UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2012
Towerstream Corporation
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33449 | 20-8259086 | ||
| (State or other | (Commission File Number) | (IRS Employer | ||
| jurisdiction | Identification No.) | |||
| of incorporation) |
| 55 Hammarlund Way | ||
| Middletown, RI | 02842 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (401) 848-5848
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 2.02. | Results of Operations and Financial Condition. |
| Item 7.01. | Regulation FD Disclosure |
On August 9, 2012, Towerstream Corporation (the “Company”) issued a press release announcing results for the three and six months ended June 30, 2012. A copy of the press release is attached to this report as Exhibit 99.1 and is being furnished pursuant to Item 2.02 and 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.
The press release includes EBITDA calculations, which is not a generally accepted accounting principles (“GAAP”) financial measure. It is presented in the press release because the Registrant’s management uses this information in evaluating the operating efficiency and overall financial performance of its business. The Registrant’s management also believes that this information provides the users of the Registrant’s financial statements with valuable insight into its operating results. EBITDA is calculated as net income (loss) before interest, income taxes, depreciation and amortization. The Company defines adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization expenses, excluding when applicable, stock-based compensation, other non-operating income or expenses, as well as gain or loss on (i) disposal of property and equipment, (ii) nonmonetary transactions, and (iii) business acquisitions. It is important to note, however, that non-GAAP financial measures as presented do not represent cash provided by or used in operating activities and may not be comparable to similarly titled measures reported by other companies. Neither should be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. A reconciliation of adjusted EBITDA, excluding non-recurring expenses and small cell rooftop asset platform expenses,net, as compared to the most directly comparable GAAP financial measure, net loss, is presented in a reconciliation table in the attached press release.
The information contained in this Form 8-K contains forward-looking statements, including certain statements regarding intent, beliefs, expectations, projections, forecasts and plans, which are subject to numerous assumptions, risks, and uncertainties. A number of factors described from time to time in our periodic filings with the Securities and Exchange Commission could cause actual conditions, events, or results to differ significantly from those described in the forward-looking statements. All forward-looking statements included in this Form 8-K are based on information available at the time of the report. We assume no obligation to update any forward-looking statement.
| Item 8.01. | Other Events. |
On August 9, 2012, the Company and Delos Internet (“Delos”) entered into a merger agreement pursuant to which a wholly owned subsidiary of the Company will be merged with and into Delos, with Delos becoming a wholly owned subsidiary of the Company. Delos operates in Houston, Texas. The closing of the merger agreement is subject to customary closing conditions as well as regulatory approval. The Company anticipates that the merger agreement will close during the fourth quarter of 2012.
On August 9, 2012, the Company issued a press release which references this transaction. The press release is attached to this Current Report on Form 8-K as Exhibit 99-1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| 99.1 | Press Release, dated August 9, 2012 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOWERSTREAM CORPORATION | |||
| Dated: August 9, 2012 | By: | /s/ Joseph P. Hernon | |
| Joseph P. Hernon | |||
| Chief Financial Officer | |||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release, dated August 9, 2012 |
Towerstream Reports Second Quarter 2012 Results
Signs Agreement to Acquire Delos Internet in Houston
MIDDLETOWN, R.I., August 9, 2012 – Towerstream Corporation (NASDAQ: TWER) (the “Company”), a leading 4G and Wi-Fi/ Small Cell Network Services provider, announced results for the second quarter ended June 30, 2012.
Second Quarter Operating Highlights
| · | Revenues increased 4% to $8.1 million during the second quarter 2012 compared to the first quarter 2012 and increased 23% compared to the second quarter 2011. |
| · | Adjusted EBITDA profitability, excluding non-recurring expenses and net costs associated with the small cell rooftop asset platform, was $1.3 million for the second quarter 2012 compared to $1.4 million for the first quarter 2012 and $1.1 million for the second quarter 2011. |
| · | Customer churn for the second quarter 2012 was 1.65% and remained within or below the Company’s target range of 1.4% to 1.7% for the eleventh consecutive quarter. |
| · | Customer upgrades for the second quarter were at record levels, increasing in dollar value by 31% compared to the first quarter 2012 and by 26% compared to the second quarter 2011. |
| · | Nodes constructed for the small cell network totaled approximately 600 during the second quarter 2012 which was a quarterly high to date. |
| · | Executed an agreement whereby Delos Internet will become a wholly-owned subsidiary of the Company. The transaction is subject to customary conditions and is expected to close in the fourth quarter. Delos Internet is based in Houston, Texas which is the fourth largest city in the United States. |
Management Comments
“Node construction activity was robust during the second quarter and we are on track to reach our target of 5,000 nodes by the first quarter of 2013,” stated Jeffrey Thompson, President and Chief Executive Officer. “We expect to be well positioned when network integration is complete and data traffic begins moving onto our small cell network in 2013.”
“We are pleased to announce our plans to acquire Delos Internet which is based in Houston, the fourth largest city in the country” stated Joseph Hernon, Chief Financial Officer. “Houston has been growing rapidly and we believe there are excellent opportunities to increase the revenue base for our broadband services and utilize Delos’ network to support our small cell rooftop asset platform. This transaction will expand our national presence to 13 markets including 9 of the 10 largest in the country.”
| Page 1 of 10 |
Selected Financial Data and Key Operating Metrics
(All dollars are in thousands except ARPU)
| (Unaudited) | ||||||||||||
| Three months ended | ||||||||||||
| 6/30/2012 | 3/31/2012 | 6/30/2011 | ||||||||||
| Selected Financial Data | ||||||||||||
| Revenues | $ | 8,103 | $ | 7,819 | $ | 6,581 | ||||||
| Gross margin | 54 | % | 61 | % | 72 | % | ||||||
| Adjusted gross margin excluding small cell rooftop asset platform expenses | 70 | % | 72 | % | 74 | % | ||||||
| Depreciation and amortization | 3,348 | 3,281 | 2,213 | |||||||||
| Core operating expenses (1)(2) | 5,750 | 5,840 | 4,379 | |||||||||
| Operating loss (1) | (4,714 | ) | (4,370 | ) | (1,857 | ) | ||||||
| Gain (loss) on business acquisition | (40 | ) | - | 1,046 | ||||||||
| Net loss (1) | (4,759 | ) | (4,380 | ) | (812 | ) | ||||||
| Adjusted EBITDA (2) | (884 | ) | (520 | ) | 536 | |||||||
| Non-recurring expenses | 41 | 334 | 135 | |||||||||
| Small cell rooftop asset platform expenses, net | 2,180 | 1,617 | 404 | |||||||||
| Adjusted EBITDA excluding non-recurring and small cell rooftop asset platform expenses, net(2) | 1,337 | 1,431 | 1,075 | |||||||||
| Capital expenditures | ||||||||||||
| Wireless broadband | $ | 3,779 | $ | 3,813 | $ | 2,077 | ||||||
| Small cell rooftop asset platform | 4,046 | 2,048 | 1,827 | |||||||||
| Key Operating Metrics | ||||||||||||
| Churn rate (2) | 1.65 | % | 1.58 | % | 1.56 | % | ||||||
| ARPU (2) | $ | 708 | $ | 706 | $ | 703 | ||||||
| ARPU of new customers (2) | 477 | 545 | 607 | |||||||||
(1) Includes stock-based compensation of $392, $524 and $141, respectively.
(2) See Non-GAAP Measures below for a definition and reconciliation of Adjusted EBITDA, and definitions of Core Operating Expenses, Churn, ARPU and ARPU of new customers.
Operating Outlook and Guidance
| · | Revenues for the third quarter 2012 are expected to range between $8.2 million to $8.4 million. |
| · | Adjusted EBITDA profitability is expected to range between $1.3 million to $1.5 million. |
| · | Nodes constructed in the third quarter 2012 are expected to total approximately 900. |
| Page 2 of 10 |
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, other non-operating income or expenses as well as gain or loss on (i) disposal of property and equipment, (ii) nonmonetary transactions, and (iii) business acquisitions. Adjusted Market EBITDA also excludes corporate overhead expenses and other centralized costs. We believe that Adjusted Market 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 term “Core Operating Expenses” includes customer support services, sales and marketing, and general and administrative expenses, and excludes cost of revenues, depreciation and amortization.
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.
The Non-GAAP measure, Adjusted EBITDA, excluding non-recurring expenses and small cell rooftop asset platform expenses, net, has been reconciled to Net loss as follows:
(All dollars are in thousands)
| Three months ended | ||||||||||||
| 6/30/2012 | 3/31/2012 | 6/30/2011 | ||||||||||
| Reconciliation of Non-GAAP to GAAP: | ||||||||||||
| Adjusted EBITDA, excluding non-recurring expenses and small cell rooftop asset platform expenses, net | $ | 1,337 | $ | 1,431 | $ | 1,075 | ||||||
| Depreciation and amortization | (3,348 | ) | (3,281 | ) | (2,213 | ) | ||||||
| Non-recurring expenses, primarily acquisition-related | (41 | ) | (334 | ) | (135 | ) | ||||||
| Small cell rooftop asset platform expenses, net | (2,180 | ) | (1,617 | ) | (404 | ) | ||||||
| Stock-based compensation | (392 | ) | (524 | ) | (141 | ) | ||||||
| Loss on property and equipment | (12 | ) | (12 | ) | (30 | ) | ||||||
| Loss on nonmonetary transactions | (78 | ) | (33 | ) | (9 | ) | ||||||
| Interest expense | (17 | ) | (22 | ) | (2 | ) | ||||||
| Gain (loss) on business acquisition | (40 | ) | - | 1,046 | ||||||||
| Other income (expense), net | (2 | ) | (5 | ) | (3 | ) | ||||||
| Interest income | 14 | 17 | 4 | |||||||||
| Net loss | $ | (4,759 | ) | $ | (4,380 | ) | $ | (812 | ) | |||
| Page 3 of 10 |
Summary Condensed Consolidated Financial Statements
(All dollars are in thousands except per share amounts)
| Statement of Operations | (Unaudited) | (Unaudited) | ||||||||||||||
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2012 | 2011 | 2012 2011 | ||||||||||||||
| Revenues | $ | 8,103 | $ | 6,581 | $ | 15,922 | $ | 12,534 | ||||||||
| Operating Expenses | ||||||||||||||||
| Cost of revenues (exclusive of depreciation) | 3,719 | 1,846 | 6,787 | 3,352 | ||||||||||||
| Depreciation and amortization | 3,348 | 2,213 | 6,629 | 4,188 | ||||||||||||
| Customer support services | 1,173 | 733 | 2,240 | 1,504 | ||||||||||||
| Sales and marketing | 1,510 | 1,381 | 2,940 | 2,721 | ||||||||||||
| General and administrative | 3,067 | 2,265 | 6,410 | 4,140 | ||||||||||||
| Total Operating Expenses | 12,817 | 8,438 | 25,006 | 15,905 | ||||||||||||
| Operating Loss | (4,714 | ) | (1,857 | ) | (9,084 | ) | (3,371 | ) | ||||||||
| Other Income (Expense) | ||||||||||||||||
| Gain (loss) on business acquisition | (40 | ) | 1,046 | (40 | ) | 1,046 | ||||||||||
| Interest income | 14 | 4 | 31 | 10 | ||||||||||||
| Interest expense | (17 | ) | (2 | ) | (39 | ) | (5 | ) | ||||||||
| Other income (expense), net | (2 | ) | (3 | ) | (7 | ) | (5 | ) | ||||||||
| Total Other Income (Expense) | (45 | ) | 1,045 | (55 | ) | 1,046 | ||||||||||
| Net Loss | $ | (4,759 | ) | $ | (812 | ) | $ | (9,139 | ) | $ | (2,325 | ) | ||||
| Net loss per common share | $ | (0.09 | ) | $ | (0.02 | ) | $ | (0.17 | ) | $ | (0.05 | ) | ||||
| Weighted average common shares outstanding – basic and diluted | 54,369 | 42,639 | 54,341 | 42,426 | ||||||||||||
Analysis of Second Quarter Results of Operations
Revenues for the second quarter 2012 increased 4% from the first quarter 2012 and increased 23% compared to the second quarter 2011. These increases were driven by a 16% growth in our customer base from approximately 3,100 customers at the end of the second quarter 2011 to approximately 3,600 at the end of the second quarter 2012.
ARPU of all customers in the second quarter 2012 increased less than 1% compared to the first quarter 2012 and increased 1% compared the second quarter 2011. ARPU of new customers decreased 12% in the second quarter 2012 compared to the first quarter 2012 and decreased 21% compared to the second quarter 2011. ARPU of new customers can fluctuate on a quarter-to-quarter basis depending upon the relative percentage of customers purchasing lower bandwidth service, known as multipoint, and higher bandwidth service, known as point-to-point.
Customer churn during the second quarter 2012 was 1.65% compared to 1.58% during the first quarter 2012 and 1.56% during the second quarter 2011. Our churn rate was within our targeted range of 1.4% to 1.7% and remains low compared to industry averages.
| Page 4 of 10 |
Cost of revenue increased 21% in the second quarter 2012 compared to the first quarter 2012 and increased by slightly greater than 100% compared to the second quarter 2011. The Company spent $1.3 million in the second quarter 2012 related to the construction of its small cell rooftop asset platform as compared to $0.8 million in the first quarter 2012 and $0.1 million in the second quarter 2011. The increase also related to additional network expenses associated with the acquisition of One Velocity and Color Broadband.
Depreciation expense increased 11% in the second quarter 2012 compared to the first quarter 2012 and increased 65% compared to the second quarter 2011. The base of depreciable assets was 14% higher at the end of the second quarter 2012 as compared to the first quarter 2012 and 58% higher compared to the second quarter of 2011. The increased depreciable base reflects continued growth in the core business as well as spending on the small cell rooftop asset platform.
Amortization expense decreased 17% in the second quarter 2012 compared to the first quarter 2012 and increased 23% compared to the second quarter 2011. The sequential decrease relates to customer based intangible assets recorded in connection with the acquisition of Pipeline Wireless which were fully amortized as of June 30, 2012. The year-over-year increase relates to customer based intangible assets recorded in connection with the acquisition of Color Broadband in the fourth quarter 2011.
Customer support expenses increased 10% in the second quarter 2012 compared to the first quarter 2012 and increased 60% compared to the second quarter 2011. Costs associated with the small cell rooftop asset platform totaled approximately $252,000 in the second quarter 2012 compared to approximately $214,000 in the first quarter 2012 and approximately $42,000 in the second quarter 2011. In addition, there were staffing additions and other costs incurred to support our customer base which increased 16% over the one year period.
Sales and marketing expenses increased 6% in the second quarter 2012 compared to the first quarter 2012 and increased 9% compared to the second quarter 2011. These increases primarily related to higher payroll costs.
General and administrative expenses decreased 8% in the second quarter 2012 compared to the first quarter 2012 and increased 35% compared to the second quarter 2011. Costs associated with the small cell rooftop asset platform totaled approximately $0.6 million in the second quarter 2012 compared to approximately $0.6 million in the first quarter 2012 and approximately $0.2 million in the second quarter 2011. The year-over-year increase also relates to higher employee stock-based compensation and information technology spending.
Capital expenditures totaled $7.8 million for the second quarter 2012 as compared to $5.9 million for the first quarter 2012 and $3.9 million for the second quarter 2011. The Company spent $4.0 million in the second quarter 2012 related to the construction of its small cell rooftop asset platform as compared to $2.0 million in the first quarter 2012 and $1.8 million in the second quarter 2011.
| Page 5 of 10 |
| Balance Sheet | ||||||||
| (All dollars are in thousands) | ||||||||
| (Unaudited) | (Audited) | |||||||
| June 30, 2012 | December 31, 2011 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | 31,416 | $ | 44,672 | ||||
| Other | 1,764 | 1,216 | ||||||
| Total Current Assets | 33,180 | 45,888 | ||||||
| Property and equipment, net | 36,487 | 27,531 | ||||||
| Other assets | 8,900 | 10,218 | ||||||
| Total Assets | 78,567 | 83,637 | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | 5,066 | 3,564 | ||||||
| Deferred revenues and other | 2,495 | 2,277 | ||||||
| Total Current Liabilities | 7,561 | 5,841 | ||||||
| Long-Term Liabilities | 2,266 | 651 | ||||||
| Total Liabilities | 9,827 | 6,492 | ||||||
| Stockholders’ Equity | ||||||||
| Common stock | 54 | 54 | ||||||
| Additional paid-in-capital | 120,204 | 119,470 | ||||||
| Accumulated deficit | (51,518 | ) | (42,379 | ) | ||||
| Total Stockholders’ Equity | 68,740 | 77,145 | ||||||
| Total Liabilities and Stockholders’ Equity | $ | 78,567 | $ | 83,637 | ||||
| Statement of Cash Flows (Unaudited) | Six months ended June 30, | |||||||
| 2012 | 2011 | |||||||
| Cash Flows From Operating Activities | ||||||||
| Net loss | $ | (9,139 | ) | $ | (2,325 | ) | ||
| Non-cash adjustments: | ||||||||
| Depreciation & amortization | 6,629 | 4,188 | ||||||
| Stock-based compensation | 916 | 247 | ||||||
| (Gain) loss on business acquisition | 40 | (1,046 | ) | |||||
| Other | 147 | 119 | ||||||
| Changes in operating assets and liabilities | 247 | (176 | ) | |||||
| Net Cash (Used in) Provided By Operating Activities | (1,160 | ) | 1,007 | |||||
| Cash Flows From Investing Activities | ||||||||
| Acquisitions of property and equipment | (11,643 | ) | (6,320 | ) | ||||
| Acquisition of businesses | - | (1,600 | ) | |||||
| Other | (400 | ) | (42 | ) | ||||
| Net Cash Used in Investing Activities | (12,043 | ) | (7,962 | ) | ||||
| Cash Flows From Financing Activities | ||||||||
| Repayment of capital leases | (275 | ) | (40 | ) | ||||
| Proceeds from stock issuances | 222 | 267 | ||||||
| Net Cash (Used in) Provided By Financing Activities | (53 | ) | 227 | |||||
| Net Decrease In Cash and Cash Equivalents | (13,256 | ) | (6,728 | ) | ||||
| Cash and Cash Equivalents – Beginning | 44,672 | 23,173 | ||||||
| Cash and Cash Equivalents – Ending | $ | 31,416 | $ | 16,445 | ||||
| Page 6 of 10 |
Market data for the three months ended June 30, 2012
(All dollars are in thousands)
| Adjusted | ||||||||||||||||||||||||
| Cost of | Operating | Market | ||||||||||||||||||||||
| Market | Revenues | Revenues(1) | Gross Margin (1) | Costs | EBITDA | |||||||||||||||||||
| Los Angeles | $ | 1,926 | $ | 646 | $ | 1,280 | 66 | % | $ | 381 | $ | 899 | ||||||||||||
| New York | 1,806 | 482 | 1,324 | 73 | % | 283 | 1,041 | |||||||||||||||||
| Boston | 1,748 | 365 | 1,383 | 79 | % | 225 | 1,158 | |||||||||||||||||
| Chicago | 938 | 274 | 664 | 71 | % | 193 | 471 | |||||||||||||||||
| San Francisco | 410 | 93 | 317 | 77 | % | 73 | 244 | |||||||||||||||||
| Miami | 406 | 98 | 308 | 76 | % | 95 | 213 | |||||||||||||||||
| Las Vegas-Reno | 397 | 153 | 244 | 62 | % | 46 | 198 | |||||||||||||||||
| Dallas-Fort Worth | 161 | 92 | 69 | 43 | % | 90 | (21 | ) | ||||||||||||||||
| Providence-Newport | 125 | 45 | 80 | 64 | % | 32 | 48 | |||||||||||||||||
| Seattle | 115 | 56 | 59 | 51 | % | 25 | 34 | |||||||||||||||||
| Philadelphia | 25 | 17 | 8 | 32 | % | 23 | (15 | ) | ||||||||||||||||
| Nashville | 10 | 15 | (5 | ) | -% | 8 | (13 | ) | ||||||||||||||||
| Total | $ | 8,067 | $ | 2,336 | $ | 5,731 | 71 | % | $ | 1,474 | $ | 4,257 | ||||||||||||
| Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure | ||||
| Adjusted market EBITDA | $ | 4,257 | ||
| Centralized costs (1) | (1,013 | ) | ||
| Corporate expenses | (2,038 | ) | ||
| Small cell rooftop platform, net | (2,180 | ) | ||
| Depreciation and amortization | (3,348 | ) | ||
| Stock-based compensation | (392 | ) | ||
| Other income (expense) | (45 | ) | ||
| Net loss | $ | (4,759 | ) | |
Market data for the three months ended June 30, 2011
(All dollars are in thousands)
| Adjusted | ||||||||||||||||||||||||
| Cost of | Operating | Market | ||||||||||||||||||||||
| Market | Revenues | Revenues(1) | Gross Margin(1) | Costs | EBITDA | |||||||||||||||||||
| Boston | $ | 1,706 | $ | 399 | $ | 1,307 | 77 | % | $ | 275 | $ | 1,032 | ||||||||||||
| New York | 1,503 | 350 | 1,153 | 77 | % | 314 | 839 | |||||||||||||||||
| Los Angeles | 1,048 | 192 | 856 | 82 | % | 275 | 581 | |||||||||||||||||
| Chicago | 917 | 295 | 622 | 68 | % | 162 | 460 | |||||||||||||||||
| San Francisco | 386 | 73 | 313 | 81 | % | 97 | 216 | |||||||||||||||||
| Miami | 342 | 80 | 262 | 77 | % | 92 | 170 | |||||||||||||||||
| Las Vegas-Reno | 189 | 76 | 113 | 60 | % | 8 | 105 | |||||||||||||||||
| Seattle | 138 | 54 | 84 | 61 | % | 35 | 49 | |||||||||||||||||
| Providence-Newport | 112 | 42 | 70 | 63 | % | 24 | 46 | |||||||||||||||||
| Dallas-Fort Worth | 180 | 79 | 101 | 56 | % | 71 | 30 | |||||||||||||||||
| Philadelphia | 44 | 18 | 26 | 59 | % | 28 | (2 | ) | ||||||||||||||||
| Nashville | 16 | 12 | 4 | 25 | % | 11 | (7 | ) | ||||||||||||||||
| Total | $ | 6,581 | $ | 1,670 | $ | 4,911 | 75 | % | $ | 1,392 | $ | 3,519 | ||||||||||||
| Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure | ||||
| Adjusted market EBITDA | $ | 3,519 | ||
| Centralized costs (1) | (726 | ) | ||
| Corporate expenses | (1,893 | ) | ||
| Small cell rooftop asset platform | (404 | ) | ||
| Depreciation and amortization | (2,213 | ) | ||
| Stock-based compensation | (141 | ) | ||
| Other income (expense) | 1,046 | |||
| Net loss | $ | (812 | ) | |
| Page 7 of 10 |
Market data for the six months ended June 30, 2012
(All dollars are in thousands)
| Market | Revenues | Cost of Revenues(1) | Gross Margin(1) | Operating Costs | Adjusted Market EBITDA | |||||||||||||||||||
| Los Angeles | $ | 3,893 | $ | 1,226 | $ | 2,667 | 69 | % | $ | 729 | $ | 1,938 | ||||||||||||
| New York | 3,439 | 905 | 2,534 | 74 | % | 591 | 1,943 | |||||||||||||||||
| Boston | 3,436 | 759 | 2,677 | 78 | % | 490 | 2,187 | |||||||||||||||||
| Chicago | 1,799 | 532 | 1,267 | 70 | % | 336 | 931 | |||||||||||||||||
| Las Vegas-Reno | 829 | 306 | 523 | 63 | % | 87 | 436 | |||||||||||||||||
| Miami | 825 | 187 | 638 | 77 | % | 196 | 442 | |||||||||||||||||
| San Francisco | 787 | 162 | 625 | 79 | % | 148 | 477 | |||||||||||||||||
| Dallas-Fort Worth | 331 | 175 | 156 | 47 | % | 168 | (12 | ) | ||||||||||||||||
| Providence-Newport | 233 | 85 | 148 | 64 | % | 63 | 85 | |||||||||||||||||
| Seattle | 231 | 119 | 112 | 49 | % | 52 | 60 | |||||||||||||||||
| Philadelphia | 48 | 33 | 15 | 32 | % | 44 | (29 | ) | ||||||||||||||||
| Nashville | 20 | 28 | (8 | ) | -% | 18 | (26 | ) | ||||||||||||||||
| Total | $ | 15,871 | $ | 4,517 | $ | 11,354 | 72 | % | $ | 2,922 | $ | 8,432 | ||||||||||||
| Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure | ||||
| Adjusted market EBITDA | $ | 8,432 | ||
| Centralized costs (1) | (1,885 | ) | ||
| Corporate expenses | (4,289 | ) | ||
| Small cell rooftop platform, net | (3,797 | ) | ||
| Depreciation and amortization | (6,629 | ) | ||
| Stock-based compensation | (916 | ) | ||
| Other income (expense) | (55 | ) | ||
| Net loss | $ | (9,139 | ) | |
Market data for the six months ended June 30, 2011
(All dollars are in thousands)
| Market | Revenues | Cost of Revenues(1) | Gross Margin(1) | Operating Costs | Adjusted Market EBITDA | |||||||||||||||||||
| Boston | $ | 3,359 | $ | 794 | $ | 2,565 | 76 | % | $ | 497 | $ | 2,068 | ||||||||||||
| New York | 2,951 | 675 | 2,276 | 77 | % | 637 | 1,639 | |||||||||||||||||
| Los Angeles | 1,999 | 366 | 1,633 | 82 | % | 537 | 1,096 | |||||||||||||||||
| Chicago | 1,733 | 521 | 1,212 | 70 | % | 348 | 864 | |||||||||||||||||
| San Francisco | 735 | 132 | 603 | 82 | % | 190 | 413 | |||||||||||||||||
| Miami | 643 | 149 | 494 | 77 | % | 195 | 299 | |||||||||||||||||
| Las Vegas-Reno | 189 | 76 | 113 | 60 | % | 8 | 105 | |||||||||||||||||
| Seattle | 274 | 107 | 167 | 61 | % | 63 | 104 | |||||||||||||||||
| Providence-Newport | 231 | 84 | 147 | 64 | % | 50 | 97 | |||||||||||||||||
| Dallas-Fort Worth | 324 | 160 | 164 | 51 | % | 136 | 28 | |||||||||||||||||
| Philadelphia | 64 | 31 | 33 | 52 | % | 56 | (23 | ) | ||||||||||||||||
| Nashville | 32 | 20 | 12 | 38 | % | 23 | (11 | ) | ||||||||||||||||
| Total | $ | 12,534 | $ | 3,115 | $ | 9,419 | 75 | % | $ | 2,740 | $ | 6,679 | ||||||||||||
| Page 8 of 10 |
| Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure | ||||
| Adjusted market EBITDA | $ | 6,679 | ||
| Centralized costs (1) | (1,483 | ) | ||
| Corporate expenses | (3,607 | ) | ||
| Small cell rooftop asset platform | (525 | ) | ||
| Depreciation and amortization | (4,188 | ) | ||
| Stock-based compensation | (247 | ) | ||
| Other income (expense) | 1,046 | |||
| Net loss | $ | (2,325 | ) | |
| (1) | Certain expenses are reported as Cost of Revenues for financial statement purposes but are included in other line items in the Market Data table, either because they are not specific to any market or they relate to the small cell rooftop asset platform. |
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 August 9, 2012 at 5:00 p.m. ET to review our financial results and provide an update on current 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 two hours after the call through August 16, 2012 at 11:59 p.m. ET by dialing 800-585-8367 or 404-537-3406 (for international callers) using pass code 99397866.
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/events.cfm.
About Towerstream Corporation
Towerstream (NASDAQ: TWER) is a leading 4G and Wi-Fi/Small Cell Network provider. The company owns, operates, and leases Wi-Fi and Small Cell sites to cellular phone operators, tower, Internet and cable companies and hosts a variety of customers on its network. Towerstream was originally founded in 2000 to deliver fixed-wireless high-speed Internet access to businesses and to date offers superior broadband services in over 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Nashville, Las Vegas-Reno and the greater Providence area. For more information on Towerstream services, please visit www.towerstream.com and/or follow us @Towerstream.
The Towerstream Corporation logo is available at: http://www.globenewswire.com/newsroom/prs/?pkgid=6570
| Page 9 of 10 |
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, including, without limitation, risk related to our ability to deploy and expand a small cell rooftop asset platform in the New York City and other key markets. 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.
INVESTOR CONTACT:
Terry McGovern
Vision Advisors
415-902-3001
mcgovern@visionadvisors.net
MEDIA CONTACT:
Todd Barrish
Indicate Media
646-396-6090
todd@indicatemedia.com
| Page 10 of 10 |