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8-K - 8-K - BOINGO WIRELESS, INC.a18-7175_18k.htm

Exhibit 99.1

 

PRESS RELEASE

 

 

Boingo Wireless Reports Record Fourth Quarter and Full Year 2017 Financial Results

 

—     Record annual revenue of $204.4 million increased 28.3% year-over-year

—     Added 36 new venues and signed 43 Tier 1 carrier contracts in 2017

—     Deployed 4,300 new DAS nodes in 2017 with 11,200 nodes in backlog

 

LOS ANGELES — February 27, 2018 — Boingo Wireless (NASDAQ: WIFI), the leading distributed antenna system (DAS) and Wi-Fi provider that serves carriers, consumers and advertisers worldwide, today announced the Company’s financial results for the fourth quarter and full year ended December 31, 2017.

 

Fourth Quarter 2017 Financial Highlights

 

·                  Revenue of $57.3 million increased 27.5% compared to $45.0 million in the fourth quarter of 2016. Growth was driven by strength in wholesale Wi-Fi, DAS and military.

 

·                  Wholesale Wi-Fi revenue of $9.1 million increased 46.9% compared to $6.2 million in the fourth quarter of 2016.

 

·                  DAS revenue of $24.0 million increased 39.3% compared to $17.2 million in the fourth quarter of 2016. DAS revenue for the quarter was comprised of $18.0 million of build-out project revenue and $6.0 million of access fee revenue.

 

·                  Military revenue of $15.1 million increased 37.2% compared to $11.0 million in the fourth quarter of 2016.

 

·                  Net loss attributable to common stockholders was $(1.0) million, or $(0.02) per diluted share, compared to a net loss of $(4.4) million, or $(0.11) per diluted share, in the fourth quarter of 2016.

 

·                  Adjusted EBITDA of $20.4 million increased 42.7% compared to $14.3 million in the fourth quarter of 2016. 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.”

 

·                  Net cash provided by operating activities of $30.3 million increased 40.3% compared to $21.6 million in the fourth quarter of 2016.

 

·                  Free cash flow of $11.7 million increased 83.2% compared to $6.4 million in the fourth quarter of 2016. Free cash flow, which is a non-GAAP financial measure, is defined below and is reconciled to net cash provided by operating activities, the most comparable measure under GAAP, in the schedule entitled “Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flows.”

 

1



 

Full Year 2017 Financial Highlights

 

·                  Revenue of $204.4 million increased 28.3% compared to $159.3 million in 2016. Growth was driven by strength in wholesale Wi-Fi, DAS and military.

 

·                  Wholesale Wi-Fi revenue of $31.5 million increased 41.9% compared to $22.2 million in 2016.

 

·                  DAS revenue of $80.6 million increased 38.4% compared to $58.2 million in 2016. DAS revenue for the year was comprised of $58.4 million of build-out project revenue and $22.2 million of access fee revenue.

 

·                  Military revenue of $55.1 million increased 37.9% compared to $40.0 million in 2016.

 

·                  Net loss attributable to common stockholders was $(19.4) million, or $(0.49) per diluted share, compared to a net loss of $(27.3) million, or $(0.72) per diluted share, in 2016.

 

·                  Adjusted EBITDA of $68.9 million increased 68.9% compared to $40.8 million in 2016.

 

·                  Net cash provided by operating activities was $97.7 million compared to $115.2 million in 2016.

 

·                  Free cash flow of $24.4 million increased 207.8% compared to $7.9 million in 2016.

 

Business Highlights

 

·                  The Company delivered a record year with 36 new venue locations added and 43 Tier 1 carrier contracts signed. As of December 31, 2017, there were 23,500 DAS nodes live with another 11,200 nodes in backlog.

 

·                  The Company rolled out carrier offload services to the majority of its domestic military bases and airport venue locations in 2017 with at least one or two carrier customers per location.

 

·                  The Company deployed wireless infrastructure to cover an additional 18,000 military beds in 2017, bringing the total footprint to 330,000 military beds on 62 military bases.

 

Management Commentary

 

“2017 was an incredible year for Boingo as we delivered record results with an all-time revenue high of $204.4 million, representing 28% growth over 2016,” commented David Hagan, Chief Executive Officer of Boingo Wireless. “Our strong performance exceeded the high-end of our guidance range and was fueled by growth in DAS, military and carrier offload. In addition, the fourth quarter of 2017 marked 13 consecutive quarters of double-digit revenue growth and ten consecutive quarters of year-over-year adjusted EBITDA margin expansion. We added 36 new venues to the Boingo network in 2017 and signed 43 Tier 1 carrier agreements. We have 84 DAS venues yet to be deployed, which is more than two times the amount of our 38 DAS venues that are live today. We were also pleased to have made additional traction with carrier offload by rolling out offload services to the majority of our domestic military bases and airport venue locations in 2017.”

 

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Mr. Hagan continued, “Looking ahead, in addition to our key priorities of DAS, military and carrier offload, we are very focused on venue based, small cell deployments. We believe there is a massive addressable market and we expect small cells to deliver growth for many years to come.”

 

Business Outlook

 

Boingo Wireless is initiating guidance for the first quarter ending March 31, 2018 and for the full year ending December 31, 2018, as follows:

 

First Quarter 2018

·                  Revenue is expected to be in the range of $50.0 million to $54.0 million.

·                  Net loss attributable to common stockholders is expected to be in the range of $(8.0) million to $(5.0) million, or a net loss of $0.20 to $0.12 per diluted share.

·                  Adjusted EBITDA is expected to be in the range of $14.0 million to $17.0 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 2018

·                  Revenue is expected to be in the range of $227.0 million to $234.0 million.

·                  Net loss attributable to common stockholders is expected to be in the range of $(20.0) million to $(15.0) million, or a net loss of $(0.48) to $(0.36) per diluted share.

·                  Adjusted EBITDA is expected to be in the range of $77.0 million to $82.0 million.

 

Conference Call Information

 

Members of Boingo Wireless’ management will host a conference call to discuss its fourth quarter and full year 2017 financial results beginning at 4:30 p.m. ET (1:30 p.m. PT), today, February 27, 2018. To participate in the conference call, investors from the U.S. and Canada should dial (877) 407-9716 and enter the passcode: 13675029 ten minutes prior to the scheduled start time. International callers should dial +1 (201) 493-6779 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 flow as supplemental measures of its performance.

 

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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 (benefit) 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 for 2017 excludes settlement expense related to a claim from one of the Company’s venue partners and Adjusted EBITDA for 2016 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.

 

The Company defines free cash flow as net cash provided by operating activities, less purchases of property and equipment. Boingo Wireless believes that free cash flow 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 flow 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. Our vast footprint of DAS, Wi-Fi and small cells reaches more than a billion people annually, making Boingo one of the largest providers of indoor wireless networks. You’ll find Boingo connecting people at airports, stadiums, military bases, convention centers, and commercial properties. To learn more about the Boingo story, visit www.boingo.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains “forward-looking statements” that involves risks, uncertainties and assumptions. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects” and similar references to future periods. These forward-looking statements include the quotations from management in this press release, as well as any statements regarding Boingo’s strategic plans, 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, the impact to the Company’s consolidated financial statements from the adoption of Financial Accounting Standards Board Accounting Standards Codification 606, Revenue from Contracts with Customers, its ability to

 

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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, 2016 filed with the SEC on March 13, 2017, Form 10-Q for the quarter ended March 31, 2017 filed with the SEC on May 8, 2017, Form 10-Q for the quarter ended June 30, 2017 filed with the SEC on August 4, 2017, and Form 10-Q for the quarter ended September 30, 2017 filed with the SEC on November 8, 2017, 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,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

57,348

 

$

44,974

 

$

204,369

 

$

159,344

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Network access

 

26,047

 

19,537

 

90,702

 

69,112

 

Network operations

 

13,059

 

10,741

 

47,615

 

42,307

 

Development and technology

 

6,940

 

6,112

 

26,754

 

22,126

 

Selling and marketing

 

5,745

 

4,626

 

20,933

 

18,729

 

General and administrative

 

8,196

 

7,166

 

35,568

 

29,719

 

Amortization of intangible assets

 

825

 

866

 

3,498

 

3,448

 

Total costs and operating expenses

 

60,812

 

49,048

 

225,070

 

185,441

 

Loss from operations

 

(3,464

)

(4,074

)

(20,701

)

(26,097

)

Interest and other expense, net

 

(27

)

(160

)

(153

)

(459

)

Loss before income taxes

 

(3,491

)

(4,234

)

(20,854

)

(26,556

)

Income tax (benefit) expense

 

(2,585

)

(30

)

(2,078

)

427

 

Net loss

 

(906

)

(4,204

)

(18,776

)

(26,983

)

Net income attributable to non-controlling interests

 

113

 

168

 

590

 

348

 

Net loss attributable to common stockholders

 

$

(1,019

)

$

(4,372

)

$

(19,366

)

$

(27,331

)

 

 

 

 

 

 

 

 

 

 

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.02

)

$

(0.11

)

$

(0.49

)

$

(0.72

)

Diluted

 

$

(0.02

)

$

(0.11

)

$

(0.49

)

$

(0.72

)

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Basic

 

40,887

 

38,406

 

39,824

 

38,025

 

Diluted

 

40,887

 

38,406

 

39,824

 

38,025

 

 

6



 

Boingo Wireless, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(In thousands, except per share amounts)

 

 

 

December 31,

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

26,685

 

$

19,485

 

Accounts receivable, net

 

26,148

 

42,978

 

Prepaid expenses and other current assets

 

6,369

 

5,344

 

Total current assets

 

59,202

 

67,807

 

Property and equipment, net

 

262,359

 

250,765

 

Goodwill

 

42,403

 

42,403

 

Intangible assets, net

 

10,263

 

13,783

 

Other assets

 

10,082

 

6,223

 

Total assets

 

$

384,309

 

$

380,981

 

Liabilities and stockholders’ equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

11,589

 

$

15,516

 

Accrued expenses and other liabilities

 

42,405

 

27,723

 

Deferred revenue

 

78,153

 

50,869

 

Current portion of long-term debt

 

875

 

1,094

 

Current portion of capital leases and notes payable

 

5,771

 

3,993

 

Total current liabilities

 

138,793

 

99,195

 

Deferred revenue, net of current portion

 

132,723

 

152,719

 

Long-term debt

 

 

15,875

 

Long-term portion of capital leases and notes payable

 

6,747

 

4,612

 

Deferred tax liabilities

 

1,004

 

3,208

 

Other liabilities

 

6,012

 

6,826

 

Total liabilities

 

285,279

 

282,435

 

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; 40,995 and 38,562 shares issued and outstanding for 2017 and 2016, respectively

 

4

 

4

 

Additional paid-in capital

 

230,679

 

211,275

 

Accumulated deficit

 

(131,967

)

(112,601

)

Accumulated other comprehensive loss

 

(898

)

(870

)

Total common stockholders’ equity

 

97,818

 

97,808

 

Non-controlling interests

 

1,212

 

738

 

Total stockholders’ equity

 

99,030

 

98,546

 

Total liabilities and stockholders’ equity

 

$

384,309

 

$

380,981

 

 

7



 

Boingo Wireless, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

 

For the Year Ended
December 31,

 

 

 

2017

 

2016

 

Cash flows from operating activities

 

 

 

 

 

Net loss

 

$

(18,776

)

$

(26,983

)

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

 

 

 

 

 

Depreciation and amortization of property and equipment

 

69,097

 

49,202

 

Amortization of intangible assets

 

3,498

 

3,448

 

Bad debt expense

 

773

 

116

 

Other

 

86

 

 

Impairment loss and loss on disposal of fixed assets, net

 

1,158

 

66

 

Stock-based compensation

 

14,215

 

12,805

 

Change in deferred income taxes

 

(2,575

)

303

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

16,046

 

526

 

Prepaid expenses and other assets

 

(841

)

(835

)

Accounts payable

 

(1,554

)

(465

)

Accrued expenses and other liabilities

 

9,313

 

6,017

 

Deferred revenue

 

7,288

 

71,005

 

Net cash provided by operating activities

 

97,728

 

115,205

 

Cash flows from investing activities

 

 

 

 

 

Purchases of property and equipment

 

(73,308

)

(107,271

)

Payments for asset acquisitions

 

(1,150

)

(60

)

Net cash used in investing activities

 

(74,458

)

(107,331

)

Cash flows from financing activities

 

 

 

 

 

Proceeds from credit facility

 

 

5,000

 

Principal payments on credit facility

 

(16,094

)

(5,656

)

Proceeds from exercise of stock options

 

9,244

 

2,984

 

Debt issuance costs

 

 

(124

)

Payments of capital leases and notes payable

 

(4,207

)

(2,212

)

Payments of withholding tax on net issuance of restricted stock units

 

(4,872

)

(2,827

)

Payments to non-controlling interest

 

(125

)

(286

)

Net cash used in financing activities

 

(16,054

)

(3,121

)

Effect of exchange rates on cash

 

(16

)

14

 

Net increase in cash and cash equivalents

 

7,200

 

4,767

 

Cash and cash equivalents at beginning of year

 

19,485

 

14,718

 

Cash and cash equivalents at end of year

 

$

26,685

 

$

19,485

 

Supplemental disclosure of cash flow information

 

 

 

 

 

Cash paid for interest

 

$

239

 

$

418

 

Cash paid for taxes, net of refunds

 

$

304

 

$

163

 

Supplemental disclosure of non-cash investing and financing activities

 

 

 

 

 

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

 

$

20,554

 

$

16,976

 

Purchase of equipment and prepaid maintenance services under capital financing arrangements

 

$

7,944

 

$

6,629

 

Capitalized stock-based compensation included in property and equipment costs

 

$

696

 

$

727

 

Purchase of intangible asset

 

$

 

$

1,150

 

 

8



 

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,

 

 

 

2017

 

2016

 

2017

 

2016

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(1,019

)

$

(4,372

)

$

(19,366

)

$

(27,331

)

Depreciation and amortization of property and equipment

 

19,853

 

14,401

 

69,097

 

49,202

 

Stock-based compensation expense

 

3,199

 

3,115

 

14,215

 

12,805

 

Amortization of intangible assets

 

825

 

866

 

3,498

 

3,448

 

Income tax (benefit) expense

 

(2,585

)

(30

)

(2,078

)

427

 

Interest and other expense, net

 

27

 

160

 

153

 

459

 

Non-controlling interests

 

113

 

168

 

590

 

348

 

Contested proxy election expense

 

 

 

 

1,440

 

Settlement expense

 

 

 

2,807

 

 

Adjusted EBITDA

 

$

20,413

 

$

14,308

 

$

68,916

 

$

40,798

 

 

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,

 

 

 

2017

 

2016

 

2017

 

2016

 

Net cash provided by operating activities

 

$

30,304

 

$

21,607

 

$

97,728

 

$

115,205

 

Purchases of property and equipment, net

 

(18,617

)

(15,226

)

(73,308

)

(107,271

)

Free cash flows

 

$

11,687

 

$

6,381

 

$

24,420

 

$

7,934

 

 

10



 

Boingo Wireless, Inc.

Revenue Summary

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2017

 

2016

 

2017

 

2016

 

Revenue:

 

 

 

 

 

 

 

 

 

DAS

 

$

23,989

 

$

17,225

 

$

80,552

 

$

58,182

 

Military

 

15,100

 

11,006

 

55,129

 

39,975

 

Wholesale—Wi-Fi

 

9,091

 

6,190

 

31,529

 

22,221

 

Retail

 

5,919

 

6,536

 

24,926

 

26,636

 

Advertising and other

 

3,249

 

4,017

 

12,233

 

12,330

 

Total revenue

 

$

57,348

 

$

44,974

 

$

204,369

 

$

159,344

 

 

11



 

Boingo Wireless, Inc.

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

(Unaudited)

(In millions)

 

 

 

Three Months Ended
March 31, 2018

 

Year Ended
December 31, 2018

 

 

 

Low

 

High

 

Low

 

High

 

 

 

 

 

 

 

 

 

 

 

Net loss attributable to common stockholders

 

$

(8.0

)

$

(5.0

)

$

(20.0

)

$

(15.0

)

Depreciation and amortization of property and equipment

 

17.2

 

 

 

80.3

 

 

 

Stock-based compensation expense

 

3.4

 

 

 

12.0

 

 

 

Amortization of intangible assets

 

0.7

 

 

 

2.8

 

 

 

Income tax expense and interest and other expense, net

 

0.3

 

 

 

0.9

 

 

 

Non-controlling interests

 

0.4

 

 

 

1.0

 

 

 

Adjusted EBITDA

 

$

14.0

 

$

17.0

 

$

77.0

 

$

82.0

 

 

12



 

Boingo Wireless, Inc.

Key Business Metrics

(Unaudited)

(In thousands)

 

 

 

Three Months Ended
December 31,

 

Year Ended
December 31,

 

 

 

2017

 

2016

 

2017

 

2016

 

Key business metrics:

 

 

 

 

 

 

 

 

 

DAS nodes(1)

 

23.5

 

19.2

 

23.5

 

19.2

 

DAS nodes in backlog(2)

 

11.2

 

8.6

 

11.2

 

8.6

 

Subscribers—military(3)

 

130

 

107

 

130

 

107

 

Subscribers—retail(3)

 

188

 

195

 

188

 

195

 

Connects(4)

 

63,878

 

40,287

 

223,960

 

142,802

 

 


(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 and Ariel Papermaster

ADDO Investor Relations

investors@boingo.com

(310) 829-5400

 

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