EX-99.1
2
i00041_ex99-1.htm
KeyOn Closes Second Acquisition under Rural UniFi Program
- KeyOn makes another accretive acquisition of network assets based in Ottumwa, IA -
OMAHA, NE
(February 9, 2010) --
KeyOn Communications Holdings, Inc.
(OTCBB:
KEYO
), one of the largest providers of wireless broadband, satellite video and voice over Internet protocol (VoIP) services in the United States, announced closing the acquisition of substantially all
of the assets of Affinity Wireless Services, LLC. Affinity's network assets and wireless broadband subscribers are located in southern Iowa, contiguous with a portion of KeyOn's existing Iowa markets. As with prior acquisitions, the proximity of network footprint is intended to allow the company to efficiently integrate operations, resulting in immediate expense savings. The company expects the Affinity acquisition to deliver approximately $170,000 of pro forma annualized
aggregate Adjusted EBITDA and approximately $1.20 of pro forma Adjusted EBITDA per share issued in connection with the transaction.
Since initiating its Rural UniFi Program, KeyOn has already announced three transactions under this program. The first transaction was completed in December 2009. Affinity is the Company's second acquisition and the third acquisition is the previously announced purchase of RidgeView Tel's Illinois assets which is expected to close during the first quarter of 2010.
Jason Lazar, KeyOn's Vice President of Corporate Development and General Counsel, stated, "We are building a solid business unit around Rural UniFi. We have been getting an enthusiastic response from potential acquisition candidates who want to be part of a bigger opportunity. Last year, KeyOn disclosed that we were talking to acquisitions totaling over 40,000 subscribers; we are making
progress in those efforts as we continue our work on the other strategic priorities of the company".
Because of the lack of available broadband options, rural markets are often served by independent wireless operators who provide valuable broadband services to their communities. Estimates put the number of independent wireless broadband companies at over 2,000, making the industry quite fragmented. Historically, without access to capital, these companies can experience growth challenges, as well as
inefficient cost structures associated with smaller customer bases. These factors have contributed to the fact that rural markets lag their urban and suburban counterparts in terms of home broadband penetration by over 20 percent (approximately 46% versus 67% broadband penetration for suburban and urban, respectively).
"I am excited about consummating this agreement with KeyOn Communications", commented Josh Goudy, previous owner of Affinity. "KeyOn has been fantastic to work with through this process and I believe they're the ideal company not only to take care of the existing customer base, but also to grow it as well. Through KeyOn's ability to bring greater scale to the
industry and as it continues its growth, the customers in southern Iowa will have enhanced access to broadband and advanced broadband technologies".
Interested wireless broadband operators can visit KeyOn's unique initiative through the company's website (www.keyon.com/ruralunifi.html) where they can receive more information and begin the qualification process.
About KeyOn Communications Holdings, Inc.
KeyOn Communications Holdings Inc. (OTC BB: KEYO) is one of the largest providers of wireless broadband, satellite and voice over Internet protocol (VoIP) services in the United States, primarily targeting underserved markets with populations generally less than 50,000. KeyOn offers broadband services with VoIP and satellite video services to both residential and business subscribers
across 11 Western and Midwestern states. Through a
combination of organic growth and acquisitions, KeyOn has expanded its network footprint to reach approximately 50,000 square miles and cover nearly 2,500,000 people as well as small-to-medium businesses. With its successful track record of acquiring companies and growing its core subscriber base, KeyOn is one of the leading wireless broadband companies in the United States. Management
intends to drive subscriber growth through additional acquisitions as well as organic growth across the company's expanding footprint by offering bundled services including broadband, video, VoIP and related valuable services such as the Bullseye Club. The company also intends to opportunistically build mobile and/or nomadic WiMAX networks in and around its market footprint. More information on KeyOn can be found at http://www.keyon.com.
Non-GAAP Measures
This press release includes disclosure regarding "Adjusted EBITDA" which is a measurement used by KeyOn Communications to monitor business performance and are not recognized measures under GAAP (generally accepted accounting principles). Accordingly, investors are cautioned in using or relying upon these measures as alternatives to recognized GAAP measures.
"Adjusted EBITDA" is defined as earnings or loss from operations adjusted for depreciation, amortization, goodwill impairment and non-cash stock based compensation expenses. Adjusted EBITDA should not be construed as an alternative to operating loss as defined by GAAP.
Safe Harbor Statement
Certain statements contained in this press release are "forward-looking statements" within the meaning of applicable federal securities laws, including, without limitation, anything relating or referring to future financial results and plans for future business development activities, and are thus prospective. Forward-looking
statements may include, without limitation, the company's expectations regarding: future financial and operating performance and financial condition; plans, objectives and strategies; product development; industry conditions; the strength of its balance sheet; and liquidity and financing needs. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors,
many of which are outside of the company's control, which could cause actual results to differ materially from such statements, including, without limitation, the company's ability to secure ARRA stimulus funding, its ability to successfully complete accretive acquisitions and grow its business organically, the company's reliance on multi-user unlicensed spectrum to service subscribers, competition from larger and better financed providers, the company's reliance
on third party sales representatives and new and more burdensome telecommunications' regulations. For a more detailed description of the factors that could cause such a difference, please refer to the company's filings with the Securities and Exchange Commission, including the information under the headings "Risk Factors" and "Forward-Looking Statements" in our Form 10-K filed on April 15, 2009. Consequently, future events and actual results could
differ materially from those set forth in, contemplated by, or underlying the forward-looking statements contained herein. The company undertakes no obligation to update or supplement such forward-looking statements.
Company Contact:
KeyOn Communications Holdings, Inc.
Rory Erchul, 402-998-4044
VP of Marketing
rerchul@keyon.com
www.keyon.com
- or -
Investor Relations Contact:
Liviakis Financial Communications, Inc.
John Liviakis, 415-389-4670
John@Liviakis.com
www.liviakis.com

EX - 99 . 1 2 i00041 _ ex99 - 1 . htm KeyOn Closes Second Acquisition under Rural UniFi Program - KeyOn makes another accretive acquisition of network assets based in Ottumwa , IA - OMAHA , NE ( February 9 , 2010 ) -- KeyOn Communications Holdings , Inc . ( OTCBB : KEYO ) , one of the largest providers of wireless broadband , satellite video and voice over Internet protocol ( VoIP ) services in the United States , announced closing the acquisition of substantially all of the assets of Affinity Wireless Services , LLC . Affinity 's network assets and wireless broadband subscribers are located in southern Iowa , contiguous with a portion of KeyOn 's existing Iowa markets . As with prior acquisitions , the proximity of network footprint is intended to allow the company to efficiently integrate operations , resulting in immediate expense savings . The company expects the Affinity acquisition to deliver approximately $ 170,000 of pro forma annualized aggregate Adjusted EBITDA and approximately $ 1.20 of pro forma Adjusted EBITDA per share issued in connection with the transaction . Since initiating its Rural UniFi Program , KeyOn has already announced three transactions under this program . The first transaction was completed in December 2009 . Affinity is the Company 's second acquisition and the third acquisition is the previously announced purchase of RidgeView Tel 's Illinois assets which is expected to close during the first quarter of 2010 . Jason Lazar , KeyOn 's Vice President of Corporate Development and General Counsel , stated , " We are building a solid business unit around Rural UniFi . We have been getting an enthusiastic response from potential acquisition candidates who want to be part of a bigger opportunity . Last year , KeyOn disclosed that we were talking to acquisitions totaling over 40,000 subscribers ; we are making progress in those efforts as we continue our work on the other strategic priorities of the company " . Because of the lack of available broadband options , rural markets are often served by independent wireless operators who provide valuable broadband services to their communities . Estimates put the number of independent wireless broadband companies at over 2,000 , making the industry quite fragmented . Historically , without access to capital , these companies can experience growth challenges , as well as inefficient cost structures associated with smaller customer bases . These factors have contributed to the fact that rural markets lag their urban and suburban counterparts in terms of home broadband penetration by over 20 percent ( approximately 46 % versus 67 % broadband penetration for suburban and urban , respectively ) . " I am excited about consummating this agreement with KeyOn Communications " , commented Josh Goudy , previous owner of Affinity . " KeyOn has been fantastic to work with through this process and I believe they ' re the ideal company not only to take care of the existing customer base , but also to grow it as well . Through KeyOn 's ability to bring greater scale to the industry and as it continues its growth , the customers in southern Iowa will have enhanced access to broadband and advanced broadband technologies " . Interested wireless broadband operators can visit KeyOn 's unique initiative through the company 's website ( www.keyon.com/ruralunifi.html ) where they can receive more information and begin the qualification process . About KeyOn Communications Holdings , Inc . KeyOn Communications Holdings Inc . ( OTC BB : KEYO ) is one of the largest providers of wireless broadband , satellite and voice over Internet protocol ( VoIP ) services in the United States , primarily targeting underserved markets with populations generally less than 50,000 . KeyOn offers broadband services with VoIP and satellite video services to both residential and business subscribers across 11 Western and Midwestern states . Through a combination of organic growth and acquisitions , KeyOn has expanded its network footprint to reach approximately 50,000 square miles and cover nearly 2,500,000 people as well as small - to - medium businesses . With its successful track record of acquiring companies and growing its core subscriber base , KeyOn is one of the leading wireless broadband companies in the United States . Management intends to drive subscriber growth through additional acquisitions as well as organic growth across the company 's expanding footprint by offering bundled services including broadband , video , VoIP and related valuable services such as the Bullseye Club . The company also intends to opportunistically build mobile and / or nomadic WiMAX networks in and around its market footprint . More information on KeyOn can be found at http://www.keyon.com . Non - GAAP Measures This press release includes disclosure regarding " Adjusted EBITDA " which is a measurement used by KeyOn Communications to monitor business performance and are not recognized measures under GAAP ( generally accepted accounting principles ) . Accordingly , investors are cautioned in using or relying upon these measures as alternatives to recognized GAAP measures . " Adjusted EBITDA " is defined as earnings or loss from operations adjusted for depreciation , amortization , goodwill impairment and non - cash stock based compensation expenses . Adjusted EBITDA should not be construed as an alternative to operating loss as defined by GAAP . Safe Harbor Statement Certain statements contained in this press release are " forward - looking statements " within the meaning of applicable federal securities laws , including , without limitation , anything relating or referring to future financial results and plans for future business development activities , and are thus prospective . Forward - looking statements may include , without limitation , the company 's expectations regarding : future financial and operating performance and financial condition ; plans , objectives and strategies ; product development ; industry conditions ; the strength of its balance sheet ; and liquidity and financing needs . Readers are cautioned not to put undue reliance on such forward - looking statements , which are not a guarantee of performance and are subject to a number of uncertainties and other factors , many of which are outside of the company 's control , which could cause actual results to differ materially from such statements , including , without limitation , the company 's ability to secure ARRA stimulus funding , its ability to successfully complete accretive acquisitions and grow its business organically , the company 's reliance on multi - user unlicensed spectrum to service subscribers , competition from larger and better financed providers , the company 's reliance on third party sales representatives and new and more burdensome telecommunications ' regulations . For a more detailed description of the factors that could cause such a difference , please refer to the company 's filings with the Securities and Exchange Commission , including the information under the headings " Risk Factors " and " Forward - Looking Statements " in our Form 10 - K filed on April 15 , 2009 . Consequently , future events and actual results could differ materially from those set forth in , contemplated by , or underlying the forward - looking statements contained herein . The company undertakes no obligation to update or supplement such forward - looking statements . Company Contact : KeyOn Communications Holdings , Inc . Rory Erchul , 402 - 998 - 4044 VP of Marketing rerchul@keyon.com www.keyon.com - or - Investor Relations Contact : Liviakis Financial Communications , Inc . John Liviakis , 415 - 389 - 4670 John@Liviakis.com www.liviakis.com