our independent registered public accounting firm recently completed the audits of our financial statements for the years ended December 31, 2007, 2008, 2009 and 2010. In connection with the completion of these audits, adjustments were identified in 2007, which caused us to conclude that there was a material weakness in our internal controls. A 2007 adjustment, which continued through 2009, caused us to conclude that there was a material weakness in 2008 and 2009 as well. If we are unable to appropriately maintain the remediation plan we have recently implemented and maintain any other necessary controls we implement in the future, our management might not be able to certify, and our independent registered public accounting firm might not be able to report on, the adequacy of our internal controls over financial reporting. Any such failure to maintain adequate

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internal controls could lead to adverse regulatory consequences, violate NASDAQ listing standards and could cause the trading price of our common stock to decline.

        The changes necessitated by becoming a public company will require a significant commitment of additional resources and management oversight that will increase our costs.

If we need additional capital in the future, it may not be available on favorable terms, or at all.

        We have historically relied on private placements of our equity securities and cash flow from operations to fund our operations, capital expenditures and expansion. However, we may require additional capital from equity or debt financing in the future to fund our operations, or respond to competitive pressures or strategic opportunities. We may not be able to secure timely additional financing on favorable terms, or at all. The terms of additional financing may place limits on our financial and operating flexibility. If we raise additional funds through further issuances of equity, convertible debt securities or other securities convertible into equity, our existing stockholders could suffer significant dilution in their percentage ownership of our company, and any new securities we issue could have rights, preferences and privileges senior to those of holders of our common stock, including shares of common stock sold in this offering. If we are unable to obtain adequate financing or financing on terms satisfactory to us, if and when we require it, our ability to grow or support our business and to respond to business challenges could be significantly limited.

We could be the subject of securities class action litigation due to future stock price volatility, which could divert management's attention and adversely affect our results of operations.

        The stock market in general, and market prices for the securities of technology companies like ours in particular, have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. A certain degree of stock price volatility can be attributed to being a newly public company. These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our operating performance. In several recent situations where the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our operating results.

Anti-takeover provisions in our charter documents and Delaware law could discourage, delay, or prevent a change in control of our company and may affect the trading price of our common stock.

        We are a Delaware corporation and the anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. See "Description of Capital Stock—Anti-Takeover Effects of Our Charter and Bylaws and Delaware Law." In addition, our amended and restated certificate of incorporation and amended and restated bylaws may discourage, delay, or prevent a change in our management or control over us that stockholders may consider favorable. For example, we anticipate that prior to the completion of this offering our amended and restated certificate of incorporation and amended and restated bylaws will:

    authorize the issuance of "blank check" preferred stock that could be issued by our board of directors to thwart a takeover attempt;

    establish a classified board of directors, as a result of which the successors to the directors whose terms have expired will be elected to serve from the time of election and qualification until the third annual meeting following their election;

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    require that directors only be removed from office for cause and only upon a majority stockholder vote;

    provide that vacancies on the board of directors, including newly-created directorships, may be filled only by a majority vote of directors then in office;

    limit who may call special meetings of stockholders;

    prohibit stockholder action by written consent, thereby requiring all actions to be taken at a meeting of the stockholders; and

    require supermajority stockholder voting to effect certain amendments to our amended and restated certificate of incorporation and amended and restated bylaws.

Our management will have broad discretion over the use of the proceeds we receive in this offering and might not apply the proceeds in ways that increase the value of your investment.

        Our management will have broad discretion to use the net proceeds we receive from this offering, and you will be relying on the judgment of our management regarding the application of these proceeds. Our management might not apply the net proceeds of this offering in ways that increase the value of your investment. We expect to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures, which may in the future include investments in, or acquisitions of, complementary businesses, products, services or technologies. We have not allocated these net proceeds for any specific purposes. Our management might not be able to yield a significant return, if any, on any investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use the net proceeds from this offering.

Investors purchasing common stock in this offering will experience substantial dilution as a result of this offering and future equity issuances.

        The initial public offering price per share is substantially higher than the pro forma net tangible book value per share of our common stock outstanding prior to this offering. As a result, investors purchasing common stock in this offering will experience immediate substantial dilution of $10.51 a share. This dilution is due in large part to the fact that our earlier investors paid substantially less than the initial public offering price when they purchased their shares of common stock. Investors purchasing shares of common stock in this offering will contribute approximately 34% of the total amount we have raised since our inception, but will own only approximately 12% of our total common stock immediately following the completion of this offering, excluding shares purchased from the selling stockholders and assuming no exercise by the underwriters of their option to purchase additional shares of our common stock to cover over-allotments. In addition, we have issued options to acquire common stock at prices significantly below the initial public offering price. To the extent outstanding options are ultimately exercised, there will be further dilution to investors in this offering. In addition, if the underwriters exercise their over-allotment option, if outstanding warrants to purchase our common stock are exercised, or if we issue additional equity securities, investors purchasing common stock in this offering will experience additional dilution.

We do not intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

        We do not intend to declare and pay dividends on our capital stock for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of our common stock will depend upon any future appreciation in their value. There is no guarantee that shares of our common stock will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA

        This prospectus contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to our management. The forward-looking statements are contained principally in "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and "Executive Compensation." Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as "anticipates," "believes," "could," "estimates," "expects," "intends," "may," "might," "plans," "possibly," "potential," "predicts," "projects," "seeks," "should," "will," "would" or similar expressions and the negatives of those terms.

        Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in "Risk Factors" and elsewhere in this prospectus. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management's beliefs and assumptions only as of the date of this prospectus. You should read this prospectus and the documents that we have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

        Any forward-looking statement made by us in this prospectus speaks only as of the date on which it is made. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

        This prospectus also contains estimates and other information concerning our industry, including market opportunity, size and growth rates, that are based on industry and government publications, reports, surveys and forecasts, including those generated by Cisco Systems, Inc., or Cisco, Infonetics Research, Inc., or Infonetics Research, International Data Corporation, or IDC, and The Nielsen Company, or Nielsen, and on assumptions that we have made that are based on that data, our review of the purchasing patterns of our existing customers with respect to our current solutions and customer demand for our solutions. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. With respect to information contained in industry and government publications, surveys and forecasts, we have assessed the information in the publications and found it to be reasonable and believe the publications are reliable. While we believe the market opportunity and market size information included in this prospectus is based on reasonable assumptions, such information is inherently imprecise. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and the markets we serve are necessarily subject to a high degree of uncertainty and risk, including those described in "Risk Factors."

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USE OF PROCEEDS

        We estimate that the net proceeds from our sale of 3,846,800 shares of common stock in this offering at an assumed initial public offering price of $13.00 per share, the midpoint of the range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses that we must pay, will be approximately $2.4 million. A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share would increase (decrease) our net proceeds to us from this offering by approximately $3.6 million, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses that we expect to pay. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholders.

        We intend to use the net proceeds to us from this offering for working capital and other general corporate purposes. In addition, we may choose to expand our current business through acquisitions of other businesses, products, services or technologies. However, we do not have agreements or commitments for any specific acquisitions at this time.

        Pending use of proceeds from this offering, we intend to invest the proceeds in short-term, interest-bearing, investment-grade instruments.


DIVIDEND POLICY

        We have never declared or paid cash dividends on our common or preferred equity. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare dividends will be made at the discretion of our board of directors, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.

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CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and capitalization as of December 31, 2010 on:

    an actual basis;

    a pro forma basis to reflect the conversion of all outstanding shares of our convertible preferred stock into 22,845,764 shares of our common stock upon the closing of this offering; and

    a pro forma as adjusted basis to reflect our receipt of the net proceeds from our sale of shares of common stock in this offering at an assumed initial public offering price of $13.00 per share, the midpoint of the range set forth on the front cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses.

        The information below is illustrative only and our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with "Selected Consolidated Financial Data" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements and the related notes included elsewhere in this prospectus.

 
  As of December 31, 2010  
 
  Actual   Pro Forma   Pro Forma
As Adjusted
 
 
  (unaudited)
 
 
  (in thousands, except for share numbers)
 

Cash and cash equivalents

  $ 25,721   $ 25,721   $ 69,829  
               

Convertible preferred stock, $0.0001 par value:

                   
 

Series A convertible preferred stock, 5,052,566 shares authorized, 5,052,521 shares issued and outstanding, liquidation preference of $22,263, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

    22,263          
 

Series A-2 convertible preferred stock, 1,104,969 shares authorized, 1,104,968 shares issued and outstanding, liquidation preference of $6,868, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

    6,868          
 

Series B convertible preferred stock, 3,500,000 shares authorized, 3,433,326 shares issued and outstanding, liquidation preference of $13,948, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

    13,948          
 

Series C convertible preferred stock, 10,991,596 shares authorized, 10,983,188 shares issued and outstanding, liquidation preference of $79,890, actual; no shares authorized, issued and outstanding, pro forma and pro forma as adjusted

    79,890          

Stockholders' equity (deficit):

                   
 

Preferred stock, $0.0001 par value, no shares authorized, issued and outstanding, actual; 5,000,000 shares authorized, no shares issued and outstanding, pro forma and pro forma as adjusted

             

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  As of December 31, 2010  
 
  Actual   Pro Forma   Pro Forma
As Adjusted
 
 
  (unaudited)
 
 
  (in thousands, except for share numbers)
 
 

Common stock, $0.0001 par value: 34,900,000 shares authorized, 5,835,533 shares outstanding actual; 34,900,000 shares authorized, 28,681,297 shares issued and outstanding pro forma; 34,900,000 shares authorized, 32,528,097 shares issued and outstanding pro forma as adjusted

        3     3  
 

Additional paid-in capital

        122,966     167,074  
 

Treasury stock

    (4,575 )   (4,575 )   (4,575 )
 

Note receivable from stockholder

    (103 )   (103 )   (103 )
 

Accumulated deficit

    (45,159 )   (45,159 )   (45,159 )
               
   

Total stockholders' equity (deficit)

    (49,837 )   73,132     117,240  

Accumulated deficit attributed to non-controlling interests

    197     197     197  
               

Total stockholders' equity (deficit)

    (49,640 )   73,329     117,437  
               

Total capitalization

  $ 73,329   $ 73,329   $ 117,437  
               

        A $1.00 increase or decrease in the assumed initial public offering price of $13.00 per share, the midpoint of the range set forth of the cover page of this prospectus, would result in an approximately $3.6 million decrease or increase in each of pro forma as adjusted cash and cash equivalents, additional paid-in capital, total stockholders' deficit and total capitalization, after deducting estimated underwriting discounts and commissions and estimated offering expenses that we must pay.

        The outstanding share information in the table above is based on 28,681,297 shares of our common stock outstanding as of December 31, 2010, and excludes the following shares:

    5,287,503 shares of common stock issuable upon exercise of options outstanding as of December 31, 2010 (including 216,595 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options prior to the closing of this offering) with a weighted average exercise price of $1.26 per share;

    26,322 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2010 with a weighted average exercise price of $1.67 per share;

    25,936 shares of common stock to be issued upon the exercise and conversion of preferred stock warrants outstanding as of December 31, 2010 with a weighted average exercise price of $3.00 per share;

    209,692 shares of common stock reserved for future issuance under our Amended and Restated 2001 Stock Incentive Plan, which will be terminated following the completion of this offering; and

    4,000,000 shares of common stock reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective upon completion of this offering and contains provisions that will automatically increase its share reserve each year, and pursuant to which our board of directors anticipates granting 2,113,559 options upon completion of this offering.

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DILUTION

        If you invest in our common stock, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock after this offering.

        Our pro forma net tangible book value at December 31, 2010 was $36.8 million, or $0.26 per share of common stock. Unaudited pro forma net tangible book value per share represents total tangible assets less total liabilities, divided by the number of outstanding shares of common stock on December 31, 2010, after giving effect to the conversion of all outstanding shares of preferred stock into shares of common stock as if the conversion occurred on December 31, 2010. Our pro forma as adjusted net tangible book value at December 31, 2010, after giving effect to the sale by us of 3,846,800 shares of common stock in this offering at an assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, would have been approximately $44.1 million, or $1.53 per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $1.21 per share to existing stockholders and an immediate dilution of $10.51 per share to new investors, or approximately 80.8% of the assumed initial public offering price of $13.00 per share. The following table illustrates this per share dilution:

Assumed initial public offering price per share

        $ 13.00  
 

Pro forma net tangible book value per share at December 31, 2010

  $ 1.28        
 

Increase in pro forma net tangible book value per share attributable to this offering

    1.21        
             

Pro forma as adjusted net tangible book value per share after this offering

          2.49  
             

Dilution per share to new investors

        $ 10.51  
             

        A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase (decrease) our pro forma as adjusted net tangible book value by $3.6 million, the pro forma as adjusted net tangible book value per share by $0.11 per share and the dilution in the pro forma net tangible book value to new investors in this offering by $0.11 per share, assuming the number of shares offered by us, as set forth on the cover pages of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

        The following table shows, as of December 31, 2010, the number of shares of common stock purchased from us, the total consideration paid to us and the average price paid per share by existing stockholders and by new investors purchasing common stock in this offering at an assumed initial public offering price of $13.00 per share, the midpoint of the range set forth on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

 
   
   
  Total Consideration
(in thousands)
   
 
 
  Shares Purchased    
 
 
  Average
Price Per
Share
 
 
  Number   Percent   Amount   Percent  

Existing stockholders

    28,681,297     88.2 % $ 95,825     65.7 % $ 3.34  

New investors

    3,846,800     11.8     50,008     34.3     13.00  
                         
 

Total

    32,528,097     100.0 % $ 145,833     100.0 %   4.48  
                         

        A $1.00 increase (decrease) in the assumed initial public offering price of $13.00 per share (the mid-point of the price range set forth on the cover page of this prospectus) would increase (decrease) total consideration paid by new investors, total consideration paid by all stockholders and the average

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price per share paid by all stockholders by $3.8 million, $3.8 million and $0.12, respectively, assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discount and estimated offering expenses payable by us.

        The discussion and tables in this section regarding dilution are based on 28,681,297 shares of common stock issued and outstanding as of December 31, 2010, which reflects the conversion of all of our preferred stock into an aggregate of 22,845,764 shares of our common stock, and excludes:

    5,287,503 shares of common stock issuable upon exercise of options outstanding as of December 31, 2010 (including 216,595 shares of our common stock that we expect to be sold in this offering by certain selling stockholders upon the exercise of vested options prior to the closing of this offering) with a weighted average exercise price of $1.26 per share;

    26,322 shares of common stock issuable upon the exercise of warrants outstanding as of December 31, 2010 with a weighted average exercise price of $1.67 per share;

    25,936 shares of common stock to be issued upon the exercise and conversion of preferred stock warrants outstanding as of December 31, 2010 with a weighted average exercise price of $3.00 per share;

    209,692 shares of common stock reserved for future issuance under our Amended and Restated 2001 Stock Incentive Plan, which will be terminated following the completion of this offering; and

    4,000,000 shares of common stock reserved for future issuance under our 2011 Equity Incentive Plan, which will become effective upon completion of this offering and contains provisions that will automatically increase its share reserve each year, and pursuant to which our board of directors anticipates granting 2,113,559 options upon completion of this offering.

        To the extent that outstanding options or warrants are exercised, you will experience further dilution. If all of our outstanding options and warrants were exercised, our pro forma net tangible book value as of December 31, 2010 would have been $43.6 million, or $1.28 per share, and the pro forma, as adjusted net tangible book value after this offering would have been $87.7 million, or $2.31 per share, causing dilution to new investors of $10.69 per share.

        In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

        The following tables present selected historical financial data for our business. You should read this information together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our consolidated financial statements, the related notes and other financial information included elsewhere in this prospectus. The selected consolidated financial data in this section are not intended to replace the financial statements and are qualified in their entirety by the financial statements and the related notes included elsewhere in this prospectus.

        We derived the consolidated statement of operations data for the years ended December 31, 2008, 2009 and 2010, and the consolidated balance sheet data as of December 31, 2009 and 2010, from our audited consolidated financial statements included elsewhere in this prospectus. We derived the consolidated statement of operations data for the years ended December 31, 2006 and 2007, and the consolidated balance sheet data as of December 31, 2006, 2007 and 2008 from our audited consolidated financial statements not included in this prospectus. Our historical results are not necessarily indicative of our results to be expected in any future period.

        The unaudited pro forma per share data give effect to the conversion of all currently outstanding shares of our convertible preferred stock into shares of our common stock upon the closing of this offering, as though the conversion had occurred at the beginning of the indicated fiscal period. For further information concerning the calculation of unaudited pro forma per share information, please refer to notes 2 and 18 of our notes to consolidated financial statements.

 
  Year Ended December 31,  
 
  2006   2007   2008   2009   2010  
 
  (in thousands, except per share amounts)
 

Consolidated Statement of Operations Data:

                               

Revenue

  $ 19,590   $ 41,240   $ 56,711   $ 65,715   $ 80,420  

Costs and operating expenses:

                               
 

Network access

    6,216     15,439     22,979     26,430     31,961  
 

Network operations

    4,004     9,431     11,010     11,667     13,508  
 

Development and technology

    6,711     6,333     6,763     7,374     8,475  
 

Selling and marketing

    3,314     4,371     7,549     5,901     5,985  
 

General and administrative

    3,331     6,091     7,945     8,214     10,645  
 

Amortization of intangible assets

    1,109     2,846     5,972     3,848     2,491  
                       

Total costs and operating expenses

    24,685     44,511     62,218     63,434     73,065  
                       

Income (loss) from operations

    (5,095 )   (3,271 )   (5,507 )   2,281     7,355  

Interest and other income (expense), net

    284     814     200     (154 )   (137 )
                       

Income (loss) before income taxes

    (4,811 )   (2,457 )   (5,307 )   2,127     7,218  

Income taxes

    51     128     272     706     (9,063 )
                       

Net income (loss)

  $ (4,862 ) $ (2,585 ) $ (5,579 ) $ 1,421   $ 16,281  
                       

Net income (loss) attributable to non-controlling interests

    27     313     332     394     547  
                       

Net income (loss) attributable to Boingo Wireless, Inc. 

  $ (4,889 ) $ (2,898 ) $ (5,911 ) $ 1,027   $ 15,734  
                       

Accretion of convertible and redeemable stock

    (3,338 )   (5,193 )   (5,256 )   (5,259 )   (5,020 )
                       

Net income (loss) attributable to common stockholders

  $ (8,227 ) $ (8,091 ) $ (11,167 ) $ (4,232 ) $ 10,714  
                       

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  Year Ended December 31,  
 
  2006   2007   2008   2009   2010  
 
  (in thousands, except per share amounts)
 

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

                               
 

Basic

  $ (1.51 ) $ (1.46 ) $ (1.96 ) $ (0.73 ) $ 1.84  
 

Diluted

  $ (1.51 ) $ (1.46 ) $ (1.96 ) $ (0.73 ) $ 0.49  

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

                               
 

Basic

    5,451     5,552     5,696     5,801     5,834  
 

Diluted

    5,451     5,552     5,696     5,801     31,899  

Unaudited pro forma net income per share attributable to common stockholders:

                               
 

Basic

                          $ 0.55  
 

Diluted

                          $ 0.50  

Unaudited weighted average shares used in computing pro forma net income per share attributable to common stockholders:

                               
 

Basic

                            28,680  
 

Diluted

                            31,899  

Other Financial Data:

                               

Adjusted EBITDA(1)

  $ (2,264 ) $ 4,332   $ 6,942   $ 13,527   $ 18,224  

Operating cash flows

    5,260     11,518     10,922     14,522     24,160  

Investing cash flows

    (57,270 )   (14,847 )   (2,065 )   (3,659 )   (19,934 )

Financing cash flows

    62,813     (5,389 )   (1,287 )   (974 )   (1,134 )

 

 
  As of December 31,  
 
  2006   2007   2008   2009   2010  
 
  (in thousands)
 

Consolidated Balance Sheet Data:

                               

Cash and cash equivalents

  $ 13,888   $ 5,170   $ 12,740   $ 22,629   $ 25,721  

Working capital

    13,915     2,310     1,519     4,656     19,543  

Total assets

    94,539     100,472     100,859     104,401     133,035  

Long-term capital leases

    103     136     183     389      

Deferred revenue

    16,322     25,286     27,351     29,739     38,978  

Total liabilities

    27,639     40,286     45,932     47,675     59,706  

Convertible and redeemable stock

    106,815     107,434     112,690     117,949     122,969  

Total stockholders' deficit

    (39,915 )   (47,248 )   (57,763 )   (61,223 )   (49,640 )

(1)
We define Adjusted EBITDA as net income (loss) attributable to common stockholders plus accretion of convertible and redeemable stock, depreciation, amortization of intangible assets, interest expense, net, income taxes, stock-based compensation expense and non-controlling interests expense.

    We believe that Adjusted EBITDA is useful to investors and other users of our financial statements in evaluating our operating performance because it provides them with an additional tool to compare business performance across companies and across periods. We believe that:

    Adjusted EBITDA provides investors and other users of our financial information consistency and comparability with our past financial performance, facilitates period-to-period comparisons of operations and facilitates comparisons with other companies, many of which use similar non-GAAP financial measures to supplement their GAAP results; and

    it is useful to exclude non-cash charges, such as accretion of convertible and redeemable stock, depreciation and asset impairment, amortization of intangible assets and stock-based compensation, and non-core operational charges such as acquisition-related expense, from

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      Adjusted EBITDA because the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and these expenses can vary significantly between periods as a result of acquisitions, full amortization of previously acquired tangible and intangible assets or the timing of new stock-based awards.

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

    We do not place undue reliance on Adjusted EBITDA as our only measure of operating performance. Adjusted EBITDA should not be considered as a substitute for other measures of financial performance reported in accordance with GAAP. There are limitations to using non-GAAP financial measures, including that other companies may calculate these measures differently than we do. We compensate for the inherent limitations associated with using Adjusted EBITDA through disclosure of these limitations, presentation of our financial statements in accordance with GAAP and reconciliation of Adjusted EBITDA to the most directly comparable GAAP measure, net income (loss) attributable to common stockholders.

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

 
  Year Ended December 31,  
 
  2006   2007   2008   2009   2010  
 
  (in thousands)
 

Net income (loss) attributable to common stockholders

  $ (8,227 ) $ (8,091 ) $ (11,167 ) $ (4,232 ) $ 10,714  

Accretion of convertible and redeemable stock

    3,338     5,193     5,256     5,259     5,020  

Depreciation

    1,709     4,139     5,811     6,658     7,511  

Amortization of intangible assets

    1,109     2,846     5,972     3,848     2,491  

Interest (income) expense, net

    (284 )   (814 )   (200 )   154     137  

Income taxes

    51     128     272     706     (9,063 )

Stock-based compensation expense

    13     618     666     740     867  

Non-controlling interests

    27     313     332     394     547  
                       

Adjusted EBITDA

  $ (2,264 ) $ 4,332   $ 6,942   $ 13,527   $ 18,224  
                       

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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 together with "Selected Consolidated Financial Data" and our financial statements and accompanying notes included elsewhere in this prospectus. This discussion contains forward-looking statements, based on current expectations, related to our plans, estimates, beliefs and anticipated future financial performance. These statements involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in this section and under "Risk Factors," "Special Note Regarding Forward-Looking Statements and Industry Data" and elsewhere in this prospectus.

Overview

        We believe we are the leading global provider of commercial mobile Wi-Fi Internet solutions. Our software applications and solutions enable individuals to access our extensive global Wi-Fi network of over 325,000 hotspots with devices such as smartphones, laptops and tablet computers. Our offerings provide compelling cost and performance advantages to our customers and partners.

        Our company was formed in 2001 with the vision of making it easy to connect to the mobile Internet. We initially built our roaming network through agreements with Wi-Fi venue operators and other Wi-Fi networks, enabling individuals to roam across a larger Wi-Fi network. We developed our software client and retail customer offering, which included subscription and single-use access. In 2006, we acquired Concourse Communications, which managed and operated Wi-Fi services at 12 airports, including Chicago O'Hare International Airport and John F. Kennedy International Airport. By leveraging these strategic locations, we were able to rapidly expand our network footprint to other locations because other network operators wanted to establish roaming agreements to access our network. These developments allowed us to build both a consumer retail business and a wholesale business, which has grown to over 125 partners, enabling our customers to access their networks and enabling other companies to provide our services to their customers. In 2007 we acquired Sprint Spectrum's Wi-Fi network of seven managed and operated airports and one non-exclusive airport, and in 2008 we acquired Opti-Fi Networks' Wi-Fi network of 25 managed and operated airports and the Washington State Ferries. We continue to enhance our software client and expand our network and global reach.

        We generate revenue primarily from our retail customers and wholesale partners. Our retail customers purchase month-to-month subscription plans that automatically renew, or single-use access to our network. We acquire our retail customers primarily from mobile Internet users passing through our managed and operated locations, where we generally have exclusive multi-year agreements. Some of our wholesale partners license our software and pay usage-based network access fees to allow their customers access to our global Wi-Fi network. Other wholesale partners, that are telecom operators, pay us build-out fees and access fees for our distributed antenna system, or DAS, enabling their cellular customers to access these networks. Some of our wholesale partners pay us to provide Wi-Fi services in their venue locations under a service provider arrangement. Our wholesale partner relationships are generally governed by multi-year contracts. We acquire our wholesale partners through our business development efforts. We also generate revenue from advertisers that seek to reach visitors to the landing pages at our managed and operated network locations with online advertising, promotional and sponsored programs.

        We grew revenue from $56.7 million in 2008 to $65.7 million in 2009, an increase of 16%, or excluding the impact of the Opti-Fi acquisition, to $64.1 million, an increase of 13%. We grew revenue from $65.7 million in 2009 to $80.4 million in 2010, an increase of 22%. The Opti-Fi acquisition had no material impact on this revenue growth rate. We grew Adjusted EBITDA from $6.9 million in 2008 to

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$13.5 million in 2009, an increase of 95%. We grew Adjusted EBITDA from $13.5 million in 2009, to $18.2 million in 2010, an increase of 35%. We decreased net loss attributable to common stockholders from $11.2 million in 2008 to $4.2 million in 2009. We improved net loss attributable to common stockholders to net income attributable to common stockholders of $10.7 million in 2010. For a discussion of Adjusted EBITDA and a reconciliation of net income (loss) to adjusted EBITDA, see footnote 1 to "Selected Consolidated Financial Data."

        Many online consumer and business activities, such as streaming media, social networking, downloading large email attachments and video calling, require high-speed, high-bandwidth Internet access. In addition, the proliferation of smartphones, laptops, tablet computers and other Wi-Fi enabled devices has led users to expect access to the same content and information while on-the-go, with the same performance quality they are accustomed to in the home or office setting. These data intensive activities are driving a global surge in mobile Internet data traffic that is expected to increase 27 times between 2010 and 2015, according to Cisco's Visual Networking Index. We believe these trends present us with opportunities to generate significant growth in revenue and profitability.

Key Business Metrics

        In addition to monitoring traditional financial measures, we also monitor our operating performance using the following key performance indicators:

 
  Year Ended December 31,  
 
  2008   2009   2010  
 
  (in thousands, except churn data)
 

Subscribers

    74     140     200  

Monthly churn

    10.7 %   9.7 %   9.5 %

Connects

    4,854     5,397     7,762  

        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 the Boingo global Wi-Fi network in a given period. These are paid connects from our retail customers and wholesale partners, with which we have usage-based agreements. We count each individual 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 the Boingo network.

Key Components of our Results of Operations

Revenue

        Our revenue consists of retail revenue, wholesale revenue, and advertising and other revenue.

        Retail subscription.    We generate revenue from sales to individuals of month-to-month network access subscriptions that automatically renew, primarily through charge card transactions.

        Retail single-use.    We generate revenue from sales of hourly, daily or other single-use access to individuals primarily through charge card transactions.

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        Wholesale.    We generate revenue from wholesale partners that license our software and pay usage-based monthly network access fees to allow their customers to access our global Wi-Fi network, and telecom operator partners that pay us build-out fees and access fees for our DAS networks. Usage-based network access fees may be measured in minutes, connects or megabytes, and in most cases are subject to monthly minimums. Other wholesale partners pay us monthly fees to provide a Wi-Fi infrastructure that we install, manage and operate at their venues for their customers under a service provider arrangement.

        Advertising and other.    We generate revenue from advertisers that seek to reach visitors to our landing pages at our managed and operated network locations with online advertising, promotional and sponsored programs. In addition, we receive revenue from kiosk users in some of the airports where we manage and operate the Wi-Fi network.

Costs and Operating Expenses

        We classify our costs and operating expenses as network access, network operations, development and technology, selling and marketing, general and administrative, and amortization of intangible assets. Network access costs consist primarily of payments to venues and network partners in the Boingo network. Other costs and operating expenses primarily consist of personnel costs, costs for contracted labor and development, marketing, legal, accounting and consulting services, and other professional service fees. Personnel costs include salaries, bonuses, stock-based compensation and employee benefits. Facilities costs and depreciation expenses are generally allocated based on headcount. Depreciation expenses associated with specifically identifiable assets are allocated to the appropriate expense categories.

        Network access.    Network access costs consist of revenue share payments to venues where our managed and operated hotspots are located, usage-based fees to our roaming network partners for access to their networks, costs of equipment related to network build-out projects in our managed and operated locations, and bandwidth and other Internet connectivity expenses in our managed and operated locations.

        Network operations.    Network operations expenses consist of costs for our customer service department and for our operations staff that designs, builds, monitors and maintains the network. Also included are expenses for our customer service provider that handles customer care inquiries and expenses for network operations contractors, equipment depreciation and software and hardware maintenance fees.

        Development and technology.    Development and technology expenses consist of costs for our product development and engineering departments, developers and our information systems services staff, equipment depreciation and software and hardware maintenance fees.

        Selling and marketing.    Selling and marketing expenses consist of costs for our business development and marketing employees and executives, travel and entertainment and marketing programs.

        General and administrative.    General and administrative expenses consist of costs for our executive, finance and accounting, legal and human resources personnel, as well as, legal, accounting, tax and other professional service fees. Also included are other corporate expenses such as charge card processing fees and bad debt expense.

        Amortization of intangible assets.    Amortization of intangible assets consists primarily of acquired network contracts.

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Interest and Other Income (Expense), Net

        Interest and other income (expense), net, consists of interest income and capital lease obligations.

Income Taxes

        As a result of the utilization of our federal net operating loss carryforwards, our income taxes include only state income taxes and federal alternative minimum tax. In 2010, income taxes also included the tax benefits associated with the release of a portion of our valuation allowance.

Non-controlling Interests

        Non-controlling interests are comprised of minority holdings by third parties in our subsidiaries Concourse Communications Detroit, LLC, or CCG Detroit, and Chicago Concourse Development Group, LLC, or CCDG.

        We attributed profits and losses to the non-controlling interest in CCG Detroit under the terms of the limited liability company agreement. CCG Detroit has generated losses over the last several years which has reduced the non-controlling owners capital account to zero in 2009 resulting in an allocation to the controlling interest holder of all operating losses and deficits created by the annual $85,000 fixed distributions to the non-controlling interest holder.

        We are required to pay a portion of allocated net profits less capital expenditures of the preceding year to the minority interest holders of CCDG. The limited liability company agreement for CCDG does not have a term. CCDG can be dissolved upon the unanimous agreement of the members, upon the sale of CCDG, upon declaration of bankruptcy, or upon the termination of the license agreement between CCDG and the City of Chicago.

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Results of Operations

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

 
  Year Ended December 31,  
 
  2008   2009   2010  
 
  (in thousands)
 

Consolidated Statements of Operations Data:

                   

Revenue

  $ 56,711   $ 65,715   $ 80,420  
               

Costs and operating expenses:

                   
 

Network access

    22,979     26,430     31,961  
 

Network operations

    11,010     11,667     13,508  
 

Development and technology

    6,763     7,374     8,475  
 

Selling and marketing

    7,549     5,901     5,985  
 

General and administrative

    7,945     8,214     10,645  
 

Amortization of intangible assets

    5,972     3,848     2,491  
               

Total costs and operating expenses

    62,218     63,434     73,065  
               

Income (loss) from operations

    (5,507 )   2,281     7,355  

Interest and other income (expense), net

    200     (154 )   (137 )
               

Income (loss) before income taxes

    (5,307 )   2,127     7,218  

Income taxes

    272     706     (9,063 )
               

Net income (loss)

    (5,579 )   1,421     16,281  

Net income (loss) attributable to non-controlling interests

    332     394     547  
               

Net income (loss) attributable to Boingo Wireless, Inc. 

  $ (5,911 ) $ 1,027   $ 15,734  
               

        Depreciation expense included in the above line items:

 

Network access

  $ 3,374   $ 4,176   $ 4,392  
 

Network operations

    1,428     1,058     1,747  
 

Development and technology

    814     1,148     1,024  
 

Selling and marketing

    27     17     18  
 

General and administrative

    168     259     330  
                 
 

  $ 5,811   $ 6,658   $ 7,511  
                 

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

 

Network operations

  $ 91   $ 127   $ 131  
 

Development and technology

    79     84     115  
 

Selling and marketing

    121     114     171  
 

General and administrative

    375     415     450  
                 
 

  $ 666   $ 740   $ 867  
                 

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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.

 
  Year Ended December 31  
 
  2008   2009   2010  
 
  (as a percentage of revenue)
 

Consolidated Statements of Operations Data:

                   

Revenue

    100.0 %   100.0 %   100.0 %
               

Costs and operating expenses:

                   
 

Network access

    40.5     40.2     39.7  
 

Network operations

    19.4     17.8     16.8  
 

Development and technology

    11.9     11.2     10.5  
 

Selling and marketing

    13.3     9.0     7.4  
 

General and administrative

    14.0     12.5     13.2  
 

Amortization of intangible assets

    10.5     5.9     3.1  
               

Total costs and operating expenses

    109.6     96.6     90.7  
               

Income (loss) from operations

    (9.6 )   3.4     9.3  

Interest and other income (expense), net

    0.4     (0.2 )   (0.2 )
               

Income (loss) before income taxes

    (9.2 )   3.2     9.1  

Income taxes

    0.5     1.1     (11.3 )
               

Net income (loss)

    (9.7 )   2.1     20.4  

Net income attributable to non-controlling interests

    0.6     0.6     0.7  
               

Net income (loss) attributable to Boingo Wireless, Inc. 

    (10.3 )%   1.5 %   19.7 %
               

Years ended December 31, 2009 and 2010

Revenue

 
  Year Ended December 31,  
 
  2009   2010   Change   % Change  
 
  (in thousands, except churn data and percentages)
 

Revenue:

                         
 

Retail subscription

  $ 18,331   $ 23,561   $ 5,230     28.5  
 

Retail single-use

    18,060     17,460     (600 )   (3.3 )
 

Wholesale

    23,955     35,134     11,179     46.7  
 

Advertising and other

    5,369     4,265     (1,104 )   (20.6 )
                     
   

Total revenue

  $ 65,715   $ 80,420   $ 14,705     22.4  
                     

Key business metrics:

                         
 

Subscribers

    140     200     60     42.9  
 

Monthly churn

    9.7 %   9.5 %   0.2 %   2.1  
 

Connects

    5,397     7,762     2,365     43.8  

        Total revenue.    Total revenue increased $14.7 million, or 22.4%, in 2010, as compared to 2009.

        Retail subscription.    Retail subscription revenue increased $5.2 million, or 28.5%, in 2010, as compared to 2009, due to a 42.9% increase in subscribers. This increase was partially offset by a reduction in average monthly subscriber revenue of 17.2%, due to a declining number of subscribers continuing to pay the historically higher monthly rates in effect prior to our 2008 price reduction and the greater mix of lower priced smartphone subscriptions.

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        Retail single-use.    Retail single-use revenue decreased $0.6 million, or 3.3%, in 2010, as compared to 2009, due to a 3.6% decrease in single-use connects. We believe that the decrease in single-use connects was due primarily to the increase in new customers that opted for subscriptions. The decrease in single-use connect revenue was partially offset by increased single-use connects in Europe at higher revenue per connect.

        Wholesale.    Wholesale revenue increased $11.2 million, or 46.7%, in 2010, as compared to 2009, due to $8.8 million from increased usage-based fees, $1.6 million from new DAS build-out projects in our managed and operated locations, and $0.8 million from DAS access and usage fees.

        Advertising and other.    Advertising and other revenue decreased $1.1 million, or 20.6%, in 2010, as compared to 2009, due to decreases in promotional sponsorships of $1.4 million, and a $0.1 million decrease in kiosk revenue, partially offset by a $0.4 million increase in one-time professional services revenue.

Costs and Operating Expenses

 
  Year Ended December 31,  
 
  2009   2010   Change   % Change  
 
  (in thousands, except percentages)
 

Costs and operating expenses:

                         
 

Network access

  $ 26,430   $ 31,961   $ 5,531     20.9  
 

Network operations

    11,667     13,508     1,841     15.8  
 

Development and technology

    7,374     8,475     1,101     14.9  
 

Selling and marketing

    5,901     5,985     84     1.4  
 

General and administrative

    8,214     10,645     2,431     29.6  
 

Amortization of intangible assets

    3,848     2,491     (1,357 )   (35.3 )
                     

Total costs and operating expenses

  $ 63,434   $ 73,065   $ 9,631     15.2  
                     

        Network access.    Network access costs increased $5.5 million, or 20.9%, in 2010, as compared to 2009. The change reflects increases of $2.7 million from revenue share paid to venues in our managed and operated locations, $2.6 million from customer usage at partner venues, $0.3 million from bandwidth and other Internet connectivity expenses and $0.2 million from equipment depreciation expense from DAS build-out projects. The increase was partially offset by $0.3 million of credits not used by a wholesale customer for network access.

        Network operations.    Network operations expenses increased $1.8 million, or 15.8%, in 2010, as compared to 2009, due to a $0.9 million increase in hardware depreciation and software maintenance expenses, a $0.3 million increase in personnel related expenses and a $0.6 million increase in consulting, internet connectivity and travel expenses.

        Development and technology.    Development and technology expenses increased $1.1 million, or 14.9%, in 2010, as compared to 2009, due to a $0.9 million increase in personnel related expenses and a $0.2 million increase in consulting and software maintenance expenses.

        Selling and marketing.    Selling and marketing expenses increased $0.1 million, or 1.4%, in 2010, as compared to 2009, due to a $0.4 million increase in personnel costs and a $0.2 million increase in consulting and travel expenses, partially offset by a $0.5 million decrease in brand marketing program expenses.

        General and administrative.    General and administrative expenses increased $2.4 million, or 29.6%, in 2010, as compared to 2009, due to $1.1 million in legal and accounting fees, $1.0 million in

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consultant fees, $0.6 million in personnel related expenses and $0.6 million in lease, rent and other expenses. The increase was partially offset by a $0.9 million decrease in bad debt expenses.

        Amortization of intangible assets.    Amortization of intangible assets expense decreased $1.4 million, or 35.3%, in 2010, as compared to 2009. The decrease was due to certain acquired assets being fully amortized during 2010. For future years, amortization expense is expected to be $1.5 million for 2011, $0.9 million for 2012, $0.8 million for 2013 and $6.9 million for 2014 and thereafter.

Interest and Other Income (Expense), Net

        Interest and other income (expense), net, remained essentially unchanged in 2010, as compared to 2009.

Income Taxes

        Income taxes decreased $9.8 million in 2010, as compared to 2009. In December 2010, based on current year income and our projections of future income, we concluded it was more likely than not that certain of our deferred tax assets would be realizable, and therefore the valuation allowance was reduced by $12.3 million.

Non-controlling Interests

        Non-controlling interests payments increased $0.2 million in 2010, as compared to 2009, due to increased profits at the two applicable managed and operated locations.

Years Ended December 31, 2008 and 2009

Revenue

 
  Year Ended December 31,  
 
  2008   2009   Change   % Change  
 
  (in thousands, except churn data and percentages)
 

Revenue:

                         
 

Retail subscription

  $ 14,179   $ 18,331   $ 4,152     29.3  
 

Retail single-use

    19,565     18,060     (1,505 )   (7.7 )
 

Wholesale

    19,931     23,955     4,024     20.2  
 

Advertising and other

    3,036     5,369     2,333     76.8  
                     
   

Total revenue

  $ 56,711   $ 65,715   $ 9,004     15.9  
                     

Key business metrics:

                         
 

Subscribers

    74     140     66     89.2  
 

Monthly churn

    10.7 %   9.7 %   (1.0 )%   (9.4 )
 

Connects

    4,854     5,397     543     11.2  

        Total revenue.    Our total revenue increased $9.0 million, or 15.9%, in 2009 as compared to 2008. Excluding the impact of the Opti-Fi acquisition in 2008, revenue increased $7.6 million, or 13.4%, in 2009 as compared to 2008.

        Retail subscription.    Retail subscription revenue increased $4.2 million, or 29.3%, in 2009 as compared to 2008, due to an 89.2% increase in subscribers, which includes 3,000 subscribers, or 2.9 points of the increase, due to the Opti-Fi acquisition. This increase was partially offset by a reduction in average monthly subscriber revenue of 28.0%, due to the reduction of the monthly subscription price for new laptop customers in 2008.

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        Retail single-use.    Retail single-use revenue decreased $1.5 million, or 7.7%, in 2009 as compared to 2008, due to a 19.1% decrease in single-use connects. We believe that the decrease in single-use connects was due primarily to the increase in new customers that opted for subscriptions. The decrease in single-use connect revenue was partially offset by increased single-use connects in Europe at higher revenue per connect.

        Wholesale.    Wholesale revenue increased $4.0 million, or 20.2%, in 2009 as compared to 2008, due to $3.7 million of greater usage-based fees, of which $3.0 million were from a new Wi-Fi wholesale customer, and $0.5 million of new DAS build-out fees. The revenue increase was partially offset by reduced DAS usage fees.

        Advertising and other.    Advertising and other revenue increased $2.3 million, or 76.8%, in 2009 as compared to 2008, due to a new promotional sponsorship of $2.8 million. The increase was partially offset by $0.5 million of reduced revenue from other advertising customers due to this promotional sponsorship and decreased kiosk revenue.

Costs and Operating Expenses

 
  Year Ended December 31,  
 
  2008   2009   Change   % Change  
 
  (in thousands, except percentages)
 

Costs and operating expenses:

                         
 

Network access

  $ 22,979   $ 26,430   $ 3,451     15.0  
 

Network operations

    11,010     11,667     657     6.0  
 

Development and technology

    6,763     7,374     611     9.0  
 

Selling and marketing

    7,549     5,901     (1,648 )   (21.8 )
 

General and administrative

    7,945     8,214     269     3.4  
 

Amortization of intangible assets

    5,972     3,848     (2,124 )   (35.6 )
                   
   

Total costs and operating expenses

  $ 62,218   $ 63,434   $ 1,216     2.0  
                   

        Network access.    Network access costs increased $3.5 million, or 15.0%, in 2009 as compared to 2008. The change reflects increases of $2.7 million from customer usage at partner venues, $0.8 million from equipment depreciation expense from DAS build-out projects, $0.4 million from bandwidth and other Internet connectivity expenses and $0.1 million from revenue share to venues in our managed and operated locations. The increase was partially offset by $0.5 million of credits not used by a wholesale customer for network access.

        Network operations.    Network operations expenses increased $0.7 million, or 6.0%, in 2009 as compared to 2008, due to a $0.5 million increase in personnel related expenses, a $0.2 million increase in consulting expenses, and a $0.2 million increase in data center expenses. The increase was partially offset by decreases in consulting, travel, depreciation for equipment and hardware and software maintenance expenses.

        Development and technology.    Development and technology expenses increased $0.6 million, or 9.0%, in 2009 as compared to 2008, due to a $0.5 million increase in personnel related expenses and a $0.1 million increase in depreciation for equipment and hardware and software maintenance expenses.

        Selling and marketing.    Selling and marketing expenses decreased $1.6 million, or 21.8%, in 2009 as compared to 2008, due to a $1.9 million decrease in brand marketing program expenses. The decrease was partially offset by a $0.3 million increase in personnel expenses and related facilities costs.

        General and administrative.    General and administrative expenses increased $0.3 million, or 3.4%, in 2009 as compared to 2008, due to a $0.6 million increase in bad debt expenses, a $0.4 million

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increase in personnel related expenses and a $0.2 million increase in rent and facilities expenses. The increase was partially offset by a $0.4 million decrease on fees paid on charge card sales, and a $0.5 million decrease in property and use tax expenses, legal and professional expenses, telecommunications and other expenses.

        Amortization of intangible assets.    Amortization of intangible assets expense decreased $2.1 million, or 35.6%, in 2009 as compared to 2008, due to a $2.4 million decrease in the amortization of intangible assets from acquired assets that were fully amortized in 2008. The decrease was partially offset by a $0.2 million increase in amortization of intangible assets from assets acquired in 2009.

Interest and Other Income (Expense), Net

        Interest and other income (expense), net, decreased $0.4 million in 2009 as compared to 2008. The decrease was due to a decrease in the average yield of our invested assets in 2009 as compared to 2008 and increased interest expenses of $0.1 million.

Income Taxes

        Income taxes increased $0.4 million in 2009 as compared to 2008. The increase was due to increased taxable income in certain states. As a result of our net operating losses, our income taxes include only state income taxes and federal alternative minimum tax.

Non-controlling Interests

        Non-controlling interests payments increased $0.1 million in 2009 as compared to 2008, due to increased profits at the two applicable managed and operated locations.

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Unaudited Quarterly Results of Operations

        The following table presents our unaudited consolidated quarterly results of operations for the eight fiscal quarters ended December 31, 2010. This information is derived from our unaudited consolidated financial statements, and includes all normal recurring adjustments. This data should be read together with our consolidated financial statements and the related notes to these financial statements included elsewhere in this prospectus.

 
  Three Months Ended  
 
  Mar. 31,
2009
  Jun. 30,
2009
  Sep. 30,
2009
  Dec. 31,
2009
  Mar. 31,
2010
  Jun. 30,
2010
  Sep. 30,
2010
  Dec. 31,
2010
 
 
  (in thousands, unaudited)
 

Revenue

  $ 14,116   $ 15,329   $ 16,464   $ 19,806   $ 18,499   $ 20,298   $ 20,214   $ 21,409  

Costs and operating expenses:

                                                 
 

Network access

    5,981     6,401     6,608     7,440     7,189     8,347     7,742     8,683  
 

Network operations

    3,084     2,844     2,827     2,912     3,317     3,172     3,236     3,783  
 

Development and technology

    1,970     1,706     1,666     2,032     2,169     2,047     1,978     2,281  
 

Selling and marketing

    1,585     1,362     1,482     1,472     1,398     1,381     1,509     1,697  
 

General and administrative

    1,724     2,060     1,819     2,611     2,239     2,344     2,554     3,508  
 

Amortization of intangible assets

    1,073     1,052     853     870     731     618     573     569  
                                   
   

Total costs and operating expenses

    15,417     15,425     15,255     17,337     17,043     17,909     17,592     20,521  
                                   

Income (loss) from operations

    (1,301 )   (96 )   1,209     2,469     1,456     2,389     2,622     888  

Interest and other income (expense), net

    4     (38 )   (52 )   (68 )   24     68     (75 )   (154 )
                                   

Income (loss) before income taxes

    (1,297 )   (134 )   1,157     2,401     1,480     2,457     2,547     734  

Income taxes

    (543 )   (30 )   444     835     181     306     319     (9,869 )
                                   

Net income (loss)

    (754 )   (104 )   713     1,566     1,299     2,151     2,228     10,603  

Net income (loss) attributable to non-controlling interests

    90     108     87     109     111     121     118     197  
                                   

Net income (loss) attributable to Boingo Wireless, Inc. 

  $ (844 ) $ (212 ) $ 626   $ 1,457   $ 1,188   $ 2,030   $ 2,110   $ 10,406  
                                   

        Depreciation expense included in the above line items:

 
  Three Months Ended  
 
  Mar. 31,
2009
  Jun. 30,
2009
  Sep. 30,
2009
  Dec. 31,
2009
  Mar. 31,
2010
  Jun. 30,
2010
  Sep. 30,
2010
  Dec. 31,
2010
 
 
  (in thousands, unaudited)
 

Network access

  $ 994   $ 1,025   $ 1,057   $ 1,100   $ 1,103   $ 1,103   $ 1,103   $ 1,083  

Network operations

    252     274     265     267     324     325     395     703  

Development and technology

    277     226     222     423     303     241     242     238  

Selling and marketing

    4     5     4     4     4     5     5     4  

General and administrative

    72     65     64     58     71     89     88     82  
                                   

Total

  $ 1,599   $ 1,595   $ 1,612   $ 1,852   $ 1,805   $ 1,763   $ 1,833   $ 2,110  
                                   

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

 
  Three Months Ended  
 
  Mar. 31,
2009
  Jun. 30,
2009
  Sep. 30,
2009
  Dec. 31,
2009
  Mar. 31,
2010
  Jun. 30,
2010
  Sep. 30,
2010
  Dec. 31,
2010
 
 
  (in thousands, unaudited)
 

Network operations

  $ 31   $ 33   $ 33   $ 30   $ 42   $ 42   $ 22   $ 25  

Development and technology

    17     20     22     25     31     32     28     24  

Selling and marketing

    21     27     29     37     44     45     41     41  

General and administrative

    94     98     99     124     120     122     115     93  
                                   

Total

  $ 163   $ 178   $ 183   $ 216   $ 237   $ 241   $ 206   $ 183  
                                   

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

 
  Three Months Ended  
 
  Mar. 31,
2009
  Jun. 30,
2009
  Sep. 30,
2009
  Dec. 31,
2009
  Mar. 31,
2010
  Jun. 30,
2010
  Sep. 30,
2010
  Dec. 31,
2010
 
 
  (unaudited)
 

Revenue

    100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %
                                   

Costs and operating expenses:

                                                 
 

Network access

    42.4     41.8     40.1     37.6     38.9     41.1     38.3     40.6  
 

Network operations

    21.8     18.6     17.2     14.7     17.9     15.6     16.0     17.7  
 

Development and technology

    14.0     11.1     10.1     10.3     11.7     10.1     9.8     10.7  
 

Selling and marketing

    11.2     8.9     9.0     7.4     7.6     6.8     7.5     7.9  
 

General and administrative

    12.2     13.4     11.0     13.2     12.1     11.5     12.6     16.4  
 

Amortization of intangible assets

    7.6     6.9     5.2     4.4     4.0     3.0     2.8     2.7  
                                   
   

Total costs and operating expenses

    109.2     100.7     92.6     87.6     92.2     88.1     87.0     96.0  
                                   

Income (loss) from operations

    (9.2 )   (0.7 )   7.4     12.4     7.8     11.9     13.0     4.0  

Interest and other income (expense), net

   
0.0
   
(0.2

)
 
(0.3

)
 
(0.3

)
 
0.1
   
0.3
   
(0.4

)
 
(0.7

)
                                   

Income before income taxes

    (9.2 )   (0.9 )   7.1     12.1     7.9     12.2     12.6     3.3  

Income taxes

    (3.8 )   (0.2 )   2.7     4.2     1.0     1.5     1.6     (46.1 )
                                   

Net income (loss)

    (5.4 )   (0.7 )   4.4     7.9     6.9     10.7     11.0     49.4  

Net income (loss) attributable to non-controlling interests

    0.6     0.7     0.5     0.6     0.6     0.6     0.6     0.9  
                                   

Net income (loss) attributable to Boingo Wireless, Inc. 

    (6.0 )%   (1.4 )%   3.9 %   7.3 %   6.3 %   10.1 %   10.4 %   48.5 %
                                   

        The following table sets forth our key business metrics results for the eight fiscal quarters ended December 31, 2010.

 
  Three Months Ended  
 
  Mar. 31,
2009
  Jun. 30,
2009
  Sep. 30,
2009
  Dec. 31,
2009
  Mar. 31,
2010
  Jun. 30,
2010
  Sep. 30,
2010
  Dec. 31,
2010
 
 
  (in thousands, except churn data)
 

Key business metrics:

                                                 
 

Subscribers

    96     117     133     140     158     184     191     200  
 

Monthly churn

    9.0 %   9.4 %   10.1 %   10.3 %   9.2 %   9.5 %   10.2 %   9.2 %
 

Connects

    1,245     1,394     1,336     1,422     1,636     2,142     2,026     1,958  

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        Our quarterly financial results fluctuate depending on the mix of subscription, single-use, wholesale and advertising revenue. Our subscription revenue generally increases each quarter as we grow our subscriber base. Our retail single-use revenue varies depending on general economic conditions and business travel seasonality. Our wholesale revenue is affected by changes and additions in wholesale partners and usage by their customers. Our advertising revenue varies depending on the timing of advertising promotional programs. For example, the revenue in the December 31, 2009 quarter included $2.8 million in a specific advertising sponsorship program, and as a result, exceeded both the prior and subsequent quarters. Revenue in the quarter ended September 30, 2010 was essentially flat with the prior quarter due to a restructuring of our arrangement with a managed and operated airport, as well as seasonally lower business travel.

        Costs and operating expenses have increased primarily due to usage-based network access costs. These costs have generally increased each quarter with the exception of the quarters ended March 31, 2010 and September 30, 2010. The quarter ended March 31, 2010 reflects lower revenue share payments due to the decrease in revenue as compared to the quarter ended December 31, 2009. The quarter ended September 30, 2010 reflects decreased customer usage at partner venues from seasonally lower business travel. In addition, there has been an increase in personnel related expenses to support business growth. Costs and operating expenses are also influenced by the timing and amount of marketing activities and third party professional services for customer care, product development and accounting. The increase in development and technology expense for the quarter ended December 31, 2009 reflects higher personnel related expenses and higher depreciation for equipment and hardware. The increase in general and administrative expense for the quarter ended December 31, 2009 reflects an increase in the performance-based incentive bonus accrual and bad debt expense. The general and administrative expense increase for the quarter ended December 31, 2010 reflects an increase in accounting fees and an increase in the peformance-based bonus accrual. The increases in costs and operating expenses have supported our ability to grow revenue at significant rates resulting in decreased costs and operating expenses as a percentage of total revenue.

        The subscriber metric shows quarterly growth in the subscriber base as new subscribers have more than offset churn, which has averaged approximately 9.5% over the seven quarter period. Connects have generally increased over the same period, although showed some softening in the September 30, 2010 quarter due to the loss of paid connects at a large managed and operated airport as a result of restructuring our arrangement from a retail model to a wholesale fee-based model, as well as lower business travel in the summer.

        As a result of changes in the mix of revenue and fluctuations in costs and operating expenses in a given quarter, our financial results may not show growth sequentially or compared to the prior year quarter.

Quantitative and Qualitative Disclosures about Market Risk

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

        We had cash and cash equivalents of $12.7 million, $22.6 million and $25.7 million at December 31, 2008, 2009 and 2010, respectively. We held these amounts primarily in cash or money market funds.

        We hold cash and cash equivalents for working capital purposes. We do not have material exposure to market risk with respect to investments, as our investments consist primarily of highly liquid investments purchased with original maturities of three months or less. We do not use derivative financial instruments for speculative or trading purposes. We may, however, adopt specific hedging strategies in the future. Any declines in interest rates, however, will reduce future interest income.

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Liquidity and Capital Resources

        We have financed our operations primarily through private placements of preferred equity securities and common stock and cash provided by operating activities. Our primary source of liquidity as of December 31, 2010 consisted of $25.7 million of cash and cash equivalents.

        Our principal uses of liquidity have been to fund our operations, working capital requirements, capital expenditures and acquisitions. We expect that working capital requirements, internal capital expenditures and external capital expenditures for expansion of our managed and operated locations will be our principal needs for liquidity over the near term. Our capital expenditures in 2010 were $11.3 million.

        We believe that our existing cash and cash equivalents, working capital and our cash flow from operations, together with the net proceeds we receive from this offering, will be sufficient to fund our operations and planned capital expenditures for at least the next 12 months. 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 periods indicated therein:

 
  Year Ended December 31,  
 
  2008   2009   2010  
 
  (in thousands)
 

Net cash provided by operating activities

  $ 10,922   $ 14,522   $ 24,160  

Net cash used in investing activities

    (2,065 )   (3,659 )   (19,934 )

Net cash used in financing activities

    (1,287 )   (974 )   (1,134 )

Net Cash Provided by Operating Activities

        In the year ended December 31, 2010, we generated $24.2 million of net cash from operating activities, which consisted of net income including non-controlling interests of $16.3 million, depreciation of $7.5 million, amortization of intangibles of $2.5 million, stock-based compensation expense of $0.9 million, $1.2 million of unbilled receivables, which are the escalation of monthly access fees for our network, $10.3 million in deferred taxes resulting from a change in tax valuation allowance and changes in working capital of $8.4 million. The $8.4 million resulting from the change in working capital was due to the increase in deferred revenue of $9.2 million and the increase in accounts payable of $1.7 million. The deferred revenue increase resulted from an increase in the number of build-out projects. These sources of cash were partially offset by the increase in accounts receivable of $2.0 million and a $0.7 million decrease in accrued expenses.

        In 2009, we generated $14.5 million of net cash from operating activities, which consisted of net income including non-controlling interests of $1.4 million, depreciation of $6.7 million, amortization of intangibles of $3.8 million, stock-based compensation expense of $0.7 million and changes in working capital of $3.0 million. These amounts were partially offset by $1.1 million of unbilled receivables. The $3.0 million resulting from the change in working capital was primarily due to collection of our accounts receivable of $1.3 million, the increase in deferred revenue of $2.4 million and $0.7 million in prepaid expenses, partially offset by $1.5 million in accrued expenses. Our deferred revenue resulted from a greater number of build-out projects.

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        In 2008, we generated $10.9 million of net cash from operating activities, which consisted of a net loss including non-controlling interests of $5.6 million, depreciation of $5.8 million, amortization of intangibles of $6.0 million, stock-based compensation expense of $0.7 million and changes in working capital of $4.5 million, partially offset by $0.4 million of unbilled receivables. The $4.5 million resulting from the change in working capital was primarily due to the increase of accrued expenses of $2.5 million and deferred revenue of $2.1 million, partially offset by $0.2 million in prepaid expenses. The accrued expenses increased due to revenue share expenses and increased personnel related expenses. Deferred revenue increased as a result of a greater number of build-out projects.

Net Cash Used in Investing Activities

        In 2010, we used $19.9 million in investing activities. Investing activities consisted of purchases of $11.3 million of property and equipment related to build-outs in our managed and operated locations, $9.4 million in purchases of short-term marketable securities and $0.3 million of payments related to acquisitions. These uses of cash were partially offset by the decrease in restricted cash of $1.0 million.

        In 2009, we used $3.7 million in investing activities. Investing activities consisted of purchases of $4.3 million of property and equipment related to build-outs in our managed and operated locations, the purchase of assets acquired of $0.6 million, an increase in restricted cash of $0.3 million and payment for issued patents of $0.1 million, partially offset by $1.6 million in proceeds from the sale of short-term marketable securities.

        In 2008, we used $2.1 million in investing activities. Investing activities consisted of $7.0 million of property and equipment purchases related to build-outs in our managed and operated locations, an increase of $1.4 million in restricted cash, the purchase of acquired assets of $0.9 million and $0.5 million for a network acquisition. These uses of cash were partially offset by net proceeds of $6.1 million from short-term marketable securities and $1.6 million in proceeds from the sale of long-term marketable securities.

Net Cash Used in Financing Activities

        In 2010, we used $1.1 million in financing activities. Cash used in financing activities was primarily due to payments for capital leases of $0.7 million and payments to non-controlling interests of $0.4 million.

        In 2009, we used $1.0 million in financing activities. Cash used in financing activities in 2009 was primarily due to payments for capital leases of $0.6 million and payments to non-controlling interests of $0.4 million.

        In 2008, we used $1.3 million in financing activities. Cash used in financing activities in 2008 was primarily due to payments for capital leases of $0.8 million, payments to non-controlling interests of $0.3 million and $0.3 million in repayments of notes payable, partially offset by $0.1 million in proceeds from the exercise of stock options.

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Contractual Obligations and Commitments

        The following table sets forth our contractual obligations and commitments as of December 31, 2010:

 
  Payments due by period  
 
  Total   Less than
1 Year
  Years 2-3   Years 4-5   More than 5
years
 
 
  (in thousands)
 

Venue revenue share minimums(1)

  $ 51,302   $ 6,159   $ 10,521   $ 6,208   $ 28,414  

Operating leases for office space(2)

    3,180     1,593     1,546     41      

Capital leases for equipment and software(3)

    431     431              
                       

Total

  $ 54,913   $ 8,183   $ 12,067   $ 6,249   $ 28,414  
                       

(1)
Payments under exclusive long-term, non-cancellable contracts to provide wireless communications network access to venues such as airports. Expense is recorded on a straight-line basis over the term of the lease.

(2)
Office space under non-cancellable operating leases.

(3)
Leased equipment, primarily for data communication and database software, under non-cancellable capital leases.

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

        Our consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management's judgment in its application, while in other cases, management's judgment is required in selecting among alternative accounting standards that allow different accounting treatment for similar transactions. The preparation of our consolidated financial statements and related disclosures require us to make estimates, assumptions and judgments that affect the reported amount of assets, liabilities, revenue, costs and expenses, and related disclosures. We base our estimates and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. In some instances, we could reasonably use different accounting estimates, and in some instances results could differ significantly from our estimates. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

        We believe that the assumptions and estimates associated with revenue recognition, accounts receivable and related allowance for doubtful accounts, business combinations, goodwill, intangible assets, stock-based compensation and income taxes have the greatest potential impact on our consolidated financial statements. Therefore, we believe the accounting policies discussed below are paramount to understanding our historical and future performance, as these policies relate to the more significant areas involving our management's judgments, assumptions and estimates.

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Revenue Recognition

        We recognize revenue for our services when all of the following conditions are met:

    there is persuasive evidence that an arrangement exists;

    the services have been delivered;

    the amount of fees to be paid is fixed or determinable;

    no significant obligations remain; and

    the collectability is reasonably assured.

        We allocate revenue in agreements that contain multiple elements to each qualifying separate unit of accounting based on their relative fair values or the fair value of undelivered elements. Fair value is determined by the prices charged when the element is sold separately or other verifiable objective evidence.

        Our software is licensed by our wholesale customers so that their customers can access our Wi-Fi network. The software can only be used by our wholesale customers during the term of the service arrangements and has no utility to them upon termination of the service arrangements. Accordingly, we are not within the scope of revenue recognition guidance prescribed specifically for software companies.

        Retail Customers.    Subscription fees from retail customers are paid monthly in advance by charge card and revenue is deferred for the portion of monthly recurring subscription fees collected in advance. Subscription fee revenue is recognized ratably over the subscription period. Revenue generated from retail single-use access is recognized when earned.

        Wholesale Partners.    Services provided to wholesale partners under platform service arrangements generally contain several elements including a term license to use our proprietary software to access our Wi-Fi network, access fees for network usage, and 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. Revenue is generally recognized ratably over the term of the platform service arrangement or expected customer relationship, which is generally between two to five years. Revenue for network access fees in excess of the monthly minimum amounts is recognized when earned. All elements within a platform service arrangement are generally delivered and earned concurrently throughout the term of the respective service arrangement.

        Revenue generated from access to our DAS networks consists of build-out fees and recurring access fees under certain long-term contracts with telecom operators. Build-out fees paid upfront are deferred and recognized ratably over the term of the respective service arrangement, once the build-out is complete, as they are not separate units of accounting or the culmination of a separate earnings process. Minimum monthly access fees for usage of the DAS networks are non-cancellable and generally escalate on an annual basis. These minimum monthly access fees are recognized ratably over the term of the wholesale partner arrangement which generally ranges from five to ten years. Revenue from network access fees in excess of the monthly minimums is recognized when earned.

        In instances where the minimum monthly network access fees escalate over the term of the wholesale service arrangement, an unbilled receivable is recognized when performance is within our control and when we have reasonable assurance that the unbilled receivable balance will be collected.

        We may provide professional services for initial implementation service before the commencement of earnings for platform service or DAS arrangements. We defer recognition of any non-refundable upfront fees collected in association with the initial implementation activities as they are not separate units of accounting and recognize them ratably over the remaining term of the wholesale service

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arrangement once the earnings process commences. We expense the costs associated with initial implementation activities as incurred.

        Advertising and Other Revenue.    Advertising and other revenue is recognized as the services are performed.

Accounts Receivable and Related Allowance for Doubtful Accounts

        For our DAS build-out projects, we invoice our telecom operator partners in advance of when the service is provided. We invoice our wholesale partners for monthly minimum payments and usage-based fees after month-end. Our accounts receivable also includes approximately two days of charge card float in-transit from our retail customers. We present accounts receivable net of an allowance for doubtful accounts. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our partners to make required payments. In doing so, we consider the current financial condition of the customer, the specific details of the customer account, the age of the outstanding balance and the current economic environment. Any change in the assumptions used in analyzing a specific account receivable might result in an increase or decrease in the allowance for doubtful accounts being recognized in the period in which the change occurs.

Business Combinations

        When we acquire businesses, we allocate the total consideration to the fair value of tangible assets and liabilities and identifiable intangible assets acquired. Any residual purchase price is recorded as goodwill. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on the application of valuation models using historical experience and information obtained from the management of the acquired companies. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, the appropriate weighted average cost of capital and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable. In addition, unanticipated events and circumstances may occur which may affect the accuracy or validity of these estimates.

Goodwill

        We test goodwill for impairment on an annual basis. Additionally, we test goodwill in the interim if events and circumstances indicate that goodwill may be impaired. The events and circumstances that we consider include the significant under-performance relative to projected future operating results, significant changes in our overall business and/or product strategies, significant changes in the use of acquired assets, significant decline in our reporting fair market value and significant changes in the regulatory industry and economic environment. We evaluate impairment of goodwill using a two-step process. The first step involves a comparison of the fair value with its carrying amount. If the carrying amount exceeds its fair value, the second step of the process involves a comparison of the fair value and carrying amount of the goodwill. If the carrying amount of the goodwill exceeds the fair value of that goodwill, we recognize an impairment loss equal to the amount by which the carrying amount exceeds the fair market value of the asset. If an event occurs that causes us to revise our estimates and assumptions used in analyzing the value of our goodwill, the revision could result in a non-cash impairment charge that could have a material impact on our financial results. To date, we have not recorded any goodwill impairment charges. The fair value of our reporting unit, as of the latest impairment date, is substantially in excess of its carrying value.

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Intangible Assets

        Intangible assets consist of acquired venue contracts, acquired kiosks, non-competition agreements and trade names. We record intangible assets at fair value and amortize those with finite lives over the shorter of the contractual life or the estimated useful life. We estimate the useful lives of acquired intangible assets based on factors that include the planned use of each acquired intangible asset, the expected pattern of future cash flows to be derived from each acquired intangible asset and contractual periods specified in the related agreements. We include amortization of acquired intangibles in the amortization of intangible assets financial statement line item in our consolidated statements of operations.

        We perform an impairment review of long-lived assets held and used including those with finite lives, whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important that could trigger an impairment review include, but are not limited to, significant under-performance relative to projected future operating results, significant changes in the manner of our use of the acquired assets or our overall business and/or product strategies and significant industry or economic trends. When we determine that the carrying value of a long-lived asset may not be recoverable based upon the existence of one or more of these indicators, we determine the recoverability by comparing the carrying amount of the asset to net future undiscounted cash flows that the asset is expected to generate. We would then recognize an impairment charge equal to the amount by which the carrying amount exceeds the fair market value of the asset. To date, we have not recorded any long-lived asset impairment charges.

Stock-based Compensation

        To date, stock-based compensation has consisted of stock options and restricted stock awards granted to employees and non-employees. It is recorded as compensation expense based on the grant date fair value of awards using the Black-Scholes option pricing model. We recognize stock-based compensation expense related to employee stock option and restricted stock grants, which requires us to recognize compensation expense equal to the grant date fair value of awards granted to employees on a straight-line basis, net of forfeitures, over the employee requisite service period.

        The assumptions that were used to calculate the grant date fair value of our employee stock option grants for the years ended December 31, 2008, 2009 and 2010 are as follows:

 
  2008   2009   2010  

Expected term (years)

    6     7     6  

Expected volatility

    70 %   73 %   68 %

Risk-free interest rate

    3 %   3 %   2 %

Dividend yield

    0 %   0 %   0 %

        The expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding. In estimating the expected term for options granted to employees during the years ended December 31, 2008, 2009 and 2010, we applied the simplified method from Staff Accounting Bulletin, or SAB, Topic 14, Share-Based Payment, where options are granted at-the-money. Where options were not granted at-the-money, the expected term of employee stock options represents the weighted-average period that the stock options are expected to remain outstanding and is calculated based upon actual historical exercise and post-vesting cancellations, adjusted for expected future exercise behavior.

        We determined the expected volatility assumption using the frequency of daily historical prices of comparable public company's common stock for a period equal to the expected term of the options in accordance with SAB Topic 14. We will continue to monitor peer companies and other relevant factors used to measure expected volatility for future stock option grants.

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        The risk-free interest rate assumption is based upon observed interest rates of United States government securities appropriate for the expected term of the employee stock options.

        The dividend yield assumption is based on our history and expectation of dividend payouts. We have never declared or paid any cash dividends on our common stock, and do not anticipate paying any cash dividends in the foreseeable future.

        The stock-based compensation expense recognized in our consolidated statements of operations is based on awards ultimately expected to vest, and therefore, has been reduced for estimated forfeitures. Forfeitures were estimated based on our historical experience and future expectations. Changes to the underlying assumptions may have a significant impact on the underlying value of the stock options, which could have a material impact on our consolidated financial statements.

Valuation of Common Stock

        In 2009, 2010 and 2011 we granted options to purchase shares of our common stock as follows:

Grant date
  Number of
Shares
  Exercise
Price and
Estimated
Fair Value of
the Shares
at Date of
Grant
  Retrospective
Fair Value(1)
  Intrinsic
Value(2)
 

April 22, 2009

    344,960   $ 1.40   $ 1.40      

June 3, 2009

    25,470     1.40     1.40      

September 23, 2009

    53,550     1.40     1.40      

November 18, 2009

    20,900     1.40     1.40      

December 31, 2009

    618,800     1.40     2.85   $ 1.45  

April 22, 2010

    26,660     2.85     2.85      

August 4, 2010

    26,200     2.85     2.85      

January 26, 2011

    102,017     8.50     8.50      

(1)
Represents our retrospective fair value assessment of our common stock throughout the years ended December 31, 2009 and 2010, and for January 2011.

(2)
Represents the difference between the exercise price and the retrospective fair value assessment of our common stock.

Significant Factors in Determining Fair Value

        Because there is no public market for our common stock, determining the fair value of our common stock requires making complex and subjective judgments and there is inherent uncertainty in our estimate of fair value. For all grant dates in 2009, 2010 and 2011, we granted employee options at exercise prices equal to the fair value of the underlying common stock at the time of grant, as determined by us and our board of directors. To determine the fair value of our common stock we considered many factors, including:

    our current and historical financial performance;

    our expected future financial performance;

    our financial condition at the grant date;

    the liquidation rights and other preferences of our preferred stock;

    input from management;

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    the lack of marketability of our common stock;

    the anticipation or likelihood of a potential liquidity event such as a sale of the business or initial public offering;

    the condition of and outlook for our industry;

    the business risks inherent in our business;

    the market performance of comparable publicly-traded companies; and

    the United States and global capital market conditions.

Valuation Methodologies Used in Determining Fair Value

        To determine the estimated fair value of our common stock at each grant date, we conducted a periodic in depth valuation analysis of our common stock prepared with the assistance of an independent valuation firm and also considered the factors noted above. Our valuation analysis followed the guidance set forth by the American Institute of Certified Public Accountants, or AICPA, Technical Practice Aid, "Valuation of Privately-Held-Company Equity Securities Issued as Compensation," referred to herein as the AICPA Practice Aid. Based on the guidance of the AICPA Practice Aid, we utilized a combination of valuation methods including an income approach using an analysis of expected future discounted cash flows and a market approach for similar companies with publicly-traded ownership interests (market comparable method). We then weighted these two valuations to calculate an expected business enterprise value which was applied to our capital structure to determine a value per common share.

        The expected future discounted cash flows analysis identifies a level of annual cash flows for a finite number of years and a residual value at the end of the projection period. A discount rate which reflects estimates of investor- required rates of return for similar investments is used to calculate the present value. The market comparable method uses valuation multiples of comparable companies which are applied to our operating statistics to arrive at a value. These two business enterprise values are then equally weighted to determine the total valuation.

        To estimate the value of common shares, we used a dynamic option model to value the various components of our capital structure. These components included common shares, liquidation rights and preferences of our preferred stock, warrants and options on common shares. The total value of these securities was divided by the number of fully converted shares to provide an estimated value of common shares on a marketable, controlling interest. A discount for lack of control and lack of marketability was then applied to yield the value per common share. During the timeframes noted below, key factors considered in determining the lack of marketability discount applied to our common stock included:

    there was no market for our common stock;

    our preferred stockholders had substantial liquidation preferences that in the event of most liquidity events would result in very little of the proceeds going to the common stockholders; and

    an initial public offering was not contemplated and was not a likely near term exit strategy during this timeframe.

        For the January 26, 2011 grants, we also utilized the probability-weighted expected return method to validate the fair value of our common stock based on the methods discussed above. The growth and expansion of our business, combined with a continuing trend of general improvement in the capital

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markets, had provided us better visibility into the likelihood of a liquidity event transpiring within the next 12 months. This probability-weighted expected return method includes the following steps:

    We estimate the timing of each possible liquidity outcome and its future value. In our analysis, we considered potential liquidity scenarios related to an initial public offering, strategic sale, staying private and distressed sale. The anticipated timing of a potential liquidity event utilized in these valuations, such as an initial public offering of our common stock, was based primarily on then current plans and estimates of our board of directors and management;

    We determine the appropriate allocation of value to the common stockholders under each liquidity scenario based on the rights and preferences of each class of stock at that time;

    The resulting value of common stock under each scenario is multiplied by a present value factor, calculated based on our cost of equity and the expected timing of the event;

    The value of common stock is then multiplied by an estimated probability for each of the expected events determined by our management; and

    We then calculate the probability-weighted value per share of common stock.

Fair Value of Stock Option Grants

        April 2009 through November 2009.    In connection with our stock option grants made in April 2009 through November 2009, we considered the continued downturn in the United States and global markets and its impact on our projected revenue growth. We also noted that no other factors had significantly changed from the assumptions used in the valuation report dated December 31, 2008 which utilized the valuation methodologies described above and accordingly arrived at a fair value of our common stock of $1.40 per share and granted options at an exercise price of $1.40 per share during this period.

        December 2009.    In connection with our stock option grants on December 31, 2009, we considered the factors and prior year valuation report described above, and any changes in the United States and global markets and their impact on our projected revenue growth since the grants in November 2009. We arrived at an initial fair value of our common stock of $1.40 per share and granted options at an exercise price of $1.40 per share. Upon receiving the January 1, 2010 valuation report in April 2010, which utilized the same methodologies as the December 31, 2008 valuation report but with more recent company and market data, we calculated a retrospective fair value of $2.85 per share and a corresponding intrinsic value of $1.45 per share, which will be charged to earnings over the respective vesting periods of the underlying stock options.

        April 2010.    In connection with our stock option grants in April 2010, we considered the factors and the valuation report of January 1, 2010 described in our December 2009 option grants above, and any changes in the United States and global markets and their impact on our projected revenue growth since the grants in December 2009. We arrived at a fair value of our common stock of $2.85 per share and granted options at an exercise price of $2.85 per share.

        August 2010.    In connection with our stock option grants in August 2010, we considered the factors and the valuation report described in our April 2010 option grants above, and any changes in the United States and global markets and their impact on our projected revenue growth and any changes in our projected operating results noting no significant changes since the grants in April 2010. We also noted that there were no changes in the key factors noted above related to the marketability discounts used to determine the fair value of our common stock Accordingly, we arrived at a fair value of our common stock of $2.85 per share and granted options at an exercise price of $2.85 per share. Given the uncertainty associated with valuing a private company, we believe the valuation analysis and factors considered by us and our board of directors was reasonable and sound in determining the fair

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value of our common stock through August 31, 2010. We did not begin to prepare for this offering until September 2010 and we did not hold our organization meeting until October 20, 2010.

        January 2011.    In connection with our stock option grants in January 2011, we considered any changes in the United States and global markets and their impact on our projected revenue growth, any changes in our projected operating results and the valuation report of December 15, 2010. This valuation report utilized the same methodology as the valuation report of January 1, 2010; however, it also included the probability-weighted expected return method that utilizes scenario probabilities for an initial public offering, a strategic sale, continuing as a private company and a distressed sale. Accordingly, we arrived at a fair value of our common stock of $8.50 per share and granted options at an exercise price of $8.50 per share.

Income Taxes

        Income taxes are provided based on the liability method, which results in income tax assets and liabilities arising from temporary differences. Temporary differences are differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. The liability method requires the effect of tax rate changes on current and accumulated deferred income taxes to be reflected in the period in which the rate change was enacted. The liability method also requires that deferred tax assets be reduced by a valuation allowance unless it is more likely than not that the assets will be realized.

        We may recognize the tax benefit from uncertain tax positions only if it is at least more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement with the taxing authorities. Upon our adoption of the related standard, there was no liability for uncertain tax positions due to the fact that there were no material identified tax benefits that were considered uncertain positions.

        We establish valuation allowances when necessary to reduce deferred tax assets to the amounts expected to be realized. We evaluate the need for, and the adequacy of, valuation allowances based on the expected realization of our deferred tax assets. The factors used to assess the likelihood of realization include historical earnings, our latest forecast of taxable income and available tax planning strategies that could be implemented to realize the net deferred tax assets.

        Our effective tax rates are primarily affected by the amount of our taxable income or losses in the various taxing jurisdictions in which we operate, the amount of federal and state net operating losses and tax credits, the extent to which we can utilize these net operating loss carryforwards and tax credits and certain benefits related to stock option activity.

        Prior to 2009, we incurred annual operating losses since inception. We did not benefit from these losses and only provided for state and foreign income taxes. In December 2010, based on current year income and projected income in future years, we concluded that it is more likely than not that the majority of the net deferred tax assets recorded would be realized. As such, we deemed it appropriate to decrease our valuation allowance by $12.3 million.

        As of December 31, 2010, we had federal net operating loss carryforwards of approximately $19.8 million, and state net operating loss carryforwards of approximately $33.6 million. The federal net operating loss carryforwards will begin to expire in 2021, and the state net operating loss carryforwards will begin to expire in 2012.

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Recent Accounting Pronouncements

Accounting Standards Codification

        As of September 30, 2009, we adopted ASC 105, Generally Accepted Accounting Principles, which establishes the Federal Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, as the single source of authoritative GAAP recognized by the FASB to be applied by non-governmental entities. ASC 105 and the codification are effective for financial statements issued for interim and annual periods ending after September 15, 2009. The codification supersedes all existing non-SEC accounting and reporting standards. All other non-grandfathered, non-SEC accounting literature not included in the codification will become non-authoritative. The FASB will issue Accounting Standards Updates, which will serve only to update the codification, provide background information about the guidance and provide the bases for conclusions on the change(s) in the codification. As the codification does not change GAAP, it does not have a material impact on our consolidated financial statements.

Disclosures about Credit Risk

        In July 2010, the FASB issued Accounting Standards Update, or ASU, 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This requires enhanced disclosures on a disaggregated basis about: the nature of the credit risk inherent in the portfolio of financing receivables; how that risk is analyzed and assessed in arriving at the allowance for credit losses; and the changes and reasons for those changes in the allowance for credit losses. The disclosures are effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of this guidance on disclosures is not expected to have a significant impact on our financial position, results of operations, cash flows or disclosures with regard to financing receivables.

Non-controlling Interest

        In January 2010, the FASB issued ASU 810, Consolidation, a clarification of scope with regard to accounting for non-controlling interest in consolidation. We adopted this new guidance on January 1, 2009 via retrospective application of the presentation and disclosure requirements. As a result of the adoption of this guidance, we reclassified the portion of the non-controlling interest relating to common stock to stockholders' deficit during 2009. The provisions of the standard were applied to all non-controlling interests prospectively, except for the presentation and disclosure requirements, which were applied retrospectively to all periods presented. The adoption of this amendment did not have a material effect on our financial position, results of operations or cash flows.

Fair Value Measurements

        In January 2010, the FASB issued ASC 820, Fair Value Measurements and Disclosures, with amended guidance and issued a clarification with regard to disclosure requirements about fair market value measurement. A reporting entity is required to disclose separately information about purchases, sales, issuances, and settlements. We adopted this guidance beginning on January 1, 2010. The adoption of this amendment is not expected to have a material effect on our financial position, results of operations or cash flows.

Revenue Recognition for Multiple Element Arrangements

        In October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic 605)—Multiple-Deliverable Revenue Arrangements, which amends and replaces the criteria for separating consideration in multiple-deliverable arrangements by establishing a selling price hierarchy. The selling price used for each deliverable will be based on vendor specific objective evidence, or VSOE, of fair value if available, third-party evidence if VSOE is not available, or estimated selling price if neither VSOE nor third-

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party evidence is available. It also eliminates the residual method of allocation and requires that arrangement consideration be allocated at the inception of the arrangement to all deliverables using the relative selling price method. ASU 2009-13 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010 and early adoption is permitted for fiscal years beginning January 1, 2010. We expect to adopt ASU 2009-13 on January 1, 2011 and are in the process of assessing the impact on its consolidated financial statements.

Subsequent Events

        As of June 30, 2009, the company adopted ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, ASC 855 provides: the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim or annual financial periods ending after June 15, 2009, and has been applied prospectively.

Business Combinations

        In April 2009 and December 2007, the FASB issued guidance in ASC 805, Business Combinations, addressing the recognition and accounting for identifiable assets acquired, liabilities assumed, and non-controlling interests in business combinations. We adopted the business combination provisions in September 2009. Adoption did not have a material impact on our results of operations, financial position, or cash flows.

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BUSINESS

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. 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 325,000 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 over 1.3 million users who have purchased our mobile Internet services in the past 12 months. We also 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. From 2008 to 2009, we grew our subscriber base from 74,000 to 140,000, a growth rate of 89%. As of December 31 2010, we have grown our subscriber base to over 200,000, an increase of 43% over the prior year.

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

        We install, manage and operate wireless network infrastructure to provide Wi-Fi services at Boingo managed and operated hotspots that had more than 800 million visitors in 2009. We extend our network footprint through partnerships with over 125 network operators, such as British Telecommunications, China Telecom, KT Corp. (formerly Korea Telecom Corp.), France Telecom SA and T-Mobile USA Inc. The breadth of our network and functionality of our software provide individuals with a seamless user experience whether they access the mobile Internet through hotspots managed and operated by us or by our global partners. This also attracts leading communication and technology companies, such as Verizon and Skype, that do not operate Wi-Fi networks but want to leverage our capabilities to provide our mobile Internet services for their customers.

        We grew revenue from $56.7 million in 2008 to $65.7 million in 2009, an increase of 16%, we grew the corresponding Adjusted EBITDA from $6.9 million to $13.5 million, an increase of 95%, and we reduced the corresponding net loss attributable to common stockholders from $11.2 million to $4.2 million. We grew revenue from $65.7 million in 2009 to $80.4 million in 2010, an increase of 22%, we grew the corresponding Adjusted EBITDA from $13.5 million to $18.2 million, an increase of 35%, and we improved the corresponding net loss attributable to common stockholders from $4.2 million to net income attributable to common stockholders of $10.7 million. For a discussion of Adjusted EBITDA and a reconciliation of net income (loss) to Adjusted EBITDA, see footnote 1 to "Selected Consolidated Financial Data."

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Industry Overview

        Popular business and consumer applications such as streaming media, online games, social networking, cloud storage, software-as-a-service and video calling require high-speed, high-bandwidth Internet access. These data-intensive applications are driving an escalation in Internet data traffic. With the proliferation of smartphones, laptops, tablet computers and other Wi-Fi enabled devices, users expect to be able to access the same content and information while on-the-go. Global Internet data traffic on mobile Internet enabled devices is expected to grow to 6.3 exabytes per month by 2015, a 27 times increase compared to 2010, according to Cisco's Visual Networking Index.

        The adoption, growth and advancement of smartphones are key catalysts for the acceleration of high-speed, high-bandwidth, mobile Internet usage. The improved computing power, rich graphical user interfaces and Internet capabilities of these devices enable mobile users to make video calls or stream full-length movies, contributing to the vast expansion of the wireless consumption of data. For example, the average smartphone user generates ten times the amount of data traffic generated by the average non-smartphone user, according to Cisco's Visual Networking Index. In addition, the average iPhone user utilizes five to ten times more data per month than the average smartphone user—roughly 400 megabytes versus the typical 40-80 megabytes, according to Nielsen. Widely-used mobile applications allow individuals to access the same content and services on their smartphones and other mobile devices that they use at their homes or offices. According to Infonetics, the number of phone-based mobile broadband subscribers was 190 million in 2008 and is expected to reach 1.1 billion in 2014, representing a compound annual growth rate, or CAGR, of 35%.

        To cope with the significant increase in expected global mobile Internet data traffic, network operators are rapidly expanding their capacity and investing in technologies such as 3G and 4G cellular networks. IDC estimated that network operators were expected to spend $48.5 billion on capital expenditures in 2010 for their 2G and 3G cellular infrastructures. According to IDC, nearly 300 of these operators have deployed 3G and 4G networks in more than 120 countries. These investments, while necessary, are only a short-term solution not capable of meeting the long-term demand for data usage. To ease the strain of cellular networks by off-loading data, network operators have also been investing in Wi-Fi and emerging technologies such as Worldwide Interoperability for Microwave Access, or WiMAX and Super Wi-Fi, a new technology that has not yet been implemented.

        Wi-Fi provides higher speed and higher bandwidth per user in high density locations, and is simpler and less expensive to deploy than additional cellular network capacity. The benefits of, and consumer demand for, Wi-Fi have led hardware manufacturers to include Wi-Fi as a standard feature on laptops and tablet computers, and increasingly, smartphones, digital cameras and handheld media devices. Shipments of semiconductor chips that enable Wi-Fi connectivity are expected to grow from 454 million in 2009 to 929 million in 2013, according to IDC. Wi-Fi has become the standard protocol for residential and office wireless networks and is increasingly prevalent in public venues, such as airports, hotels, coffee shops, shopping malls, arenas, stadiums and quick service restaurants.

Challenges Facing Our Industry

        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.

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Verizon has reported that its LTE upgrade will increase capacity four times; however, mobile data consumption is expected to increase by 27 times, as projected by Cisco's Visual Networking Index.

    Challenges facing individuals.

    Poor quality of service for bandwidth intensive mobile applications.  Increasing data traffic is straining existing cellular networks, resulting in service quality issues and increasing user frustration. Inconsistent cellular coverage areas, weak signal strength and network congestion lead to reduced speed and connection reliability of cellular mobile data services. As a result, users experience slower download speeds and dropped data and voice connections.

    Cost of mobile data services.  To access the mobile Internet, cellular service providers require their customers to pay for data plans. In anticipation of continuing dramatic increases in data usage, some cellular service providers are no longer offering unlimited data plans, replacing them with tiered, usage-based pricing data plans. Individuals, therefore, are increasingly seeking more cost effective alternatives for high-bandwidth connectivity.

    Connectivity complexity.  Determining how to connect to the mobile Internet can be difficult. Available mobile Internet connectivity options vary widely based on device capabilities, data plans and network availability. For example, laptops may need special hardware and separate data plans to connect to cellular networks. Although Wi-Fi networks are commonly available, many users find the process of choosing a network, registering and signing on to be frustrating, time-consuming and confusing.

    Challenges facing network operators, telecom operators, technology companies and enterprise software and services companies.

    Service differentiation.  Network operators, telecom operators, technology companies and enterprise software and services companies are under pressure to increase revenue and enhance customer loyalty. As a result, they are searching for new ways to attract new customers, retain existing customers and differentiate themselves by delivering a broader range of value added services. For example, telecom operators and technology companies wishing to provide wireless video or Voice over Internet Protocol, or VoIP, services often require the high-speed, high-bandwidth and reliable mobile Internet connectivity provided by Wi-Fi networks.

    Geographic coverage.  Consumers demand wireless connectivity as they travel to areas outside their local service area. Financial, regulatory and geographic factors may prevent network operators and telecom operators from expanding their coverage areas to provide consistent wide-ranging access. As a result, network operators and telecom operators, wishing to provide seamless wireless connectivity to their customers as they travel outside their local service area, must establish roaming agreements with partners, which can be costly or difficult to achieve on favorable terms.

    Capital intensive infrastructure.  In response to growing demand for mobile Internet access, telecom operators are under increasing pressure to invest in infrastructure. In the United States alone, AT&T and Verizon spent over $12.8 billion on capital expenditures in 2009 to increase their network capacity; however, with mobile data traffic growing exponentially, these improvements may not be sufficient to keep up with demand or offer adequate returns on investment. Additionally, because licensed wireless spectrum is a finite resource in many countries, adding capacity can be prohibitively expensive.

    Challenges facing venue operators.

    Need to offer differentiated services.  Venue operators such as airports, hotels, coffee shops, shopping malls, arenas, stadiums and quick service restaurants seek to enhance the customer experience and attract new customers. As a result, venues increasingly offer Wi-Fi to attract

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      individuals who seek to access the mobile Internet through smartphones, laptops, tablet computers or other mobile Internet-enabled devices.

    Complexity and cost of providing Wi-Fi services.  Venue operators are often challenged by the complexity of deploying and managing a cost effective Wi-Fi solution. Many venue operators may not have the expertise or experience to provide a consistently high quality of service. Implementation and management of Wi-Fi infrastructure in large, densely populated locations such as airports, arenas, shopping malls, hotels and stadiums pose additional technical and customer care challenges.

The Boingo Solution

        We make it simple to connect to the mobile Internet. Our proprietary software, wholesale and retail billing system, extensive network and customer support services provide an easy, convenient and cost effective way for individuals to find and gain access to the mobile Internet. We are able to deliver highly reliable, high-speed mobile Internet connectivity with minimal capital investment.

        The following summarizes the key benefits of our solution to our constituents:

Constituents   Key Benefits
Individuals  

•       Connect to the mobile Internet with simple one-click access

   

•       Gain access to a global network of over 325,000 hotspots

   

•       Connect at speeds superior to 3G and 4G networks in high density locations

   

•       Avoid high data use charges

   

•       Choose from a variety of access plans



 

 


 
Telecom operators
(for example, Verizon)
 

•       Relieve capacity constraints on cellular networks by offloading traffic to Wi-Fi networks

   

•       Enable bandwidth intensive applications such as video calling

   

•       Improve quality of service for customers

   

•       Reduce the need for capital intensive infrastructure investments

   

•       Improve cellular coverage within buildings and other locations



 

 


 
Network operators
(for example, British Telecommunications)
 

•       Offer their customers access to reliable, high-speed, high-bandwidth mobile Internet



 

 


 
Technology companies and enterprise software and services companies
(for example, Skype and Fiberlink)
 

•       Offer their customers access to reliable, high-speed, high-bandwidth mobile Internet

•       Utilize mobile Internet infrastructure required for service delivery



 

 


 
Venue operators
(for example, Chicago O'Hare International Airport)
 

•       Enhance customer experience

•       Differentiate service offering

•       Add an incremental revenue stream



 

 


 
Advertisers
(for example, Google and American Express)
 

•       Provide additional marketing channel to reach consumers

•       Enable the use of location-based advertising and other mobile marketing initiatives which require individuals to be connected to the mobile Internet

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        Key elements of our solution include:

        Simple connectivity.    We have developed a robust software client with an easy-to-use, intuitive interface that allows individuals to connect to any of our over 325,000 hotspots using Wi-Fi enabled devices. Our software client continuously monitors Wi-Fi network availability and notifies users on-screen when a Boingo hotspot is within range. Users can connect to the mobile Internet with a one-click confirmation and access our services within seconds of sign-up.

        Global reach.    We provide our users and partners with access to what we believe is the largest commercial Wi-Fi network in the world. Through Boingo managed and operated hotspots and our strategic partnerships, users have access to over 325,000 hotspots worldwide in venues such as airports, hotels, coffee shops, shopping malls, arenas, stadiums and quick service restaurants. We have exclusive agreements to manage and operate Wi-Fi services at airports representing 42% of passenger traffic in North America and 64% of passenger traffic in the United Kingdom, based on the most currently available data.

        Fast and reliable services.    We provide individuals with reliable, high-speed and high-bandwidth mobile Internet services. This enables users to access streaming media, play online games, use social networking applications, send and receive large email attachments, use cloud storage, use software-as-a-service, make video calls and use other data-intensive applications while on-the-go. Wi-Fi is a faster and less expensive mobile Internet connectivity solution than 4G in locations where there are many simultaneous users running high-bandwidth applications. For example, in Chicago O'Hare International Airport, the Boingo Wi-Fi solution provides 100 megabits per second of available throughput, or 640 kilobits per second for each simultaneous user. In comparison, LTE provides 17 megabits per second of available throughput, or 110 kilobits per second for each simultaneous user. A Boingo user at O'Hare would realize speeds that are almost six times faster than LTE. As a result, a Boingo user at O'Hare can stream high definition video, whereas on LTE streaming even standard definition video would be problematic.

        Scalable and adaptable.    We have designed our mobile Internet platform to enable flexible and rapid expansion of our network infrastructure and real-time configuration updates. This allows our wholesale partners to easily deploy Wi-Fi enabled devices and offer services such as streaming video and VoIP on our network, and allows their users to access new hotspots as soon as they are deployed.

        Turn-key solution.    We install, manage and operate the wireless network infrastructure to provide Wi-Fi services at Boingo managed and operated hotspots. As a result, venue operators can easily implement a turn-key Wi-Fi solution with no initial investment or ongoing costs.

        Online marketing platform.    We provide an online marketing platform to our partners. Individuals who visit our landing page at Boingo managed and operated hotspots receive promotions from our partners or advertisers.

        Flexible and affordable payment options.    We offer individuals the ability to purchase access to any of our over 325,000 hotspots under a number of month-to-month plans tailored to fit their needs. Individuals are also able to purchase a variety of hotspot-specific single-use mobile Internet services through web-based sign up. On Apple iOS devices, individuals can purchase Boingo credits in the iTunes store.

Our Strategy

        We believe we are the leading global provider of commercial mobile Wi-Fi Internet solutions. Key elements of our strategy to extend that lead are to:

        Grow the installed base of our software.    Our goal is to have our software installed on as many Wi-Fi enabled devices as possible. We intend to achieve this by acquiring customers through our

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managed and operated hotspots, increasing the number of Boingo managed and operated hotspots worldwide and partnering with leading manufacturers of laptops, tablet computers, smartphones and eReaders to make our software available in their online application marketplaces, or their app stores, or to preload it on their devices. We will continue to focus on growing our managed and operated network and pursuing partnerships with technology and communication companies to increase the presence of our software.

        Leverage our neutral-host business model.    We will continue to leverage our position as a neutral-host mobile Internet services provider to venues, network operators, telecom operators and technology and enterprise software and services companies around the world. Venue operators value our neutral-host model because we allow their customers to access the venue's network, unlike our telecom operator competitors that traditionally advantage their own customers. This puts Boingo and venue operators in alignment from both an economic and a customer experience perspective. Our neutral-host model has allowed us to partner with telecom operators that often compete with one another. These telecom operators prefer to partner with Boingo as we do not compete for cellular subscribers.

        Invest in our software to enhance the customer experience.    We will continue to invest in our software to enhance our customer experience and maintain our competitive position as a technology leader. For example, we will focus on allowing our users to connect to free and open networks, integrating our software with leading social networking sites and extending our software further to support foreign languages. We are also focused on monetizing the capabilities of our software platform through location-based services, in-client advertising and e-commerce commissions.

        Expand our network.    We believe that we have the largest commercial Wi-Fi network in the world, and we intend to leverage this strategic advantage. In addition to expanding our managed and operated presence at airports, we are focused on increasing our presence at venues such as shopping malls, arenas, stadiums and quick service restaurants to address increasing customers' desire to access the mobile Internet through their smartphones, tablet computers and other mobile devices. For example, in 2010 we launched or signed agreements to launch our Wi-Fi services with three stadiums, one quick service restaurant franchise, four shopping malls and one convention center. We are actively pursuing similar opportunities. We also plan to increase the size of our network through new roaming agreements with other network and hotspot operators globally.

        Grow our business internationally.    We believe that the market for Wi-Fi mobile Internet services will grow rapidly in Europe and Asia as the penetration of smartphones and other Wi-Fi enabled devices increases. In 2010, we signed agreements with the British Airports Authority and Gatwick Airport Limited to exclusively manage and operate Wi-Fi services at seven major airports in the United Kingdom. We launched a Boingo unlimited Wi-Fi plan for the United Kingdom and Ireland in April 2010, and we plan to launch similar flexible, convenient and affordable plans as we expand our managed and operated locations internationally. With the addition of China Telecom and KT Corp. in 2010, we extended our footprint by approximately 80,000 locations. We plan to leverage this momentum to continue to increase our presence throughout Europe and Asia.

        Increase our brand awareness.    We continue to focus on ways to cost effectively increase exposure of the Boingo brand. We view Boingo managed and operated hotspots, where we control the user experience, as critical to building our brand and increasing usage of our solution. We also promote our brand through co-marketing arrangements with our partners and through periodic promotional and sponsorship activities. In addition, we are leveraging the reach of social media to promote our brand and interact with our customers.

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Services

        Our solution makes 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.

        Retail.    We enable individuals to purchase mobile Internet access at Boingo managed and operated hotspots and select partner locations around the world. We offer a selection of month-to-month subscription and single-use access plans. Our most common plans are the $9.95 month-to-month laptop subscription, the $7.95 month-to-month mobile smartphone subscription and the single-use Boingo AsYouGo for laptops at $7.95 per day. Our single-use access plans provide unlimited access to a specific hotspot for a defined period of time, tolled from the time the user first logs on to the network. We intend to launch other flexible plans to meet the evolving needs of our customers.

Retail Plan
  Device   Purchase Method
Subscription:        
  Boingo Unlimited   Laptop   Charge Card
  Boingo Mobile   Smartphone(1)   Charge Card
  Boingo Global   Laptop or Smartphone(1)   Charge Card
  Boingo Wi-Fi Combo   Laptop and Smartphone(1)   Charge Card
  Boingo UK   Laptop   Charge Card

Single-use:

 

 

 

 
  Boingo AsYouGo   Laptop or Smartphone(1)   Charge Card
  Boingo Wi-Fi Credits   Apple iOS devices   Apple iTunes
  Boingo Exhibitor   Laptop or Smartphone(1)   Charge Card

(1)
Includes tablet computers.

        Wholesale.    Our integrated hardware and software platform allows us to provide a range of value-added services to network operators, technology companies, enterprise software and services companies, telecom operators and venue operators.

    Roaming services.  We offer roaming services across our entire network of over 325,000 hotspot locations to our partners who can then provide mobile Internet services to their customers at these locations.

    Platform services.  We license our proprietary software and provide software integration and development services to our platform services partners. This enables them to integrate our mobile Internet solution with their product and service offerings. Our solution includes our proprietary, patented techniques for wireless signal detection, presentation and network aggregation.

    DAS infrastructure.  We offer our telecom operator partners access to our DAS infrastructure at certain Boingo managed and operated hotspot locations. We deploy our DAS infrastructure within airports and other locations that require additional signal strength to improve the quality of cellular services.

    Turn-key solutions.  We offer our venue partners the ability to implement a turn-key Wi-Fi solution, with no initial investment, through a Wi-Fi network infrastructure that we install, manage and operate.

        In 2010, we generated wholesale revenues from a group of separate entities, all of which are affiliated with Verizon Communications, Inc., which collectively accounted for more than 10% of revenue.

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        Advertising.    Our platform provides a valuable opportunity for advertisers to reach a targeted base of visitors to our landing pages with display advertising, sponsored access and other promotional programs. We offer display advertising based on impressions delivered by our platform. We also offer advertisers the opportunity to sponsor free wireless Internet access to individuals.

Our Network

        In 2006, we acquired Concourse Communications and its network of 12 managed and operated airports, which became the first Boingo managed and operated hotspots. In 2007, we acquired Sprint Spectrum's network of seven managed and operated airports and one non-exclusive airport, and in 2008 we acquired Opti-Fi Networks and its Wi-Fi hotspots, which included 25 airports and the Washington State Ferries.

        Through Boingo managed and operated hotspots and our strategic partnership arrangements, users have access to over 325,000 hotspots worldwide in venues such as airports, hotels, coffee shops, shopping malls, arenas, stadiums and quick service restaurants. We design, build, monitor and maintain the Wi-Fi network at Boingo managed and operated hotspot locations primarily located in the United States and Europe. Our strategic partnership arrangements with over 125 network operators allow us to extend our global network to over 100 countries worldwide.

Boingo hotspot locations by region as of February 28, 2011:

Region
  Airport   Café /
Retail
  Convention
Center
  Hotel   Other(1)   Total  

North America

    271     2,320     41     3,435     2,412     8,479  

South America

    82     1,451     6     150     227     1,916  

EMEA

    214     15,599     321     13,156     160,382     189,672  

Asia

    154     28,714     233     15,520     95,452     140,073  
                           

Total

    721     48,084     601     32,261     258,473     340,140  
                           

(1)
Includes schools and universities, offices, hospitals and public spaces.

Marketing and Business Development

        Our marketing and business development efforts are designed to cost effectively attract and retain new customers, expand our footprint of Wi-Fi hotspot locations and identify business partners that could leverage our network to provide mobile Internet services to their customers. We focus on efficient customer acquisition and brand building through our on-line presence, airport signage, public relations, market research and other promotional activities.

        We seek to maximize customer lifetime value by managing subscriber acquisition cost, extending customer life and determining appropriate pricing. We use information about subscriber behavior to help us retain customers and determine premium offerings. Our segmentation is focused at the product level, so that we provide the right product, plan and price for each customer in each region of the world where we operate. Our plans are available for essentially all Wi-Fi enabled devices and are priced on a month-to-month or per-use basis.

        We issue regular press releases announcing important partnerships and product developments and continually update our website with information about our network and services.

Development

        Our development efforts are focused primarily on increasing the ease of use and functionality of our software client, integrating our software client with our wholesale partners and continuing to adapt

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our technology to new operating systems and platforms. Our development model is based on a structured development process that incorporates Agile development practices so any deviations can be promptly corrected to improve reliability in our network and enhance customer satisfaction. We typically deliver product releases and feature enhancement on a semi-annual basis.

Technology

        Over the past 10 years, we have developed proprietary systems that include the Boingo software client; authentication, authorization and tracking systems; mediation and billing systems; and a real-time operational support and software configuration and messaging infrastructure.

    Boingo Software Client

        The Boingo software client is installed on Wi-Fi enabled devices such as smartphones, laptops and tablet computers. The key features of the Boingo software client include:

    Simple user interface.  The Boingo software client provides individuals with an uncomplicated, user-friendly interface designed to streamline the Wi-Fi network connection process. The software monitors the availability of Wi-Fi hotspots in the Boingo network, presents a notification message of the hotspot identified and allows one-click user connections. In some devices, connection to a Boingo Wi-Fi hotspot occurs in the background, providing the user with a notification-free connectivity experience.

    Support for all major operating system platforms.  The Boingo software client supports a wide range of laptop and mobile device operating systems, including Android, BlackBerry OS, iOS, Linux, Mac OS, Symbian, Unix and Windows.

    Automatic updates.  The Boingo software client automatically receives identification information for new hotspot locations as they are added to the Boingo network, including any information needed to automatically identify and login to the network. Location information, allowing a user to find Boingo hotspots from the client, is also automatically updated. On all but embedded platforms, software updates are also automatically offered to a user when available.

    Custom branding and flexible integration alternatives.  We offer wholesale customers the ability to integrate the Boingo software client into their products and services. Additionally, we offer wholesale customers the option to utilize a custom, rebranded reference design of the software client used in our retail customer offering.

    Authentication, Authorization and Tracking System

        Our proprietary authentication, authorization and tracking system enables the reliable, scalable and secure initiation and termination of user Wi-Fi sessions on the Boingo network. This system authenticates our network users across a wide variety of hotspots and network operators, through a normalized authentication protocol. Through the authorization process, custom business rules ensure user access based on specific service parameters such as location, type of device, service plan and account information. Our system also captures duration, data traffic, location, and type of device. We normalize and process this data from disparate providers for our use and for our wholesale partners.

    Mediation and Billing System

        Our mediation and billing system records and analyzes individual usage sessions required to bill for Wi-Fi usage. Users are charged based on variables such as pricing plan, device type, location and time of use. Our system consolidates usage session information, determines the user identity and applies the appropriate aggregation and flagging to ensure proper usage processing. Our system handles exceptions automatically. Exceptions that cannot be solved automatically are brought to the attention of the

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operations staff, who rectify any discrepancies. The billing system provides billing based on roaming relationship, user type, device type and account type. Boingo's retail customer mediation and billing is handled by the same infrastructure used for wholesale customer and billing, resulting in efficiencies of scale and operation.

    Software Configuration and Messaging System

        Our software configuration system provides real-time network configuration updates for over 682 networks and 115 detection and login methodologies used by the Boingo software client to access our network. Our software configuration system automatically registers new network definitions and login methodologies to allow individuals to connect to our hotspot locations. All supported platforms use a single configuration, providing a high level of operational and test efficiency. Our messaging system enables real-time customer notification and system interaction at login, based on location, network, user, account type, device and usage. This approach enables Boingo and our partners to deliver custom marketing or service messages.

Operations

        We provide significant operational support for Boingo managed and operated Wi-Fi hotspots and other hotspots in the Boingo network. For Boingo managed and operated Wi-Fi hotspots, we design, build, monitor and maintain the network. For roaming partners, we monitor hotspot uptime and report outages so that they can be quickly remedied. We have service level agreements with our roaming partners specifying minimum network uptime requirements.

        Our Wi-Fi deployments are based on the IEEE 802.11a, b, g and n standards and operate in the 2.4 GHz and 5 GHz unlicensed spectrum bands. Our deployments may also include DAS within venues requiring enhanced cellular coverage.

Retail Customer Support Services

        We provide support services to our retail customers 24 hours per day, 7 days per week, 365 days per year, by phone or email. Our website also contains a comprehensive list of responses to frequently asked questions, and we monitor and respond to social media communications regarding our services. We provide support services through our internal customer care department and we rely on a third-party provider for most of our standard customer support.

Competition

        The market for mobile Internet services and solutions is fragmented and competitive. We believe the principal competitive factors in our industry include the following:

    price;

    ease of access and use;

    quality of service;

    geographic reach;

    bundled service offerings;

    brand name recognition; and

    flexible pricing plans.

        We believe we face no material direct competitors to our service offerings. Indirect competitors include telecom operators, WiMAX operators, cable companies, self-managed venue networks and

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smaller wireless Internet service providers. Some of these competitors have substantially greater resources, larger customer bases, longer operating histories and greater name recognition than we have. Others offer bundled data services with primary service offerings that we do not offer such as landline and cellular telephone service, cable or satellite television, media and fixed-line Internet. Many of our indirect competitors are also partners from whom we receive revenue when their customers access our network. We believe that we compete favorably based on geographic coverage, network reliability, quality of service, ease of use and cost.

Intellectual Property

        Our ongoing success will depend in part upon our ability to protect our core technology and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including trade secrets, patents, copyrights and trademarks, as well as contractual restrictions.

        We have one issued patent which expires in 2022 and four patent applications pending in the United States, two of which are also pending in the European Patent Office, Canada, Japan, and South Korea. We intend to pursue corresponding patent coverage in additional countries to the extent we believe such coverage is appropriate and cost effective.

        Our registered trademarks in the United States and the European Union include "Boingo Wireless", "Boingo", and "Don't just go. Boingo." We have filed other trademark applications in the United States and other countries.

        In addition to the foregoing protections, we control access to, and use of, our proprietary software and other confidential information through the use of internal and external controls, including contractual protections with employees, contractors, customers and partners. Our software is protected by United States and international copyright laws.

Employees

        As of December 31, 2010, we had 135 employees, including 47 in development and technology, 49 in operations, 25 in business development and marketing and 14 in general and administrative. All of our employees are full-time employees. None of our employees is represented by a labor union or is covered by a collective bargaining agreement. We have never experienced any employment-related work stoppages and consider relations with our employees to be good. As of December 31, 2010, we also had arrangements with a third-party call center provider in New York that provided us with approximately 44 contractors for retail customer support service and similar functions.

Facilities

        We currently lease approximately 25,100 square feet of space for our corporate headquarters in Los Angeles, California under a lease agreement that expires in November 2012. We have offices in Chicago, Illinois; Lake Success, New York; McKinney, Texas; Detroit, Michigan; and London, United Kingdom. We believe our current office facilities will be adequate for the foreseeable future.

Legal

        We are not presently a party to any material legal proceedings. From time to time, we may become involved in legal proceedings in the ordinary course of our business.

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MANAGEMENT

Executive Officers and Directors

        Our executive officers and directors, and their ages and positions as of March 18, 2011, are set forth below:

Name
  Age   Position
David Hagan     50   President, Chief Executive Officer and Director

Edward Zinser

 

 

53

 

Chief Financial Officer

Niels Jonker

 

 

39

 

Chief Technology Officer

Colby Goff

 

 

37

 

Senior Vice President of Strategy and Business Development

Peter Hovenier

 

 

43

 

Senior Vice President of Finance

Sky Dayton(2)(3)

 

 

39

 

Chairman of the Board

Charles Boesenberg(1)

 

 

62

 

Director

Marc Geller(1)(3)

 

 

65

 

Director

Paul Hsiao(2)

 

 

39

 

Director

Shigeyuki Toya(1)

 

 

42

 

Director

(1)
Member of Audit Committee.

(2)
Member of Compensation Committee.

(3)
Anticipated Member of Nominating and Corporate Governance Committee.

        David Hagan has served as our Chief Executive Officer and a member of our board of directors since November 2004. He has also served as our President since 2001. Prior to joining us, Mr. Hagan served as Chief Executive Officer of FirstSource Corp., an e-commerce solutions provider, and as President and Chief Operating Officer of Ticketmaster Online CitySearch, an online ticket retailer and city website manager. Mr. Hagan has over 20 years experience in senior management roles in the telecommunications industry with Sprint in the United States and Canada. Mr. Hagan is Chairman of the Wireless Division of Consumer Electronics Association and a member of the CEA Board of Industry Leaders. He received a B.S. from the University of Kansas and an M.B.A. from Baker University. The board of directors determined that Mr. Hagan should serve as a director based on his position as our Chief Executive Officer and his understanding of the wireless industry.

        Edward Zinser has served as our Chief Financial Officer since January 2008. Prior to joining us, Mr. Zinser was Executive Vice President and Chief Financial Officer of THQ Inc., a developer and publisher of video games, from April 2004 to November 2007. He has also served in senior financial positions with Vivendi Universal, an international media conglomerate; IAC/InterActiveCorp, a media and entertainment conglomerate; and The Walt Disney Company, a media and entertainment conglomerate. He is a member of the board of directors and chairman of the audit committee of Universal Electronics Inc. Mr. Zinser received a B.S. in Management from Fairfield University and an M.B.A. in Finance from the University of Chicago Graduate School of Business.

        Niels Jonker has served as our Chief Technology Officer since February 2002. He served as our Vice President Engineering from June 2001 to February 2002. Prior to joining us, Mr. Jonker was the chief network architect at EarthLink, an Internet service provider. Before that, he was the director of systems and services at OneMain, an Internet service provider. Prior to OneMain, Mr. Jonker founded

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and built US Internet, an Internet service provider servicing the southeastern United States. He is the co-author of A Guide to Operating Systems. Mr. Jonker studied Computer Science at VU University in Amsterdam, The Netherlands.

        Colby Goff has served as our Senior Vice President of Strategy and Business Development since June 2005. He served as our Director Business Development from August 2001 to April 2003 and as our Vice President Network Strategy from April 2003 to June 2005. Prior to joining us, Mr. Goff was a member of the business development team for eCompanies, a start-up incubator. Mr. Goff received a B.A. in economics from Stanford University.

        Peter Hovenier has served as our Senior Vice President Finance since June 2007. He served as our Vice President Finance and Administration from June 2002 to June 2007. Prior to joining us, Mr. Hovenier was Vice President Finance and Administration of Frontera Corporation, an application service provider. Prior to Frontera, he held financial management positions with GeoCities, a web-hosting service; MGM Studios, a media company; and Wyndham Hotels Corporation, a hospitality company. In 1995, Mr. Hovenier became a Certified Public Accountant in the State of Washington. Mr. Hovenier received a B.A. in accounting from Western Washington University.

        Sky Dayton founded Boingo in 2001. He has served as chairman of our board of directors since our inception and as Chief Executive Officer from our inception until 2004. Prior to founding Boingo, Mr. Dayton founded EarthLink, an Internet service provider. He co-founded eCompanies, a start-up incubator; Business.com, a business-focused search engine; JAMDAT Mobile, a mobile games company; and Helio, a wireless carrier. Mr. Dayton also helped finance and build LowerMyBills, a consumer finance lead generation company; and Neopets, an online games company. Mr. Dayton is a member of the Warren Bennis Leadership Circle of the Center for Public Leadership at the Kennedy School at Harvard University. The board of directors determined that Mr. Dayton should serve as a director based on his long history with the company and experience with other growth companies.

        Charles Boesenberg has served as a member of our board of directors since March 2011. From 2002 to June 2006, Mr. Boesenberg served as the President and Chief Executive Officer at NetIQ Corporation and he also served as the Chairman of the board of directors at NetIQ Corporation from 2002 to June 2006. Mr. Boesenberg served as a director of Interwoven, Inc. from July 2006 to March 2009, as lead independent director of Maxtor Corporation from 2002 until May 2006, and as a director of Onyx Software Corporation from 2004 to 2005. Mr. Boesenberg serves on the board of directors of Silicon Graphics International Corp., Keynote Systems, Inc., Callidus Software Inc. and Ancestry.com Inc. Mr. Boesenberg holds an M.S. in Business Administration from Boston University and a B.S. from Rose Hulman Institute of Technology. The board of directors determined that Mr. Boesenberg should serve as a director based on his extensive experience serving on the boards of directors of other public companies, including experience dealing with corporate governance matters, and his executive management experience in other technology companies.

        Marc Geller has served as a member of our board of directors since 2003. Mr. Geller is Managing Director of Sternhill Partners, and he serves on the board of directors of a number of private companies. Prior to co-founding Sternhill Partners, he was a general partner with GC Technology Fund, L.P. He began his career at Coopers & Lybrand, before starting his own consulting practice that focused on investment and tax planning. He has been managing venture capital funds since 1995. He holds a B.A. from American University, J.D. from Suffolk University Law School and Master of Law degree from Boston University Law School. The board of directors determined that Mr. Geller should serve as a director based on his extensive experience in venture capital as well as his relationship with Sternhill Partners, one of our largest stockholders.

        Paul Hsiao has served as a member of our board of directors since 2006. Mr. Hsiao joined New Enterprise Associates, Inc., or NEA, in 2003 and is a partner in NEA's Menlo Park office. As a partner with NEA, Mr. Hsiao serves on the board of directors of a number of private companies. Prior to

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joining NEA, Mr. Hsiao co-founded Mazu Networks, a provider of network optimization solutions, which was acquired by Riverbed Technology. He began his career at Medtronic, Inc., a medical technology company, and McKinsey & Company, a management consulting firm. He received a B.S. in engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard University. The board of directors determined that Mr. Hsiao should serve as a director based on his extensive experience in venture capital as well as his relationship with NEA, one of our largest stockholders.

        Shigeyuki Toya has served as a member of our board of directors since 2009. Mr. Toya has been a general manager of the private equity department of Mitsui USA since 2009. He has over 15 years experience in financial business with Mitsui & Co., which has involved global asset and liability financial risk management, as well as experience with turnaround projects for companies affiliated with Mitsui. Currently, Mr. Toya focuses on buyout and growth capital investments. He is a graduate of the Sloan School of Management at the Massachusetts Institute of Technology. The board of directors determined that Mr. Toya should serve as a director based on his extensive experience in finance as well as his relationship with Mitsui, one of our largest stockholders.

Board Composition

        Our amended and restated certificate of incorporation that will become effective as of the closing of this offering provides for a classified board of directors consisting of three classes of directors, each serving a staggered three-year term. As a result, a portion of our board of directors will be elected each year from and after the closing of this offering.

        We anticipate that Shigeyuki Toya will resign from the board of directors prior to the completion of this offering. Sky Dayton and David Hagan have been designated as Class I directors whose term will expire at the 2012 annual meeting of stockholders, assuming the completion of this proposed offering. Charles Boesenberg and Marc Geller have been designated as Class II directors whose term will expire at the 2013 annual meeting of stockholders, assuming completion of this proposed offering. Paul Hsiao and two vacancies have been designated as Class III directors whose term will expire at the 2014 annual meeting of stockholders, assuming completion of this proposed offering. Our amended and restated bylaws that will become effective as of the closing of this offering provide that the number of authorized directors may be changed only by a majority of our board of directors. Seven directors are currently authorized. Any additional directorships resulting from an increase in the number of authorized directors will be distributed among the three classes so that, as nearly as reasonably possible, each class will consist of one-third of the directors. The classification of the board of directors may have the effect of delaying or preventing changes in control of our company.

Independent Directors

        In January 2011 and March 2011, our board of directors undertook a review of the independence of our directors and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our board of directors determined that Messrs. Boesenberg, Dayton, Geller, Hsiao and Toya, representing five of our six directors, are "independent directors" as defined under the rules of the SEC and the NASDAQ Stock Market, or NASDAQ, and constitute a majority of our board of directors as required by the rules of the SEC and NASDAQ.

Selection Arrangements

        Our current directors were elected pursuant to a voting agreement that we entered into with certain holders of our common and preferred stock. This agreement will terminate upon the closing of this offering, and there will be no further contractual obligations regarding the election of our directors.

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Our directors hold office until their successors have been elected and qualified or their earlier death, resignation or removal.

Board Leadership

        Our board of directors is led by our chairman. The chairman of the board chairs all meetings of our board of directors, including executive sessions. The chairman of the board also acts as liaison between the independent directors and management. We believe that having different people serving in the roles of chairman of the board and Chief Executive Officer is an appropriate and effective organizational structure for our company at this time. Separating these positions allows our chairman of the board to lead the board of directors in its fundamental role of providing advice to and independent oversight of management, while enabling our Chief Executive Officer to focus his time on our day-to-day business. The board of directors further recognizes the commitment required to serve as our chairman, particularly as the board of directors' oversight responsibilities continue to grow, as well as the time, effort and energy that our Chief Executive Officer is required to devote to his position. However, we also recognize that no single leadership model is right for all companies at all times, and that depending on the circumstances, other leadership models, such as having one person serving as both the chairman of the board and Chief Executive Officer, might become appropriate. Accordingly, the board of directors anticipates periodically reviewing its leadership structure.

Compensation Risk Assessment

        As part of its oversight of our compensation programs, our compensation committee has considered our executive officer and non-executive employee compensation programs as they relate to corporate risk management. Our compensation programs are currently relatively simple and consistent with practices of other companies in our industry, and our compensation committee has concluded that our compensation policies and practices are not likely to have a material adverse effect on us, including for the following reasons:

    the compensation committee's retention of a high degree of discretion with respect to our management incentive compensation plan, as well as our use of multiple performance objectives in that plan and our use of a single incentive compensation plan in which the entire management team participates, together minimize the risk that might be posed by the short-term variable component of our compensation program; and

    the long-term component of our compensation program, which to date has consisted of stock options, keeps our officers and employees appropriately focused on long-term entity-level growth through multi-year vesting schedules and by conveying value only if we succeed in growing our business in a way that results in appreciation of the value of our stock over time.

Committees of the Board of Directors

        Our board of directors has an audit committee, a compensation committee and, prior to the completion of this offering, will have a nominating and governance committee, each of which has or will have the composition and responsibilities described below.

Audit Committee

        Our audit committee is responsible for, among other things:

    selecting and hiring our independent auditors;

    approving the audit and non-audit services to be performed by our independent auditors;

    evaluating the qualifications, performance and independence of our independent auditors;

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    monitoring the integrity of our financial statements and our compliance with legal and regulatory requirements as they relate to financial statements or accounting matters;

    reviewing the adequacy and effectiveness of our internal control policies and procedures;

    discussing the scope and results of the audit with the independent auditors and reviewing with management and the independent auditors our interim and year-end operating results;

    preparing the audit committee report and in our annual proxy statement;

    reviewing and monitoring actual and potential conflicts of interest of members of our board of directors and officers; and

    reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter.

        Our audit committee is currently composed of Messrs. Boesenberg, Geller and Toya. Mr. Boesenberg has been appointed the chairman of our audit committee and is an audit committee financial expert. Our board of directors has determined that each member of our audit committee is independent under the applicable requirements of NASDAQ and SEC rules and regulations. We anticipate that Shigeyuki Toya will resign from our audit committee prior to this offering and Paul Hsiao will be appointed to the audit committee.

        Our board of directors has adopted an audit committee charter. We believe that the composition of our audit committee prior to this offering, and our audit committee's charter and functioning, will comply with the applicable requirements of NASDAQ and SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

        Following the completion of this offering, the full text of our audit committee charter will be posted on the investor relations portion of our website at www.boingo.com and will be available without charge, upon request in writing to Boingo Wireless, Inc., 10960 Wilshire Boulevard, Suite 800, Los Angeles, California 90024, Attn: Investor Relations.

Compensation Committee

        Our compensation committee is responsible for, among other things:

    reviewing and approving corporate goals and objectives relevant to compensation of our Chief Executive Officer and other executive officers;

    reviewing and approving the following for our Chief Executive Officer and our other executive officers: annual base salaries, annual incentive bonuses, including the specific goals and amounts, equity compensation, employment agreements, severance arrangements and change in control arrangements and any other benefits, compensation or arrangements;

    reviewing the succession planning for our executive officers;

    reviewing and recommending compensation goals and bonus and stock compensation criteria for our employees;

    reviewing and recommending compensation programs for directors;

    preparing the compensation discussion and analysis and compensation committee report that the SEC requires in our annual proxy statement;

    administering, reviewing and making recommendations with respect to our equity compensation plans; and

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    reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter.

        Our compensation committee is currently composed of Messrs. Dayton and Hsiao, each of whom is a non-employee member of our board of directors. Mr. Hsiao has been appointed to serve as the chairman of our compensation committee. Upon completion of this offering, we expect that our compensation committee will be composed of Messrs. Boesenberg and Hsiao. Our board of directors has determined that each of Messrs. Boesenberg and Hsiao is independent under the applicable requirements of NASDAQ and SEC rules and regulations, is a non-employee director, as defined by Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and is an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code.

        Our board of directors has adopted a compensation committee charter. We believe that the composition of our compensation committee, and our compensation committee's charter and functioning, will comply with the applicable requirements of NASDAQ and SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

        Following the completion of this offering, the full text of our compensation committee charter will be posted on the investor relations portion of our website at www.boingo.com and will be available without charge, upon request in writing to Boingo Wireless, Inc., 10960 Wilshire Boulevard, Suite 800, Los Angeles, California 90024, Attn: Investor Relations.

Nominating and Governance Committee

        Our nominating and governance committee will be responsible for, among other things:

    assisting our board of directors in identifying prospective director nominees and recommending nominees for each annual meeting of stockholders to the board of directors;

    reviewing developments in corporate governance practices and developing and recommending governance principles applicable to our board of directors;

    overseeing the evaluation of our board of directors and management;

    recommending members for each board committee to our board of directors;

    reviewing and monitoring our code of business conduct and ethics; and

    reviewing and evaluating, at least annually, its own performance and that of its members, including compliance with the committee charter.

        Our nominating and governance committee will be composed of Messrs. Dayton and Geller. Mr. Dayton has been appointed the chairman of our nominating and governance committee. Our board of directors has determined that each member of our nominating and governance committee is independent under the applicable requirements of NASDAQ and SEC rules and regulations.

        Our board of directors has adopted a nominating and governance committee charter that will become effective in connection with this offering. We believe that the composition of our nominating and governance committee, and our nominating and governance committee's charter and functioning, will comply with the applicable requirements of NASDAQ and SEC rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.

        Following the completion of this offering, the full text of our nominating and governance committee charter will be posted on the investor relations portion of our website at www.boingo.com and will be available without charge, upon request in writing to Boingo Wireless, Inc., 10960 Wilshire Boulevard, Suite 800, Los Angeles, California 90024, Attn: Investor Relations.

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Code of Ethics and Business Conduct

        Our board of directors has adopted a code of ethics and business conduct that will become effective upon completion of this offering. The code of ethics and business conduct will apply to all of our employees, officers and directors. Following the completion of this offering, the full text of our code of ethics and business conduct will be posted on the investor relations portion of our website at www.boingo.com and will be available without charge, upon request in writing to Boingo Wireless, Inc., 10960 Wilshire Boulevard, Suite 800, Los Angeles, California 90024, Attn: Investor Relations. We intend to disclose future amendments to certain provisions of our codes of ethics and business conduct, or waivers of such provisions, at the same location on our website identified above and also in public filings.

Compensation Committee Interlocks and Insider Participation

        None of the members of our compensation committee is an officer or employee of our company. None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our board of directors or compensation committee.

Director Compensation

        In March 2011, our board of directors adopted a compensation program for our non-employee directors. Accordingly, the chairman of the board will be entitled to receive an annual cash retainer of $25,000 and each other non-employee member of our board of directors will be entitled to receive an annual cash retainer of $20,000. In addition, the chair of our audit committee, compensation committee, and nomination and corporate governance committee will be entitled to an annual cash retainer of $15,000, $10,000, and $6,000, respectively, and each non-employee director serving on each such committee will be entitled to an annual cash retainer of $5,000, $4,000, and $3,000, respectively. Mr. Dayton, the chairman of our board of directors, has notified us that he will decline any cash retainers for his service on our board of directors.

        Upon completion of this offering, non-employee directors will be entitled to an initial stock option award to purchase 24,000 shares of our common stock upon such director's election to our board of directors. Such options will vest after 12 months of board service, and will also vest in full if there is a change in control while the director remains in our service. Each year thereafter, each non-employee director continuing to serve on our board following our annual stockholders meeting will receive an annual stock option award to purchase 12,000 shares of our common stock. Each annual option will vest after 12 months of board service, and will also vest in full if there is a change in control while the director remains in our service. All such options will have an exercise price equal to the fair market value of our common stock on the date of the award. For further information regarding our equity compensation programs, see "Executive Compensation—Equity Plans—2011 Equity Incentive Plan."

        We also have a policy of reimbursing directors for travel, lodging and other reasonable expenses incurred in connection with their attendance at board or committee meetings.

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EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

        This compensation discussion and analysis reviews and discusses our compensation programs and policies for the executive officers named in our Summary Compensation Table. This compensation discussion and analysis, which should be read together with the compensation tables and related disclosures included below, contains forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding our compensation decisions and programs.

        The executive officers named in our Summary Compensation Table, referred to as our named executive officers, are: David Hagan, Chief Executive Officer; Edward Zinser, Chief Financial Officer; Niels Jonker, Chief Technology Officer; Colby Goff, Senior Vice President, Strategy & Business Development; and Peter Hovenier, Senior Vice President, Finance.

General Overview and Objectives of our Executive Compensation Programs

        Historically, our compensation programs have aimed to conserve cash while attracting and retaining executive officers who are highly motivated to grow our business in the long term. As with other emerging companies in the wireless industry and the technology sector generally, we sought to emphasize equity compensation, primarily in the form of stock options, with less emphasis on base salaries and cash bonuses. Our board of directors sought to align the interests of management and stockholders by motivating the management team to grow the business in the long term.

        We recognize that our success depends to a great degree on the integrity, knowledge, imagination, skill, diversity and teamwork of our employees. To this end, we designed, and intend to modify as necessary, our compensation and benefits program and philosophy in order to attract, retain and motivate talented, highly qualified and committed executive officers who share our business goals and corporate values. In doing so, we strive to reward clear, easily measured performance goals that keep our executive officers focused on accomplishing our long-term business objectives, while offering sufficient fixed compensation to remain competitive within our industry and geography. We expect to continue to emphasize this approach in the future.

        The principal objectives of our executive compensation programs are:

    attracting, retaining and motivating talented and experienced executives;

    rewarding executives whose knowledge, skills and performance are critical to and demonstrably contribute to our success; and

    incentivizing our executives to manage our business as a team.

Compensation Overview

        As we prepared for this offering in late 2010, our board of directors took a number of steps to assess our executive officer compensation programs so that they would appropriately motivate and retain our management team as we transitioned to being a public company. We engaged an independent compensation consultant to help our board of directors and compensation committee evaluate our compensation programs. This evaluation has been completed, and the compensation committee made no changes to 2010 base salaries or bonus targets for our named executive officers.

        In early 2011, our board of directors approved an increase to the base salaries of our named executive officers, established corporate financial objectives under our management incentive compensation plan, authorized option grants to employees, including our executive officers, to become effective upon the pricing of this offering, and authorized our compensation committee to negotiate severance benefit letters with our named executive officers.

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        We intend to review our executive compensation programs annually and make adjustments to individual compensation as appropriate, although we may make off-cycle adjustments if our compensation committee determines such changes are appropriate.

Role of the Compensation Committee, Board of Directors and Management in Setting Executive Compensation

        Our compensation decisions have generally been made by our board of directors based upon recommendations from our compensation committee. Currently, Messrs. Dayton and Hsiao serve as the committee members. The compensation committee has overall responsibility for overseeing and, together with input from the full board of directors as the committee deems appropriate, approving the compensation of our Chief Executive Officer and other executive officers. For more information about our compensation committee, see "Management—Committees of the Board of Directors—Compensation Committee."

        We anticipate that our Chief Executive Officer will continue to make recommendations to our compensation committee regarding compensation for other executive officers. However, while our compensation committee will consider our Chief Executive Officer's recommendations, it need not adopt these recommendations and may adjust them as it deems appropriate together with input from the full board of directors. The committee has authority to approve all compensation decisions regarding our executive officers, although our board of directors also retains concurrent authority. After this offering, the committee will primarily be responsible for compensation decisions. The committee may from time to time refer matters to the entire board of directors in order to obtain input from other directors prior to making a decision and, if appropriate, may submit matters for approval by the full board of directors.

Independent Compensation Consultant and Peer Group

        Our compensation committee has the authority to engage the services of outside consultants to assist it in making decisions regarding our executive compensation programs. In late 2010, as part of a comprehensive review of our executive compensation programs in preparation for this offering, our compensation committee retained Radford, an Aon Hewitt company, as its independent compensation consultant to advise the committee in matters regarding the compensation of our executive officers and our board of directors. Neither the company nor our board of directors had previously worked with Radford, which was selected in part because of its experience providing independent advice regarding compensation matters to boards of directors of companies and access to market data regarding compensation practices in the technology sector.

        The compensation committee believes that recruiting talented executives in the wireless industry generally is competitive, and in our segment of this industry, it is particularly challenging to identify, recruit and retain experienced executives with the expertise we require. The compensation committee is focused on retaining our current executive team in light of these competitive conditions, because losing key management in the period following this offering could have an adverse effect on our business.

        The compensation committee instructed Radford to provide relevant market data against which to evaluate our existing executive compensation arrangements, assist it in that evaluation with the goal of harmonizing our compensation programs for executive officers with our overall compensation philosophy and strategic directives, and develop recommendations for Chief Executive Officer, executive officer and director compensation.

        Radford helped the compensation committee identify appropriate market data against which to compare our executive compensation levels and programs. Specifically, our compensation committee reviewed market data drawn from the 2011 Radford Global Technology Survey.

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        With the assistance of Radford, the compensation committee identified the following companies in our industry that will form the peer group of companies against which they intend to review, compare and evaluate our executive officer compensation program:

Constant Contact, Inc.   Netsuite Inc.

Demand Media, Inc.

 

Neutral Tandem, Inc.

Gamefly, Inc.

 

OpenTable, Inc.

Green Dot Corporation

 

ReachLocal, Inc.

Limelight Networks, Inc.

 

RealPage, Inc.

LivePerson, Inc.

 

Solarwinds, Inc.

LogMeIn, Inc.

 

Synchronoss Technologies, Inc.

Motricity, Inc.

 

 

To date, our compensation committee has used the compensation data from the peer group companies as a reference point for purposes of evaluating our executive compensation programs and has not used the data to target any particular level of compensation for our executive officers.

Elements of Compensation

        Our executive compensation program currently includes the following components:

    annual base salary;

    annual cash incentive bonuses;

    stock options; and

    certain benefits upon involuntary termination of employment under specified circumstances.

        The weight of each of these components has not to date been determined by any particular formula, although our overall mix of total compensation has emphasized stock options for their long-term incentive and retention value. The specific mix of components has been and will continue to be within the discretion and business judgment of our board of directors and the compensation committee, which have placed greater emphasis on considerations specific to the individual holding a particular executive position than on general market data.

    Base Salary

        We provide a base salary to our named executive officers to compensate them for services rendered on a day-to-day basis during the year and to provide sufficient fixed cash compensation to allow them to focus on their ongoing responsibilities. The base salaries of all executive officers are reviewed annually and adjusted when necessary to reflect individual roles and performance as well as market conditions. The annual base salary for each of our named executive officers in 2010 was as follows: Mr. Hagan—$374,400; Mr. Zinser—$311,220; Mr. Jonker—$238,493; Mr. Goff—$234,520; and Mr. Hovenier—$214,200.

        In connection with its general review of executive officer compensation and peer group data provided by Radford, our compensation committee approved an increase in base salaries of our named executive officers in 2011 as follows: Mr. Hagan—$414,498; Mr. Zinser—$335,184; Mr. Jonker—$248,033; Mr. Goff—$243,901; and Mr. Hovenier—$225,000.

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    Annual Cash Incentive Bonuses

        We use annual cash incentive bonuses to reward our named executive officers for the achievement of company performance goals. Each year, we adopt a management incentive plan to motivate and reward our senior executives, including our named executive officers, to attain specific short-term performance objectives that, in turn, further our long-term business objectives. These objectives are based upon corporate targets, rather than individual objectives. In setting target payout levels under our annual management incentive compensation plan, our board of directors and compensation committee considered historical payouts, the total cost to the company should performance objectives be achieved and our retention needs. The compensation committee retains discretion to reduce or eliminate payment under our management incentive plan.

        Our 2010 management incentive plan included two components, one based on achievement of specified corporate financial objectives, which we refer to as the financial component, and the other based upon achievement of enumerated strategic initiatives, which we refer to as the strategic component. The financial component includes four financial targets, each with an established threshold and maximum achievement level. The relative weighting of each element is as follows:

Financial Objective
  % Relative
Weighting
  2010 Target Level
Achievement ($)
  Actual 2010
Achievement
Metrics ($)(3)
 

Revenue

    60     79.3 million     80.4 million  

Free cash flow(1)

    20       9.7 million     12.9 million  

Adjusted EBITDA(2)

    15     19.3 million     18.2 million  

Net income

    5       8.1 million     15.7 million  

(1)
Free cash flow is calculated as net cash provided by operating activities less purchases of property and equipment.

(2)
For a discussion of Adjusted EBITDA, see footnote 1 to "Selected Consolidated Financial Data."

(3)
In determining actual 2010 achievement of financial objectives, our board of directors excluded the financial impact of certain one-time expenses related to this offering and the net income benefit due to the realization of a deferred tax asset.

        The plan provides for payment for performance below each of the financial target levels only if performance is above a specified threshold, as well as payment for performance above each of the financial target levels in the event of overachievement. For each financial target, achievement of the target equates to 100% of the bonus payout and for up to 120% of the target, there is a bonus payout of 170%. With respect to the revenue objective, underachievement at the floor of 90% of the financial target results in a bonus payout of 30% for the objective, while with respect to the three other financial objectives, underachievement at the floor of 70% of the financial target results in 30% of the bonus payout for the objective. Below the floor levels of each of the financial targets, there is no target payout. In the event of any under- or over-achievement, straight-line interpolation is applied from target levels.

        The strategic component includes three objectives, which relate to major wholesale or retail distribution, expansion of our managed and operated network and establishment of a service provider business model. A named executive officer must achieve any two of these objectives in order to achieve the full target-level bonus payout. While this strategic component permits a discretionary payout in the event of under-achievement, it does not incorporate any over-achievement potential.

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        Target bonuses for our named executive officers under the 2010 plan were as follows:

 
  Fiscal 2010 Bonus Potential  
Executive Officer
  % Bonus
Financial
Component(1)
  % Bonus
Strategic
Component(1)
  Target
Bonus ($)
 

David Hagan

    60     20   $ 299,520  

Edward Zinser

    50     20   $ 217,854  

Niels Jonker

    35     20   $ 131,171  

Colby Goff

    35     20   $ 128,986  

Peter Hovenier

    35     20   $ 117,810  

(1)
Bonus targets are expressed as a percentage of the executive's base salary.

The board of directors met in January 2011 and determined that all three of the strategic objectives applicable under our 2010 management incentive plan had been achieved. They based this determination on the following developments that occurred during the year:

Objective   Achievement
Major wholesale or retail distribution   Agreement with a major retailer

Expansion of managed and operated network

 

Agreements with various parties

Establishment of service provider business model

 

Agreement with a major airport

        As a result of these achievements, the board of directors determined that all named executive officers would receive payment of the full amount of their 2010 bonus as it related to the strategic component, as follows: Mr. Hagan—$74,880; Mr. Zinser—$62,244; Mr. Jonker—$47,699; Mr. Goff—$46,904; and Mr. Hovenier—$42,840. These amounts were paid in January 2011. Our board of directors met in February 2011 and determined the achievement of the financial component applicable under the 2010 management incentive plan at a 120.4% level as follows: Mr. Hagan—$270,459; Mr. Zinser—$187,349; Mr. Jonker—$100,498; Mr. Goff—$98,824; and Mr. Hovenier—$90,261. In connection with this determination, our board of directors excluded certain one-time expenses and net income benefits.

        In addition to the 2010 management incentive plan bonuses, in January 2011, the compensation committee and board of directors considered the outstanding promissory note that we had accepted from our Chief Executive Officer when he purchased 290,000 shares of our common stock in January 2002 and determined to forgive the outstanding principal and accrued interest. As of the date of forgiveness, the aggregate principal and accrued interest totaled approximately $103,000. Mr. Hagan paid the applicable withholding taxes owed in connection with forgiveness of the note by delivering a check to us for the full amount. The committee and the board of directors determined that it was appropriate to forgive the amount outstanding under the note, in part in recognition of Mr. Hagan's performance over the prior years, and in part because a law enacted after issuance of the note requires that the note be paid in full many months prior to the date on which there will be a public trading market for our common stock.

        In March 2011, our compensation committee and board of directors approved a management incentive compensation plan that is largely consistent with our prior years' plans. The financial objectives include revenue, free cash flow, adjusted EBITDA, and net income. Although we did not include a strategic objective, the aggregate target bonuses as a percentage of base salary for our named executive officers remained the same as 2010, except that Mr. Hagan's aggregate target bonus was increased from 80% to 95% of his base salary.

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    Stock Options

        We believe that equity-based awards encourage our named executive officers to focus on the long-term performance of our business. Our board of directors grants equity awards to executives and other employees in order to enable them to participate in the long-term appreciation of our stock price. Additionally, we believe our equity awards provide an important retention tool for our named executive officers, as they are subject to multi-year vesting. To date, we have not adopted stock ownership guidelines for our named executive officers.

        Our equity incentive plan has been the principal method for our named executive officers to acquire equity or equity-based interests in the company. We historically granted equity-based awards in the form of stock options, including options granted at the commencement of employment and additional awards, generally each year. For information regarding vesting acceleration provisions applicable to the options held by our named executive officers, see "Executive Compensation—Potential Payments Upon Termination or Change of Control."

        The size of the initial option grant made to each named executive officer upon joining our company is primarily based on competitive conditions applicable to the named executive officer's specific position. We also consider the number of shares underlying options granted to other executives in comparable positions within our company using a model that considers options awarded as a percentage of shares outstanding. For subsequent option grants to our named executive officers, our compensation committee receives input from our Chief Executive Officer and expects to receive input from its compensation consultants in the future.

        In recent years, our named executive officers have received a new hire option grant that vests with respect to 25% of the shares when the holder completes 12 months of continuous service after the initial vesting date and with respect to the balance in a series of 36 successive equal monthly installments thereafter. In the event we are acquired before the holder's service with us terminates, an additional 50% of the then unvested shares subject to the option vest. If the holder's service terminates under certain circumstances within 12 months following the date of an acquisition, then the shares subject to the option will be 100% vested as of the date of the termination of service. We refer to this as our standard vesting schedule. Subsequent grants are generally made on an annual basis, or in recognition of a promotion or extraordinary performance, and generally vest on our standard vesting schedule. In order to retain and motivate employees, we attempt to ensure that our executives have a sufficient number of unvested options that will help the individual remain focused on our long-term objectives. All options are granted with an exercise price equal to the fair market value of our common stock on the date of grant, as determined in good faith by our board of directors. For more information, see "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        In March 2011, our board of directors reviewed the total equity holdings of all of our employees, including our named executive officers. Based on that review, our board of directors determined that, given their lengthy tenure, our named executive officers were already substantially vested in their existing options, therefore we provided incentive value beyond the date of this offering.

        As a result, our board of directors committed to grant a significant number of options to all employees, including our named executive officers. Such options will become effective upon the closing of this offering, have an exercise price equal to the public offering price on the cover page of this prospectus, and vest over a period of five years, with no vesting during the first year.

        The number of options to be granted to our named executive officers is as follows: Mr. Hagan—377,777 shares; Mr. Zinser—266,666 shares; Mr. Jonker—266,666 shares; Mr. Goff—155,555 shares; and Mr. Hovenier—133,333 shares. In determining the level of these grants, our board of directors considered the total number of vested and unvested options held by each officer, the officer's

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performance within his specific role at the company, and the total number of shares to be granted to all employees.

        In light of these option grants, we do not anticipate granting a significant number of additional options to our existing named executive officers prior to 2014. For further information regarding our equity compensation programs, see "Executive Compensation—Equity Plans—2011 Equity Incentive Plan."

        We do not have, nor do we plan to establish, any program, plan or practice to time stock option grants in coordination with releasing material non-public information, nor do we have any established grant schedule.

    Severance and Change of Control Benefits

        We have entered into an employment agreement that provides specified benefits to Mr. Hagan, including salary continuation and vesting acceleration of equity awards in the event that he experiences an involuntary termination of employment under specified circumstances prior to and following a change of control. Likewise, our employment agreement with Mr. Zinser provides for salary continuation and partial vesting acceleration of stock options in the event that he experiences an involuntary termination of employment without cause.

        Our board of directors believes that it is necessary to offer senior members of our executive team severance benefits to ensure that they remain focused on executing our strategic plans, including in the event of a proposed or actual acquisition. In connection with this offering, we have entered into new employment agreements with our named executive officers to provide them with additional severance benefits upon an involuntary termination of employment under specified circumstances prior to and following a change of control. The terms of these agreements are described below in "—Severance or Employment Agreements."

    Perquisites

        We do not provide any perquisites or other personal benefits to our named executive officers.

    Benefits

        We provide the following benefits, which we believe are typical of the companies with which we compete for employees, to our named executive officers on the same basis provided to all of our employees:

    health, dental and vision insurance;

    life insurance and accidental death and dismemberment insurance;

    a 401(k) plan;

    an employee assistance plan;

    short and long-term disability insurance;

    a medical and dependent care flexible spending account; and

    a health savings account.

Tax Considerations

        We have not provided any executive officer or director with a gross-up or other reimbursement for tax amounts the executive might pay pursuant to Section 280G or Section 409A of the Internal Revenue Code, or code. Section 280G of the code provides that executive officers, directors who hold

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significant stockholder interests and other specified service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A of the code also imposes additional significant taxes should an executive officer, director or other service provider receive deferred compensation that does not meet the requirements of Section 409A.

        Section 162(m) of the code disallows a deduction for any publicly-held corporation for individual compensation exceeding $1.0 million in any taxable year for the Chief Executive Officer and certain other highly compensated officers, unless the compensation is performance based, as defined by Section 162(m). In addition to salary and bonus compensation, upon the exercise of stock options that are not treated as incentive stock options, the excess of the current market price over the option price, or option spread, is treated as compensation and accordingly, in any year, such exercise may cause an officer's total compensation to exceed $1.0 million. Option spread compensation from options that meet specified requirements will not be subject to the $1.0 million cap on deductibility, and in the past we have granted options that we believe met those requirements. Additionally, under a special Section 162(m) exception, any compensation paid pursuant to a compensation plan in existence before the effective date of this public offering will not be subject to the $1.0 million limitation until the earliest of the expiration of the plan, a material modification of the plan, issuance of all the employer stock and other compensation provided for by the plan, or the first meeting of stockholders at which directors are elected after the close of the third calendar year following the year in which this offering occurs. While our compensation committee cannot predict how the deductibility limit may impact our compensation program in future years, the compensation committee intends to maintain an approach to executive compensation that strongly links pay to performance. In addition, while the compensation committee has not adopted a formal policy regarding tax deductibility of compensation paid to our named executive officers, the compensation committee intends to consider tax deductibility under Section 162(m) as a factor in future compensation decisions.

Effect of Financial Restatement on Certain Compensation

        The compensation committee has not adopted a policy as to whether or not we will make retroactive adjustments to or require recovery of any cash or equity-based incentive compensation paid to the named executive officers (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement. We will comply with applicable laws and regulations requiring any such adjustments to or recovery of incentive compensation in connection with a financial restatement.

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2010 Summary Compensation Table

        The following table provides information concerning the compensation paid to our principal executive officer, principal financial officer, and our next three most highly compensated executive officers during 2010. We refer to these individuals as our named executive officers.

Name and Principal Position
  Year   Salary
($)
  Non-Equity
Incentive Plan
Compensation
($)
  All Other
Compensation
($)