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8-K - 8-K - BOINGO WIRELESS, INC.a17-7775_18k.htm

Exhibit 99.1

 

PRESS RELEASE

 

Boingo Wireless Reports Strong Fourth Quarter and Full Year 2016 Financial Results

 

·              Record year; 38 new venue wins, 43 Tier 1 carrier contracts signed and 8,300 new DAS nodes deployed

 

·              Record annual revenue of $159.3 million increased 14.1% year-over-year

 

LOS ANGELES — March 7, 2017 — Boingo Wireless (NASDAQ: WIFI), the leading distributed antenna system (DAS) and Wi-Fi provider that serves consumers, carriers and advertisers worldwide, today announced the Company’s financial results for the fourth quarter and full year ended December 31, 2016.

 

Fourth Quarter 2016 Financial Highlights

 

·                  Revenue of $45.0 million increased 16.0% compared to $38.8 million in the fourth quarter of 2015. Growth was driven by strength in both DAS and military.

 

·                  DAS revenue of $17.2 million increased 48.6% compared to $11.6 million in the fourth quarter of 2015. DAS revenue for the quarter was comprised of $11.1 million of build-out project revenue and $6.1 million of access fee revenue.

 

·                  Military revenue of $11.0 million increased 59.6% compared to $6.9 million in the fourth quarter of 2015.

 

·                  Net loss attributable to common stockholders was $(4.4) million, or $(0.11) per diluted share, compared to a net loss of $(3.7) million, or $(0.10) per diluted share, in the fourth quarter of 2015.

 

·                  Adjusted EBITDA of $14.3 million increased 30.5% compared to $11.0 million in the fourth quarter of 2015. Adjusted EBITDA, which is a non-GAAP financial measure, is defined below and is reconciled to net loss attributable to common stockholders, the most comparable measure under GAAP, in the schedule entitled “Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA.”

 

Full Year 2016 Financial Highlights

 

·                  Revenue of $159.3 million increased 14.1% compared to $139.6 million in 2015. Growth was driven by strength in both DAS and military.

 

·                  DAS revenue of $58.2 million increased 25.2% compared to $46.5 million in 2015. DAS revenue for the year was comprised of $37.9 million of build-out project revenue and $20.3 million of access fee revenue.

 

·                  Military revenue of $40.0 million increased 100.9% compared to $19.9 million in 2015.

 

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·                  Net loss attributable to common stockholders was $(27.3) million, or $(0.72) per diluted share, compared to a net loss of $(22.3) million, or $(0.60) per diluted share, in 2015.

 

·                  Adjusted EBITDA of $40.8 million increased 37.7% compared to $29.6 million in 2015.

 

·                  Net cash provided by operating activities was $115.2 million compared to $98.6 million in 2015.

 

·                  Free cash flow was $7.9 million compared to $(4.5) million in 2015. Free cash flow, which is a non-GAAP financial measure, is defined below and is reconciled to net cash provided by operating activities, the most comparable measure under GAAP, in the schedule entitled “Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flows.”

 

Business Highlights

 

·                  Boingo Broadband high-speed Wi-Fi and IPTV services covered 312,000 beds on 58 military bases as of December 31, 2016 compared to 286,000 beds on 55 military bases as of September 30, 2016. Subscriber penetration improved to 34.3% from 30.1% in the third quarter of 2016.

 

·                  The Company delivered a record year with the signing of 38 new venues and 43 Tier 1 carrier contracts.

 

·                  The Company announced an agreement with MasterCard as its second major brand for Comes With Boingo, providing Boingo Wi-Fi access to millions of card holders worldwide.

 

Management Commentary

 

“2016 was an incredible, milestone year for Boingo as it was our largest venue acquisition year ever,” commented David Hagan, Chief Executive Officer of Boingo Wireless. “We signed 38 new venues to the Boingo network in 2016 and signed 43 Tier 1 carrier agreements. These accomplishments enabled us to deliver an all-time revenue high of $159.3 million, marking our third consecutive year of double-digit revenue growth.”

 

Mr. Hagan continued, “Our strong financial results were driven by solid progress on DAS, military and carrier offload. Our DAS business remains robust with 19,200 nodes live at the end of the year with another 8,600 in backlog. Further, we completed the military build-out, finishing the year with 312,000 beds on 58 Army, Air Force, and Marine bases around the world. We anticipate adding approximately 20,000 new beds, primarily on existing bases, in the coming year. We also expanded carrier offload services for our second Tier 1 carrier to five airports and expect to continue the rollout of additional venues throughout 2017.”

 

Business Outlook

 

Boingo Wireless is initiating guidance for the first quarter ending March 31, 2017 and for the full year ending December 31, 2017, as follows:

 

First Quarter 2017

 

·                  Revenue is expected to be in the range of $39.5 million to $43.5 million.

 

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·                  Net loss attributable to common stockholders is expected to be in the range of $(10.0) million to $(7.0) million, or a net loss of $(0.26) to $(0.18) per diluted share.

 

·                  Adjusted EBITDA is expected to be in the range of $8.5 million to $11.5 million. Adjusted EBITDA, which is a non-GAAP financial measure, is defined below and is reconciled to net loss attributable to common stockholders, the most comparable measure under GAAP, in the schedule entitled “Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA — Guidance.”

 

Full Year 2017

 

·                  Revenue is expected to be in the range of $180.0 million to $188.0 million.

 

·                  Net loss attributable to common stockholders is expected to be in the range of $(29.0) million to $(25.0) million, or a net loss of $(0.74) to $(0.64) per diluted share.

 

·                  Adjusted EBITDA is expected to be in the range of $51.0 million to $56.0 million.

 

Conference Call Information

 

Members of Boingo Wireless’ management will host a conference call to discuss its fourth quarter and full year 2016 financial results beginning at 4:30 p.m. ET (1:30 p.m. PT), today, March 7, 2017. To participate in the conference call, investors from the U.S. and Canada should dial (877) 407-0789 and enter the passcode: 13654793 ten minutes prior to the scheduled start time. International callers should dial +1 (201) 689-8562 and enter the same passcode. The conference call will be broadcast live over the Internet in the Investor Relations section of the Company’s website at http://investors.boingo.com. In addition, a supplement reflecting the Company’s key business metrics will be made available in the Investor Relations section of the Company’s website. The supplement and webcast will be archived online upon completion of the conference call.

 

Use of Non-GAAP Financial Measures

 

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

 

The Company defines Adjusted EBITDA as net loss attributable to common stockholders plus depreciation and amortization of property and equipment, stock-based compensation expense, amortization of intangible assets, income tax expense, interest and other expense, net, non-controlling interests, and excludes charges or gains that are nonrecurring, infrequent, or unusual. Boingo Wireless believes Adjusted EBITDA is useful to investors in evaluating its operating performance. Boingo’s management uses Adjusted EBITDA in conjunction with accounting principles generally accepted in the United States, or GAAP, and other operating performance measures as part of its overall assessment of the Company’s performance for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its board of directors concerning its financial performance. Adjusted EBITDA should not be considered as an alternative financial measure to net loss attributable to common stockholders, which is the most directly comparable financial measure calculated in accordance with GAAP, or any other measure of financial performance calculated in accordance with GAAP. Adjusted EBITDA excludes charges related to the Company’s contested proxy election for the 2016 annual meeting of stockholders because they represent non-recurring charges and are not indicative of the underlying performance of the Company’s business operations.

 

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

 

About Boingo Wireless

 

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

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These forward-looking statements include the quotations from management in this press release, as well as any statements regarding Boingo’s strategic plans, future guidance and future growth opportunities. Forward-looking statements are based on the Company’s current expectations and assumptions regarding its business, the economy and other future conditions. Since forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. The Company’s actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the Company’s ability to maintain its existing relationships and establish new relationships with venue partners, its ability to complete build-outs and sign venue contracts, its ability to maintain revenue growth and achieve profitability, its ability to execute on its strategic and business plans, its ability to successfully compete with new technologies and adapt to changes in the wireless industry, as well as other risks and uncertainties described more fully in documents filed with or furnished to the Securities and Exchange Commission (SEC), including Boingo’s Form 10-K for the year ended December 31, 2015 filed with the SEC on March 11, 2016, Form 10-Q for the quarter ended March 31, 2016 filed with the SEC on May 9, 2016, Form 10-Q for the quarter ended June 30, 2016 filed with the SEC on August 8, 2016, and Form 10-Q for the quarter ended September 30, 2016 filed with the SEC on November 7, 2016, which the Company incorporates by reference into this press release. Any forward-looking statement made by Boingo in this press release speaks only as of the date on which it is made. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for Boingo to predict all of them. Boingo undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

 

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

 

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Boingo Wireless, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended 
December 31,

 

Year Ended
 December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenue

 

$

44,974

 

$

38,771

 

$

159,344

 

$

139,626

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

19,537

 

15,837

 

69,112

 

62,988

 

Network operations

 

10,741

 

9,377

 

42,307

 

33,537

 

Development and technology

 

6,112

 

5,169

 

22,126

 

19,147

 

Selling and marketing

 

4,626

 

5,663

 

18,729

 

19,653

 

General and administrative

 

7,166

 

5,362

 

29,719

 

22,356

 

Amortization of intangible assets

 

866

 

867

 

3,448

 

3,576

 

Total costs and operating expenses

 

49,048

 

42,275

 

185,441

 

161,257

 

Loss from operations

 

(4,074

)

(3,504

)

(26,097

)

(21,631

)

Interest and other expense, net

 

(160

)

(16

)

(459

)

(66

)

Loss before income taxes

 

(4,234

)

(3,520

)

(26,556

)

(21,697

)

Income tax (benefit) expense

 

(30

)

80

 

427

 

481

 

Net loss

 

(4,204

)

(3,600

)

(26,983

)

(22,178

)

Net income attributable to non-controlling interests

 

168

 

54

 

348

 

114

 

Net loss attributable to common stockholders

 

$

(4,372

)

$

(3,654

)

$

(27,331

)

$

(22,292

)

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.11

)

$

(0.10

)

$

(0.72

)

$

(0.60

)

Diluted

 

$

(0.11

)

$

(0.10

)

$

(0.72

)

$

(0.60

)

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

 

 

 

 

 

 

 

 

 

Basic

 

38,406

 

37,228

 

38,025

 

36,849

 

Diluted

 

38,406

 

37,228

 

38,025

 

36,849

 

 

5



 

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

 

 

December 31,

 

 

 

2016

 

2015

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

19,485

 

$

14,718

 

Accounts receivable, net

 

42,978

 

43,552

 

Prepaid expenses and other current assets

 

5,344

 

3,876

 

Total current assets

 

67,807

 

62,146

 

Property and equipment, net

 

250,765

 

214,500

 

Goodwill

 

42,403

 

42,403

 

Intangible assets, net

 

13,783

 

16,055

 

Other assets

 

6,223

 

5,908

 

Total assets

 

$

380,981

 

$

341,012

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

15,516

 

$

29,376

 

Accrued expenses and other liabilities

 

27,723

 

36,177

 

Deferred revenue

 

50,869

 

25,759

 

Current portion of long-term debt

 

1,094

 

875

 

Current portion of capital leases and notes payable

 

3,993

 

1,761

 

Total current liabilities

 

99,195

 

93,948

 

Deferred revenue, net of current portion

 

152,719

 

106,825

 

Long-term debt

 

15,875

 

16,750

 

Long-term portion of capital leases and notes payable

 

4,612

 

2,336

 

Deferred tax liabilities

 

3,208

 

2,965

 

Other liabilities

 

6,826

 

6,153

 

Total liabilities

 

282,435

 

228,977

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

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

 

 

 

Common stock, $0.0001 par value; 100,000 shares authorized; 38,562 and 37,325 shares issued and outstanding for 2016 and 2015, respectively

 

4

 

4

 

Additional paid-in capital

 

211,275

 

197,612

 

Accumulated deficit

 

(112,601

)

(85,176

)

Accumulated other comprehensive loss

 

(870

)

(1,160

)

Total common stockholders’ equity

 

97,808

 

111,280

 

Non-controlling interests

 

738

 

755

 

Total stockholders’ equity

 

98,546

 

112,035

 

Total liabilities and stockholders’ equity

 

$

380,981

 

$

341,012

 

 

6



 

Boingo Wireless, Inc.

Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Net loss attributable to common stockholders

 

$

(4,372

)

$

(3,654

)

$

(27,331

)

$

(22,292

)

Depreciation and amortization of property and equipment

 

14,401

 

10,394

 

49,202

 

38,293

 

Stock-based compensation expense

 

3,115

 

3,208

 

12,805

 

9,398

 

Amortization of intangible assets

 

866

 

867

 

3,448

 

3,576

 

Income tax (benefit) expense

 

(30

)

80

 

427

 

481

 

Interest and other expense, net

 

160

 

16

 

459

 

66

 

Non-controlling interests

 

168

 

54

 

348

 

114

 

Contested proxy election expense

 

 

 

1,440

 

 

Adjusted EBITDA

 

$

14,308

 

$

10,965

 

$

40,798

 

$

29,636

 

 

7



 

Boingo Wireless, Inc.

Reconciliation of Net Loss Attributable to Common Stockholders to Adjusted EBITDA - Guidance

(Unaudited)

(In millions)

 

 

 

Three Months Ended
March 31, 2017

 

Year Ended
December 31, 2017

 

 

 

Low

 

High

 

Low

 

High

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(10.0

)

$

(7.0

)

$

(29.0

)

$

(25.0

)

Depreciation and amortization of property and equipment

 

14.3

 

 

 

63.0

 

64.0

 

Stock-based compensation expense

 

3.0

 

 

 

12.0

 

 

 

Amortization of intangible assets

 

0.9

 

 

 

3.6

 

 

 

Income tax expense and interest and other expense, net

 

0.2

 

 

 

0.9

 

 

 

Non-controlling interests

 

0.1

 

 

 

0.5

 

 

 

Adjusted EBITDA

 

$

8.5

 

$

11.5

 

$

51.0

 

$

56.0

 

 

8



 

Boingo Wireless, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

Net loss

 

$

(4,204

)

$

(3,600

)

$

(26,983

)

$

(22,178

)

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization of property and equipment

 

14,401

 

10,394

 

49,202

 

38,293

 

Amortization of intangible assets

 

866

 

867

 

3,448

 

3,576

 

Bad debt expense

 

163

 

66

 

116

 

304

 

Impairment loss

 

17

 

51

 

66

 

242

 

Stock-based compensation

 

3,115

 

3,208

 

12,805

 

9,398

 

Change in fair value of contingent consideration

 

 

 

 

(114

)

Change in deferred income taxes

 

(21

)

35

 

303

 

320

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Accounts receivable

 

988

 

6,736

 

526

 

(16,050

)

Prepaid expenses and other assets

 

1,347

 

(649

)

(835

)

(3,459

)

Accounts payable

 

(3,929

)

1,423

 

(465

)

3,845

 

Accrued expenses and other liabilities

 

1,999

 

(470

)

6,017

 

4,569

 

Deferred revenue

 

6,865

 

30,664

 

71,005

 

79,829

 

Net cash provided by operating activities

 

21,607

 

48,725

 

115,205

 

98,575

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

(15,226

)

(39,687

)

(107,271

)

(103,116

)

Proceeds from sales of marketable securities

 

 

 

 

1,614

 

Payments for asset and business acquisitions

 

(60

)

 

(60

)

 

Net cash used in investing activities

 

(15,286

)

(39,687

)

(107,331

)

(101,502

)

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

Proceeds from credit facility

 

 

 

5,000

 

20,000

 

Principal payments on credit facility

 

 

(437

)

(5,656

)

(5,875

)

Debt issuance costs

 

 

(62

)

(124

)

(62

)

Proceeds from exercise of stock options

 

1,003

 

126

 

2,984

 

1,373

 

Payments of capital leases and notes payable

 

(323

)

(387

)

(2,212

)

(814

)

Payment of holdback consideration

 

 

(1,600

)

 

(1,600

)

Payment of other acquisition related consideration

 

 

 

 

(17

)

Payments of withholding tax on net issuance of restricted stock units

 

(715

)

(528

)

(2,827

)

(2,512

)

Payments to non-controlling interest

 

 

 

(286

)

(500

)

Purchase of non-controlling interests

 

 

 

 

(1,150

)

Net cash (used in) provided by financing activities

 

(35

)

(2,888

)

(3,121

)

8,843

 

Effect of exchange rates on cash.

 

(1

)

12

 

14

 

(47

)

Net increase (decrease) in cash and cash equivalents

 

6,285

 

6,162

 

4,767

 

5,869

 

Cash and cash equivalents at beginning of period

 

13,200

 

8,556

 

14,718

 

8,849

 

Cash and cash equivalents at end of period

 

$

19,485

 

$

14,718

 

$

19,485

 

$

14,718

 

 

9



 

Boingo Wireless, Inc.

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

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Net cash provided by operating activities

 

$

21,607

 

$

48,725

 

$

115,205

 

$

98,575

 

Purchases of property and equipment, net

 

(15,226

)

(39,687

)

(107,271

)

(103,116

)

Free cash flows

 

$

6,381

 

$

9,038

 

$

7,934

 

$

(4,541

)

 

10



 

Boingo Wireless, Inc.

Revenue Summary

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Revenue:

 

 

 

 

 

 

 

 

 

DAS

 

$

17,225

 

$

11,592

 

$

58,182

 

$

46,455

 

Military

 

11,006

 

6,895

 

39,975

 

19,898

 

Retail

 

6,536

 

7,155

 

26,636

 

31,763

 

Wholesale—Wi-Fi

 

6,190

 

6,827

 

22,221

 

21,923

 

Advertising and other

 

4,017

 

6,302

 

12,330

 

19,587

 

Total revenue

 

$

44,974

 

$

38,771

 

$

159,344

 

$

139,626

 

 

11



 

Boingo Wireless, Inc.

Key Business Metrics

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2016

 

2015

 

2016

 

2015

 

Key business metrics:

 

 

 

 

 

 

 

 

 

DAS nodes(1)

 

19.2

 

10.9

 

19.2

 

10.9

 

DAS nodes in backlog(2)

 

8.6

 

4.9

 

8.6

 

4.9

 

Subscribers—military(3)

 

107

 

57

 

107

 

57

 

Subscribers—retail(3)

 

195

 

204

 

195

 

204

 

Connects(4)

 

40,287

 

28,919

 

142,802

 

105,335

 

 


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

 

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

 

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

 

(4)                                 This metric shows how often individuals connect to the Company’s global Wi-Fi network in a given period. The connects include retail and wholesale customers in both customer pay locations and customer free locations where Boingo is a paid service provider or receives revenue sponsorship or promotion fees. The Company counts each connect as a single connect regardless of how many times that individual accesses the network at a given venue during their 24 hour period. This measure is an indicator of paid activity throughout Boingo’s network.

 

CONTACTS:

 

PRESS:

Lauren de la Fuente

Vice President, Marketing and Communications

ldelafuente@boingo.com

(310) 405-8517

 

INVESTORS:

Kimberly Orlando

ADDO Investor Relations

korlando@addoir.com

(310) 829-5400

 

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