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The business | 12 Months Ended
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Dec. 31, 2011
The business |
The business |
1. The business Boingo Wireless, Inc. and its subsidiaries (collectively "we, us or our") is a leading global provider of mobile Wi-Fi Internet solutions. Our solutions enable individuals to access our extensive global Wi-Fi network with devices such as smartphones, laptops and tablet computers. Boingo Wireless, Inc. was incorporated on April 16, 2001 in the State of Delaware. On June 27, 2006, we purchased the capital stock of Tego Communications, Inc., a 49% owner of the membership interests in Concourse Communications Holdings Co., LLC, ("Holdings") and the remaining 51% of the membership interests in Holdings. As a result, we own all the membership interest in Holdings, which includes Concourse Communications Group, LLC ("Concourse") and its subsidiaries. Concourse is a leader in the design, deployment and operation of neutral host wireless networks within airports and large commercial venues in North America. On November 1, 2008, we acquired Opti-Fi Networks, LLC ("Opti-Fi") an operator of neutral host wireless networks at various locations in North America (see Note 7). Initial public offering On May 3, 2011, our registration statement registering 3,846,800 shares of common stock offered by us and 1,923,200 shares offered by certain selling stockholders was declared effective by the United States Securities and Exchange Commission, and the shares began trading on the NASDAQ Global Market on May 4, 2011 under the symbol "WIFI." The proceeds from the sale of these shares are used primarily for working capital and other general corporate purposes. As a result of the initial public offering ("IPO"), we raised a total of $45.7 million in net proceeds after deducting underwriting discounts and commissions of $3.6 million and offering expenses of $2.6 million. In connection with the IPO, all of the shares of our convertible preferred stock were converted into 22,845,764 shares of common stock and all of the warrants to purchase preferred stock were exercised and converted into 20,172 shares of common stock through net-share settlement. Reverse stock split On April 7, 2011, our board of directors approved a 5 for 1 reverse stock split of our outstanding common stock which was effected on May 3, 2011. Fractional shares were settled in cash totaling approximately $1 for common and preferred stockholders. No fractional shares were settled for option holders, and they were rounded down as a result of the reverse stock split. Shares of common stock underlying outstanding stock options and warrants and shares of our preferred stock and warrants were proportionately reduced and the respective exercise prices were proportionately increased in accordance with the terms of the agreements governing such securities. Shares of common stock reserved for issuance upon the conversion of our convertible preferred stock were proportionately reduced and the respective conversion prices were proportionately increased. All references to shares in the accompanying consolidated financial statements and the notes thereto, including but not limited to the number of shares and per share amounts, unless otherwise noted, have been adjusted to reflect the reverse stock split retroactively. Previously awarded options and warrants to purchase shares of our common and preferred stock have also been retroactively adjusted to reflect the reverse stock split. Revision of prior period financial statements During the three months ended December 31, 2011, prior period errors were identified relating to accounting for income taxes that primarily resulted from the Company's improper recording of the following: deferred income taxes on the 2006 acquisition of Concourse Communications, the valuation allowance release, and tax benefits related to stock-based compensation. These errors impacted periods beginning in the year ended December 31, 2006 and subsequent periods through September 30, 2011. In evaluating whether our previously issued consolidated financial statements were materially misstated, the Company considered the guidance in Accounting Standard Codification (ASC) Topic 250, Accounting Changes and Error Corrections, ASC Topic 250-10-S99-1, Assessing Materiality, and ASC Topic 250-10-S99-2, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements. We concluded these errors were not material individually or in the aggregate to any of the prior reporting periods, and therefore, amendments of previously filed reports were not required. However, the cumulative error would be material in the year ended December 31, 2011, if the entire correction was recorded in the fourth quarter of 2011. As such, the revisions for these corrections to the applicable prior periods are reflected in the financial information herein and will be reflected in future filings containing such financial information. The prior period financial statements included in this filing have been revised to reflect the corrections of these errors, the effects of which have been provided in summarized format below. Boingo Wireless, Inc. Consolidated Balance Sheets (In thousands) Revised consolidated balance sheet amounts
|  | December 31, 2010 |
--- | --- | --- | ---
|  | As Previously Reported |  | Adjustment |  | As Revised |
Deferred tax assets—current |  | $ | 3,572 |  | $ | (2,158 | ) | $ | 1,414 |
Total current assets |  |  | 48,919 |  |  | (2,158 | ) |  | 46,761 |
Deferred tax assets—non-current |  |  | 6,697 |  |  | 1,166 |  |  | 7,863 |
Total assets |  |  | 133,035 |  |  | (992 | ) |  | 132,043 |
Accrued expenses and other liabilities |  |  | 13,531 |  |  | 353 |  |  | 13,884 |
Total current liabilities |  |  | 29,376 |  |  | 353 |  |  | 29,729 |
Total liabilities |  |  | 59,706 |  |  | 353 |  |  | 60,059 |
Accumulated deficit |  |  | (45,159 | ) |  | (1,345 | ) |  | (46,504 | )
Total common stockholders' deficit |  |  | (49,837 | ) |  | (1,345 | ) |  | (51,182 | )
Total stockholders' deficit |  |  | (49,640 | ) |  | (1,345 | ) |  | (50,985 | )
Total liabilities, convertible preferred stock and stockholders' deficit |  |  | 133,035 |  |  | (992 | ) |  | 132,043 |
Revised consolidated statements of operations amounts
|  | For the Years Ended |
--- | --- | --- | ---
|  | December 31, 2010 |  | December 31, 2009 |
|  | As Previously Reported |  | Adjustment |  | As Revised |  | As Previously Reported |  | Adjustment |  | As Revised |
Increase / (decrease) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Income tax expense (benefit) |  | $ | (9,063 | ) | $ | 160 |  | $ | (8,903 | ) | $ | 706 |  | $ | 279 |  | $ | 985 |
Net income |  |  | 16,281 |  |  | (160 | ) |  | 16,121 |  |  | 1,421 |  |  | (279 | ) |  | 1,142 |
Net income attributable to Boingo Wireless, Inc. |  |  | 15,734 |  |  | (160 | ) |  | 15,574 |  |  | 1,027 |  |  | (279 | ) |  | 748 |
Net income (loss) attributable to common stockholders |  |  | 10,714 |  |  | (160 | ) |  | 10,554 |  |  | (4,232 | ) |  | (279 | ) |  | (4,511 | )
Net income (loss) per share attributable to common stockholders—Basic |  |  | 1.84 |  |  | (0.03 | ) |  | 1.81 |  |  | (0.73 | ) |  | (0.05 | ) |  | (0.78 | )
Net income (loss) per share attributable to common stockholders—Diluted |  |  | 0.49 |  |  | — |  |  | 0.49 |  |  | (0.73 | ) |  | (0.05 | ) |  | (0.78 | )
Revised consolidated statements of cash flow amounts
|  | For the Year Ended December 31, 2010 |  | For the Year Ended December 31, 2009 |
--- | --- | --- | --- | --- | ---
|  | As Previously Reported |  | Adjustment |  | As Revised |  | As Previously Reported |  | Adjustment |  | As Revised |
Net income |  | $ | 16,281 |  | $ | (160 | ) | $ | 16,121 |  | $ | 1,421 |  | $ | (279 | ) | $ | 1,142 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Change in deferred taxes |  |  | (10,269 | ) |  | (132 | ) |  | (10,401 | ) |  | — |  |  | 270 |  |  | 270 |
Changes in operating assets and liabilities, net of effect of acquisition: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Accrued expenses and other liabilities |  |  | (674 | ) |  | 292 |  |  | (382 | ) |  | (1,541 | ) |  | 9 |  |  | (1,532 | )
The revisions did not change the net cash flows provided by or used in operating, investing or financing activities for the years ended December 31, 2010 and 2009.

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