Unassociated Document

Towerstream Reports Fourth Quarter and Full Year 2009 Results

Average Revenues from new customers increased 5% and Customer Churn decreased 16% for the fourth quarter

Middletown, RI, March 17, 2010 – Towerstream (NASDAQ: TWER), a leading wireless Internet service provider currently operating in ten major metropolitan areas, announced results for the fourth quarter and year ended December 31, 2009.

Fourth Quarter Operating Highlights:

Revenues increased 26% to $4.0 million during the fourth quarter 2009 compared to the same period last year

ARPU for new customers increased 5% to $561 in the fourth quarter 2009 compared to $536 in the third quarter 2009

Tenth market, Philadelphia, launched in December 2009

Customer churn for the fourth quarter 2009 was 1.43% compared to 1.71% during the third quarter 2009

Adjusted EBITDA improved to a loss of $0.3 million in the fourth quarter 2009 compared to a loss of $0.5 million in the third quarter 2009 and a loss of $1.5 million during the same period last year

Adjusted Market EBITDA increased 25% to $2.0 million in the fourth quarter 2009 from $1.6 million in the third quarter 2009

Gross margin remained strong at 75% during the fourth quarter 2009 which represented a 9% increase from 69% in the fourth quarter 2008

Management Comments:

“I am very pleased with the Company’s solid execution throughout the year given our ability to maintain steady recurring revenue growth and improve our churn rate in a tough operating environment,” stated Jeff Thompson, President and Chief Executive Officer. “We entered the new year with momentum and believe we are well positioned to benefit from the improving economy as we execute our growth strategy both organically and through acquisitions. I am excited about the recently announced acquisition of Sparkplug’s Chicago and Nashville business assets, as it will allow the Company to increase its scale and achieve Adjusted EBITDA profitability once fully integrated. Towerstream will continue to look for value opportunities that can speed our growth and expand our coverage.”

“We continued our steady march towards Adjusted EBITDA profitability during the fourth quarter,” stated Joseph Hernon, Chief Financial Officer. “Cash flow generated by our market operations increased 25% to $2.0 million as we continue to add customers onto our network at low marginal costs. We maintained tight controls over capital expenditures in the fourth quarter and were able to beat our 2009 target of $5.0 million.”

Page 1 of 11

Selected Financial Data and Key Operating Metrics:

(All dollars are in thousands except ARPU)

	(Unaudited)
	Three months ended
	12/31/2009			9/30/2009			12/31/2008 *
Selected Financial Data
Revenues	$	4,042		$	3,783		$	3,210
Gross margin		75	%		75	%		69	%
Operating expenses (1)		5,608			5,556			5,936
Operating loss (1)		(1,566	)		(1,773	)		(2,726	)
Net loss (1)		(1,972	)		(2,138	)		(2,823	)
Adjusted EBITDA (2)		(263	)		(530	)		(1,526	)
Capital expenditures	$	1,165		$	1,657		$	1,755
Key Operating Metrics
Churn rate (2)		1.43	%		1.71	%		1.23	%
ARPU (2)	$	715		$	731		$	828
ARPU of new customers (2)		561			536			773

	(Audited)
	Years ended
	12/31/2009			12/31/2008 *
Selected Financial Data
Revenues	$	14,915		$	10,656
Gross margin		75	%		63	%
Operating expenses (1)		22,347			24,103
Operating loss (1)		(7,432	)		(13,447	)
Net loss (1)		(8,625	)		(13,377	)
Adjusted EBITDA (2)		(2,537	)		(9,241	)
Capital expenditures	$	4,848		$	7,684
Key Operating Metrics
Churn rate (2)		1.67	%		1.24	%
ARPU (2)	$	715		$	828
ARPU of new customers (2)		546			806

* Certain reclassifications of prior period amounts have been made to conform to current year presentation.

(1) Includes stock-based compensation of $227, $189 and $202, respectively and $803 and $899, respectively.

(2) See Non-GAAP Measures below for a definition and reconciliation of Adjusted EBITDA, and definitions of Churn, ARPU and ARPU of new customers.

Page 2 of 11

Analysis of Results of Operations and Financial Condition

Fourth Quarter 2009 Results of Operations

Revenues for the fourth quarter 2009 increased 7% from the third quarter 2009 and increased 26% compared to the fourth quarter 2008. These increases were driven by growth in our customer base from approximately 1,300 customers at the end of the fourth quarter 2008 to approximately 1,900 at the end of the fourth quarter 2009.

ARPU of new customers in the fourth quarter 2009 increased 5% compared to the third quarter 2009 and decreased 27% compared to the fourth quarter 2008. ARPU of all customers in the fourth quarter 2009 decreased 2% compared to the third quarter 2009 and decreased 14% compared to the fourth quarter 2008. New customers continued to be cautious in their purchasing decisions which resulted in ARPU values below historical levels.

Customer churn during the fourth quarter 2009 was 1.43% compared to 1.71% during the third quarter 2009 and 1.23% during the fourth quarter 2008. The sequential improvement from third quarter 2009 represents a concerted effort to improve customer service and reduce churn. The higher churn in the fourth quarter 2009 compared to the fourth quarter 2008 reflects the effect of the ongoing economic recession on the Company’s commercial customer base.

Gross margin remained stable in the fourth quarter 2009 compared to the third quarter 2009 and increased 9% compared to the fourth quarter 2008. The year-over-year improvement in gross margin primarily related to a 43% increase in the number of customers, and the Company’s ability to add these customers onto its network at relatively low marginal cost.

Sales and marketing expenses in the fourth quarter 2009 decreased 13% compared to the third quarter 2009 and decreased 30% compared to the fourth quarter 2008. The sequential decrease from the third quarter 2009 primarily related to a 13% decrease in payroll and commissions expense. The decrease from fourth quarter 2008 is related to lower department headcount which averaged 66 in the fourth quarter 2009 and 106 in fourth quarter 2008. During 2009, the Company’s sales and marketing strategy evolved towards the enhanced use of Internet-based marketing programs which has both increased qualified leads and enabled the Company to reduce headcount. Sales and marketing headcount includes marketing, direct sales which includes account executives and sales managers, and indirect sales which includes sales operations, support and administration.

General and administrative expenses increased 6% in the fourth quarter 2009 compared to the third quarter 2009 and increased 2% compared to the fourth quarter 2008. Higher payroll and stock-based compensation expense represented 73% of the sequential increase.

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Net loss decreased 8% in the fourth quarter 2009 compared to the third quarter 2009 and decreased 30% compared to the fourth quarter 2008. The sequential improvement reflects a 7% increase in revenues, partially offset by a 1% increase in operating expenses. The year-over-year improvement of 30% is attributable to a 26% increase in revenues and a 6% decrease in operating expenses.

2009 Full Year Results of Operations

Revenues for 2009 increased 40% compared to 2008. This increase primarily related to growth in our customer base from approximately 1,300 customers at the end of 2008 to approximately 1,900 at the end of 2009.

ARPU of new customers in 2009 decreased 32% compared to 2008. ARPU of all customers in 2009 decreased 14% compared to 2008. New customers continued to be cautious in their purchasing decisions which resulted in ARPU values for new customers below historical levels. This caused a decrease in ARPU for all customers.

Customer churn for 2009 of 1.67% increased compared to 1.24% for 2008. The higher churn reflects the effect of the ongoing economic recession on the Company’s commercial customer base.

Gross margin increased by 19% in 2009 compared to 2008. The improvement primarily related to a 43% increase in the number of customers, and the Company’s ability to add these customers onto its network at relatively low marginal cost.

Customer support expenses in 2009 increased 7% compared to 2008. The increase reflects staffing additions and other costs incurred to support our growing customer base. The Company remains focused on maintaining high levels of customer service and reducing churn.

Sales and marketing expenses in 2009 decreased 26% compared to 2008. The decrease is primarily related to lower department headcount which averaged 82 in 2009 and 123 in 2008.

General and administrative expenses decreased 7% in 2009 compared to 2008. Lower stock-based compensation charges, taxes, and professional fees represented 78% of the decrease.

Net loss decreased 36% in 2009 compared to 2008. The decrease is related to a 40% increase in revenues and a 7% decrease in operating expenses.

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Operating Outlook and Guidance:

Revenues for the first quarter 2010 are expected to range between $4.2 million to $4.3 million

Adjusted EBITDA loss for the first quarter 2010 is expected to range between $0.1 million to $0.2 million

Non-GAAP Measures

The terms “Adjusted EBITDA,” “Churn,” “Churn rate,” ”ARPU,” and “Market Cash Flow” are measurements used by Towerstream to monitor business performance and are not recognized measures under generally accepted accounting principles (“GAAP”). Accordingly, investors are cautioned in using or relying upon these measures as alternatives to recognized GAAP measures. Our methods of calculating these measures may differ from other issuers and, accordingly, may not be comparable to similar measures presented by other issuers.

We focus on Adjusted EBITDA as a principal indicator of the operating performance of our business. EBITDA represents net income (loss) before interest, income taxes, depreciation and amortization. We define Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization expenses, excluding, when applicable, stock-based compensation, gain or loss on disposal of property and equipment, gain or loss on derivative instruments, and other non-operating income or expenses. Adjusted EBITDA for a market also excludes corporate overhead expenses and other centralized costs. We believe that Adjusted EBITDA trends are insightful indicators of our markets’ relative performance, and whether our markets are able to produce sufficient market cash flow to fund working capital and capital expenditure needs.

The terms “Churn” and “Churn rate” refer to the percent of revenue lost on a monthly basis from customers disconnecting from our network or reducing the amount of their bandwidth. The term “ARPU” refers to the monthly average revenue per user, or customer, being generated from those customers under contract at the end of each indicated period. We calculate ARPU by dividing our monthly recurring revenue (“MRR”) at the end of a period by the number of customers generating that MRR. ARPU of new customers is calculated in the same manner but only includes new customers who entered into contracts during the indicated period. Market Cash Flow represents the amount of cash generated in a market after deducting a market’s direct operating expenses from that market’s revenues. Market Cash Flow does not include (i) centralized costs which support all markets collectively or (ii) any network related capital expenditures incurred in a market.

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The Non-GAAP measure, Adjusted EBITDA, has been reconciled to Net loss as follows:

All amounts are in thousands except per share amounts

	Three months ended
	12/31/2009			9/30/2009			12/31/2008*
Reconciliation of Non-GAAP to GAAP:
Adjusted EBITDA	$	(263	)	$	(530	)	$	(1,526	)
Interest expense		(187	)		(185	)		(115	)
Interest income		1			4			18
Loss on derivative financial instruments		(219	)		(184	)		-
Loss on property and equipment		(7	)		(18	)		(62	)
Depreciation		(1,070	)		(1,036	)		(936	)
Stock-based compensation		(227	)		(189	)		(202	)
Net loss	$	(1,972	)	$	(2,138	)	$	(2,823	)

	Years ended
	12/31/2009			12/31/2008*
Reconciliation of Non-GAAP to GAAP:
Adjusted EBITDA	$	(2,537	)	$	(9,241	)
Interest expense		(740	)		(509	)
Interest income		27			578
Loss on derivative financial instruments		(479	)		-
Loss on property and equipment		(58	)		(83	)
Depreciation		(4,035	)		(3,223	)
Stock-based compensation		(803	)		(899	)
Net loss	$	(8,625	)	$	(13,377	)

* Certain reclassifications of prior period amounts have been made to conform to current year presentation.

Page 6 of 11

Summary Condensed Consolidated Financial Statements

	(Audited)
	December 31, 2009			December 31, 2008
Assets
Current Assets
Cash and cash equivalents	$	14,041		$	24,740
Accounts receivable, net		403			280
Other		258			319
Total Current Assets		14,702			25,339

Property and equipment, net		13,635			12,891

Other assets		1,166			1,058

Total Assets		29,503			39,288

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable		1,056			1,395
Accrued expenses		1,086			861
Deferred revenues		1,029			986
Short-term debt, net of discount		-			2,607
Other		79			78
Total Current Liabilities		3,250			5,927

Long-Term Liabilities
Derivative liabilities		567			-
Other		275			354
Total Long-Term Liabilities		842			354
Total Liabilities		4,092			6,281

Stockholders’ Equity
Common stock		35			34
Additional paid-in-capital		55,127			54,852
Accumulated deficit		(29,751	)		(21,879	)
Total Stockholders’ Equity		25,411			33,007
Total Liabilities and Stockholders’ Equity	$	29,503		$	39,288

Page 7 of 11

	(Unaudited)						(Audited)
	Three months ended December 31,						Years ended December 31,
	2009			2008			2009			2008

Revenues	$	4,042		$	3,210		$	14,915		$	10,656

Operating Expenses
Cost of revenues (exclusive of depreciation)		1,018			982			3,690			3,891
Depreciation		1,070			936			4,035			3,223
Customer support services		555			566			2,133			1,997
Sales and marketing		1,205			1,725			5,546			7,536
General and administrative		1,760			1,727			6,943			7,456
Total Operating Expenses		5,608			5,936			22,347			24,103
Operating Loss		(1,566	)		(2,726	)		(7,432	)		(13,447	)
Other (Expense) Income
Interest income		1			18			27			578
Interest expense		(187	)		(115	)		(740	)		(509	)
Loss on derivative financial instruments		(219	)		-			(479	)		-
Other, net		(1	)		-			(1	)		1
Total Other (Expense) Income		(406	)		(97	)		(1,193	)		70
Net Loss	$	(1,972	)	$	(2,823	)	$	(8,625	)	$	(13,377	)
Net loss per common share	$	(0.06	)	$	(0.08	)	$	(0.25	)	$	(0.39	)
Net loss per common share excluding stock-based compensation	$	(0.05	)	$	(0.08	)	$	(0.23	)	$	(0.36	)
Weighted average common shares outstanding – basic and diluted		34,634			34,567			34,607			34,544

	(Audited)
	Years ended December 31,
	2009			2008
Cash Flows From Operating Activities
Net loss	$	(8,625	)	$	(13,377	)
Non-cash adjustments:
Depreciation		4,035			3,223
Stock-based compensation		803			899
Other		1,079			555
Changes in operating assets and liabilities		(272	)		827
Net Cash Used In Operating Activities		(2,980	)		(7,873	)

Cash Flows From Investing Activities
Acquisitions of property and equipment		(4,848	)		(7,684	)
Other		(96	)		(412	)
Net Cash Used In Investing Activities		(4,944	)		(8,096	)

Cash Flows From Financing Activities
Repayment of capital leases		(25	)		(48	)
Repayment of short-term debt		(2,750	)		-
Net Cash Used In Financing Activities		(2,775	)		(48	)

Net Decrease In Cash and Cash Equivalents		(10,699	)		(16,017	)
Cash and Cash Equivalents – Beginning		24,740			40,757
Cash and Cash Equivalents – Ending	$	14,041		$	24,740

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Market data for the three months ended December 31, 2009

(in thousands)

Market	Revenues		Cost of Revenues(1)		Gross Margin(1)				Operating Costs		Adjusted Market EBITDA
New York	$	1,353	$	247	$	1,106	82	%	$	295	$	811
Boston		1,018		163		855	84	%		153		702
Los Angeles		585		104		481	82	%		264		217
San Francisco		273		68		205	75	%		77		128
Providence/Newport		135		38		97	72	%		42		55
Chicago		275		131		144	52	%		104		40
Miami		179		67		112	63	%		72		40
Seattle		115		54		61	53	%		29		32
Dallas-Fort Worth		109		84		25	23	%		62		(37	)
Total	$	4,042	$	956	$	3,086	76	%	$	1,098	$	1,988

Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure

Adjusted market EBITDA	$	1,988
Centralized costs (1)		(724	)
Corporate expenses		(1,533	)
Depreciation		(1,070	)
Stock-based compensation		(227	)
Other income (expense)		(406	)
Net loss	$	(1,972	)

Market data for the year ended December 31, 2009

(in thousands)

Market	Revenues		Cost of Revenues(1)		Gross Margin(1)				Operating Costs		Adjusted Market EBITDA
New York	$	5,218	$	929	$	4,289	82	%	$	1,247	$	3,042
Boston		3,983		656		3,327	84	%		735		2,592
Los Angeles		1,930		340		1,590	82	%		1,043		547
San Francisco		984		218		766	78	%		414		352
Providence/Newport		530		151		379	72	%		200		179
Chicago		951		391		560	59	%		460		100
Miami		590		259		331	56	%		382		(51	)
Seattle		431		233		198	46	%		259		(61	)
Dallas-Fort Worth		298		261		37	12	%		404		(367	)
Total	$	14,915	$	3,438	$	11,477	77	%	$	5,144	$	6,333

Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure

Adjusted market EBITDA	$	6,333
Centralized costs (1)		(2,787	)
Corporate expenses		(6,140	)
Depreciation		(4,035	)
Stock-based compensation		(803	)
Other income (expense)		(1,193	)
Net loss	$	(8,625	)

(1) Certain expenses are reported as Cost of Revenues for financial statement purposes but are included in Centralized costs in the Market Data table because they are not specific to any market. These costs totaled $62 and $252 for the three months and year ended December 31, 2009, respectively.

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Conference Call and Webcast

A conference call led by President and Chief Executive Officer, Jeff Thompson, and Chief Financial Officer, Joseph Hernon, will be held on March 17, 2010 at 5:00 p.m. EST to review results and provide an update on business developments.

Interested parties may participate in the conference by dialing 877-755-7423 or 678-894-3069 (for international callers). A telephonic replay of the conference may be accessed approximately one hour after the call through March 24, 2010 at 11:59 p.m. EST by dialing 800-642-1687 or 706-645-9291 (for international callers) using pass code 56447159.

The call will also be webcast and can be accessed in a listen-only mode on the Company’s website at http://ir.towerstream.com/eventdetail.cfm?eventid=77896

Towerstream’s wireless broadband solution network delivers high-speed Internet access supporting VoIP, bandwidth on demand, wireless redundancy, VPNs, disaster recovery, bundled data, and video services, and can be delivered in days. Unlike cable Internet and DSL, Towerstream connections are symmetrical, which means that the upload and download speeds are identical. This creates a more stable connection, suitable for VoIP and web hosting, as well as many other business applications. Companies utilizing multiple appliances simultaneously, such as streaming video and VoIP, can prioritize their bandwidth to secure mission-critical activities. All of Towerstream’s products are backed by its Service Level Agreement (SLA) and the ability to be up and running within a week. Towerstream currently serves businesses of all sizes in New York, Boston, Los Angeles, Chicago, the San Francisco Bay Area, Miami, Seattle, Dallas-Fort Worth, Philadelphia and Providence/Newport, RI.

For more information, visit www.towerstream.com.

About Towerstream Corporation

Towerstream is a leading wireless Internet service provider in the U.S., delivering high-speed Internet access to businesses. Founded in 2000, the Company has established networks in ten markets including New York City, Boston, Los Angeles, Chicago, the San Francisco Bay Area, Miami, Seattle, Dallas-Fort Worth, Philadelphia and the greater Providence area where the Company is based. The Company was the first carrier selected to join the WiMAX Forum to assist leading vendors in establishing industry compliance with international broadband wireless access standards and cross-vendor interoperability. Towerstream was awarded two 2008 Telephony Innovation Awards for Most Innovative Broadband Wireless Service and Most Innovative Small Business Service and the Best of WiMAX World 2008 Service Provider Deployment Award for its New York City network.

Safe Harbor

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 are inherently subject to risks and uncertainties some of which cannot be predicted or quantified based on current expectations. Such risks and uncertainties include, without limitation, the risks and uncertainties set forth from time to time in reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. 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 correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

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INVESTOR CONTACT:

Seth Potter

ICR Inc.

646-277-1230

Seth.Potter@icrinc.com

MEDIA CONTACT:

Todd Barrish

LaunchSquad Public Relations

212-564-3665

todd@launchsquad.com

Page 11 of 11

Delaware	001-33449	20-8259086
(State or other jurisdiction	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)

	55 Hammarlund Way Middletown, RI		02842
	(Address of principal executive offices)		(Zip Code)

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

	TOWERSTREAM CORPORATION


Dated: March 17, 2010	By:	/s/ Jeffrey M. Thompson
	Name:	Jeffrey M. Thompson
	Title:	Chief Executive Officer

Exhibit No.	Description
99.1	Press Release, dated March 17, 2010