8-K

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 8, 2013

Towerstream Corporation

(Exact Name of Registrant as Specified in Charter)

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

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 8, 2013, Towerstream Corporation (the “Company”) issued a press release announcing results for the three and six months ended June 30, 2013. 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 “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 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 Company uses certain Non-GAAP measures to monitor the Company's business performance and that of its segments. These Non-GAAP measures are not recognized under generally accepted accounting principles ("GAAP"). Accordingly, investors are cautioned about using or relying on these measures as alternatives to recognized GAAP measures. The Company’s methods of calculating these measures may not be comparable to similar measures presented by other companies.

A definition of key Non-GAAP measures that the Company employs, and how it uses them to monitor business performance, are as follows:

“Adjusted EBITDA” represents 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. The Company believes that Adjusted Market EBITDA trends are insightful indicators of its markets’ relative performance, and whether its markets are able to produce sufficient market cash flow to fund working capital and capital expenditure needs.

“EBITDA” represents net income (loss) before interest, income taxes, depreciation and amortization.

“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.

“Net Cash Flows” represents Adjusted EBITDA less capital expenditures.

The following reconciliations of non-GAAP measures to GAAP financial measures are presented in the attached press release: (i) Adjusted EBITDA, Fixed Wireless Segment Markets to Net Loss, (ii) Adjusted EBITDA, Segment Basis to Net Loss, and (iii) Net Cash Flow, Segment Basis to Net Cash Used in Operating Activities.

Any statements that are not historical facts contained in this Form 8-K are "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995 (“PSLRA”) which statements may be identified by words such as "expects," "plans," "projects," "will," "may," "anticipates," "believes," "should," "intends," "estimates," and other words of similar meaning. Forward-looking statements, include 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. We intend that all forward-looking statements be subject to the safe-harbor provisions of the PSLRA.

Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated August 8, 2013

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.

Dated: August 8, 2013	TOWERSTREAM CORPORATION
	By:	/s/ Joseph P. Hernon
		Joseph P. Hernon
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated August 8, 2013

EX-99

Exhibit 99.1

Towerstream Reports Second Quarter 2013 Results

Leading Cable Company Becomes First Major Customer of Neutral Host Network

MIDDLETOWN, R.I., August 8, 2013 – Towerstream Corporation (NASDAQ: TWER) (the “Company”), a leading 4G and Small Cell Rooftop Tower company, announced results for the second quarter ended June 30, 2013.

Second Quarter Operating Highlights

Hetnets Tower Corporation Subsidiary

● Signed long term Wi-Fi lease agreement with a major cable operator at end of second quarter 2013.

● Received first certification of Passpoint Hotspot 2.0 in Manhattan from the Wireless Broadband Alliance.

Towerstream Corporation

● Average revenue per user (“ARPU”) of new customers (excluding acquisitions) increased to $640 during the second quarter 2013 compared to $630 for the first quarter 2013 and $477 for the second quarter 2012.

● Total ARPU of all customers increased for the fifth consecutive quarter to $740.

Management Comments

“Securing the first anchor tenant for our neutral host network is a major milestone and validates our rent-based business model,” stated Jeffrey Thompson, President and Chief Executive Officer. “We expect to continue to expand our Wi-Fi customer base over the balance of the year while preparing for the impending rollout of small cell.”

"This contract, which began generating revenues in the third quarter, affirms our belief that carriers, cable and internet platform companies plan to utilize Wi-Fi on a long term basis,” stated Joseph Hernon, Chief Financial Officer. “Small cell technologies, including Wi-Fi, will enable service providers and platform players to differentiate their offering, add new services, and improve the user experience in dense urban markets where demand levels are pressuring network capacity.”

Page 1 of 11

Selected Financial Data and Key Operating Metrics

(All dollars are in thousands except ARPU)

	(Unaudited)
	Three months ended
	6/30/2013			3/31/2013			6/30/2012
Revenues	$	8,212		$	8,299		$	8,103
Gross margin
Consolidated		35	%		37	%		54	%
Fixed wireless		69	%		70	%		69	%
Capital expenditures
Fixed wireless	$	1,028		$	1,087		$	4,261
Shared wireless infrastructure		233			136			3,423
Corporate		46			104			141
Churn rate (1)		2.37	%		1.64	%		1.65	%
ARPU (1)	$	740		$	727		$	708
ARPU of new customers (1)		640			630			477
Cash and cash equivalents		36,387			40,329			31,416

(1) See Non-GAAP Measures below for the definitions of Churn, ARPU and ARPU of new customers.

Consolidated Statement of Operations (Unaudited)

(All dollars are in thousands except per share amounts)

		Three months ended June 30,						Six months ended June 30,
		2013			2012			2013			2012
Revenues	$	8,212		$	8,103		$	16,511		$	15,922
Operating Expenses
Cost of revenues		5,360			3,723			10,591			6,796
Depreciation and amortization		3,936			3,348			7,807			6,629
Customer support		987			1,238			2,135			2,400
Sales and marketing		1,524			1,555			2,965			3,037
General and administrative		2,636			2,953			5,773			6,144
Total Operating Expenses		14,443			12,817			29,271			25,006
Operating Loss		(6,231	)		(4,714	)		(12,760	)		(9,084	)
Other Income (Expense)
Gain on business acquisition		63			(40	)		1,004			(40	)
Interest income		-			14			1			31
Interest expense		(59	)		(17	)		(95	)		(39	)
Other income (expense), net		(4	)		(2	)		(7	)		(7	)
Total Other Income (Expense)		-			(45	)		903			(55	)
Net Loss	$	(6,231	)	$	(4,759	)	$	(11,857	)	$	(9,139	)
Net loss per common share – basic and diluted	$	(0.09	)	$	(0.09	)	$	(0.19	)	$	(0.17	)
Weighted average common shares outstanding – basic and diluted		66,371			54,369			63,931			54,341

Page 2 of 11

Statement of Operations - Segment Basis

	Three months ended June 30, 2013 (Unaudited)
	Fixed Wireless		Shared Wireless Infrastructure			Corporate			Eliminations			Total
Revenues	$	8,061	$	196		$	-		$	(45	)	$	8,212
Operating Expenses
Cost of revenues		2,492		2,875			38			(45	)		5,360
Depreciation and amortization		2,837		911			188			-			3,936
Customer support		179		56			752			-			987
Sales and marketing		1,322		111			91			-			1,524
General and administrative		171		145			2,320			-			2,636
Total Operating Expenses		7,001		4,098			3,389			(45	)		14,443
Operating Income (Loss)	$	1,060	$	(3,902	)	$	(3,389	)	$	-		$	(6,231	)
Non-recurring expenses, primarily acquisition related		-		-			47			-			47
Non-cash expenses (a)		2,917		914			458			-			4,289
Adjusted EBITDA (b)		3,977		(2,988	)		(2,884	)		-			(1,895	)
Less: Capital expenditures		1,028		233			46			-			1,307
Net Cash Flow (b)	$	2,949	$	(3,221	)	$	(2,930	)	$	-		$	(3,202	)

Statement of Operations - Segment Basis

	Six months ended June 30, 2013 (Unaudited)
	Fixed Wireless		Shared Wireless Infrastructure			Corporate			Eliminations			Total
Revenues	$	16,248	$	354		$	-		$	(91	)	$	16,511
Operating Expenses
Cost of revenues		4,923		5,667			92			(91	)		10,591
Depreciation and amortization		5,657		1,775			375			-			7,807
Customer support		357		160			1,618			-			2,135
Sales and marketing		2,619		158			188			-			2,965
General and administrative		318		334			5,121			-			5,773
Total Operating Expenses		13,874		8,094			7,394			(91	)		29,271
Operating Income (Loss)	$	2,374	$	(7,740	)	$	(7,394	)	$	-		$	(12,760	)
Non-recurring expenses, primarily acquisition related		-		-			113			-			113
Non-cash expenses (a)		5,853		1,780			1,042			-			8,675
Adjusted EBITDA (b)		8,227		(5,960	)		(6,239	)		-			(3,972	)
Less: Capital expenditures		2,116		369			149			-			2,634
Net Cash Flow (b)	$	6,111	$	(6,329	)	$	(6,388	)	$	-		$	(6,606	)

(a) Includes depreciation and amortization, stock-based compensation, loss on property and equipment, and loss on nonmonetary transactions.

(b) See Non-GAAP Measures below for a definition andreconciliation of (i) Adjusted EBITDA to Net Loss and (ii) Net Cash Flow to Net Cash Used in Operating Activities.

Page 3 of 11

Effective January 1, 2013, the Company has two reportable segments. The Fixed Wireless segment provides fixed wireless broadband services to commercial customers and delivers access over a wireless network transmitting over both regulated and unregulated radio spectrum. The Shared Wireless Infrastructure segment offers a range of rental options on street level rooftops related to (i) the installation of customer owned Small Cells, (ii) the offloading of mobile data, and (iii) backhaul, power and other related telecommunications.

The Corporate group includes corporate overhead and centralized activities which support our overall operations. Corporate overhead includes administrative personnel, including executive management, and other support functions such as information technology and facilities. Centralized operations include network operations, customer care, and the management of network assets. Corporate costs are not allocated to the segments because such costs are managed on a centralized basis. Management also believes that not allocating these centralized costs provides a better reflection of the direct operating performance of each segment.

Summary Condensed Balance Sheet (All dollars are in thousands)
	(Unaudited) June 30, 2013			(Audited) December 31, 2012
Assets
Current Assets
Cash and cash equivalents	$	36,387		$	15,152
Other		1,876			1,553
Total Current Assets		38,263			16,705
Property and equipment, net		39,127			41,982
Other assets		8,281			8,423
Total Assets		85,671			67,110
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses		2,543			4,149
Deferred revenues and other		2,327			2,468
Total Current Liabilities		4,870			6,617
Long-Term Liabilities		2,446			2,689
Total Liabilities		7,316			9,306
Stockholders’ Equity
Common stock		66			54
Additional paid-in-capital		153,515			121,118
Accumulated deficit		(75,226	)		(63,368	)
Total Stockholders’ Equity		78,355			57,804
Total Liabilities and Stockholders’ Equity	$	85,671		$	67,110

Page 4 of 11

Summary Condensed Statement of Cash Flows (Unaudited)	Six months ended June 30,
	2013			2012
Cash Flows from Operating Activities
Net loss	$	(11,857	)	$	(9,139	)
Non-cash adjustments:
Depreciation & amortization		7,807			6,629
Stock-based compensation		667			916
Gain on business acquisition		(1,004	)		40
Other		61			147
Changes in operating assets and liabilities		(2,402	)		(1,652	)
Net Cash Used in Operating Activities		(6,728	)		(3,059	)
Cash Flows From Investing Activities
Acquisitions of property and equipment		(2,120	)		(9,745	)
Acquisition of a business, net of cash acquired		(223	)		-
Other		(108	)		(399	)
Net Cash Used in Investing Activities		(2,451	)		(10,144	)
Cash Flows From Financing Activities
Payments on capital leases		(376	)		(275	)
Proceeds from stock issuances		291			222
Net proceeds from sale of common stock		30,499			-
Net Cash Provided by (Used in) Financing Activities		30,414			(53	)
Net Increase (Decrease) In Cash and Cash Equivalents		21,235			(13,256	)
Cash and cash equivalents – beginning		15,152			44,672
Cash and cash equivalents – ending	$	36,387		$	31,416

Fixed Wireless Segment Market data for the three months ended June 30, 2013

(All dollars are in thousands)

Market	Revenues		Cost of Revenues		Gross Margin					Operating Costs		Adjusted Market EBITDA
Los Angeles	$	2,047	$	514	$	1,533		75	%	$	349	$	1,184
Boston		1,628		383		1,245		76	%		218		1,027
New York		1,940		649		1,291		67	%		357		934
Chicago		820		272		548		67	%		107		441
Miami		391		106		285		73	%		86		199
Houston		180		57		123		68	%		30		93
Las Vegas-Reno		274		156		118		43	%		26		92
San Francisco		320		119		201		63	%		111		90
Providence-Newport		114		50		64		56	%		19		45
Seattle		94		54		40		43	%		17		23
Philadelphia		40		19		21		53	%		16		5
Dallas-Fort Worth		162		100		62		38	%		66		(4	)
Nashville		6		13		(7	)	-	%		3		(10	)
Total	$	8,016	$	2,492	$	5,524		69	%	$	1,405	$	4,119

Page 5 of 11

Fixed Wireless Segment Market data for the three months ended June 30, 2012

(All dollars are in thousands)

Market	Revenues		Cost of Revenues		Gross Margin					Operating Costs		Adjusted Market EBITDA
Boston	$	1,748	$	366	$	1,382		79	%	$	224	$	1,158
New York		1,842		576		1,266		69	%		281		985
Los Angeles		1,926		635		1,291		67	%		377		914
Chicago		938		278		660		70	%		193		467
Miami		406		92		314		77	%		95		219
San Francisco		410		121		289		70	%		76		213
Las Vegas-Reno		397		153		244		61	%		46		198
Providence-Newport		125		45		80		64	%		33		47
Seattle		115		53		62		54	%		22		40
Nashville		10		14		(4	)	-	%		9		(13	)
Philadelphia		25		17		8		32	%		23		(15	)
Dallas-Fort Worth		161		92		69		43	%		89		(20	)
Total	$	8,103	$	2,442	$	5,661		70	%	$	1,468	$	4,193

Fixed Wireless Segment Market data for the six months ended June 30, 2013

(All dollars are in thousands)

Market	Revenues		Cost of Revenues		Gross Margin					Operating Costs		Adjusted Market EBITDA
Los Angeles	$	4,117	$	1,073	$	3,044		74	%	$	732	$	2,312
Boston		3,298		741		2,557		78	%		406		2,151
New York		3,826		1,251		2,575		67	%		691		1,884
Chicago		1,733		582		1,151		66	%		216		935
Miami		768		205		563		73	%		169		394
Las Vegas-Reno		662		307		355		54	%		63		292
San Francisco		622		227		395		64	%		189		206
Houston		233		80		153		66	%		41		112
Providence-Newport		241		99		142		59	%		37		105
Seattle		231		104		127		55	%		52		75
Philadelphia		80		37		43		54	%		38		5
Dallas-Fort Worth		334		189		145		43	%		142		3
Nashville		11		28		(17	)	-	%		7		(24	)
Total	$	16,156	$	4,923	$	11,233		70	%	$	2,783	$	8,450

Fixed Wireless Segment Market data for the six months ended June 30, 2012

(All dollars are in thousands)

Market	Revenues		Cost of Revenues		Gross Margin					Operating Costs		Adjusted Market EBITDA
Boston	$	3,436	$	759	$	2,677		78	%	$	490	$	2,187
Los Angeles		3,893		1,204		2,689		69	%		717		1,972
New York		3,490		1,077		2,413		69	%		588		1,825
Chicago		1,799		536		1,263		70	%		337		926
Miami		825		180		645		78	%		197		448
Las Vegas-Reno		829		306		523		63	%		86		437
San Francisco		787		217		570		72	%		160		410
Providence-Newport		233		85		148		64	%		63		85
Seattle		231		113		118		51	%		45		73
Dallas-Fort Worth		331		174		157		47	%		168		(11	)
Nashville		20		28		(8	)	-	%		18		(26	)
Philadelphia		48		33		15		31	%		44		(29	)
Total	$	15,922	$	4,712	$	11,210		70	%	$	2,913	$	8,297

Page 6 of 11

Operating Outlook and Guidance

● Revenues for the third quarter 2013 are expected to range between $8.0 million to $8.2 million for the Fixed Wireless segment.

● Adjusted EBITDA, on a segment basis, is expected to range between profitability of $4.0 million to $4.2 million for the Fixed Wireless segment.

Non-GAAP Measures and Reconciliations to GAAP Measures

We use certain Non-GAAP measures to monitor the Company's business performance and that of our segments. These Non-GAAP measures are not recognized under generally accepted accounting principles ("GAAP"). Accordingly, investors are cautioned about using or relying on these measures as alternatives to recognized GAAP measures. Our methods of calculating these measures may not be comparable to similar measures presented by other companies.

A definition of the Non-GAAP measures that we employ, and how we use them to monitor business performance, are as follows:

“Adjusted EBITDA” represents 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.

“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.

“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.

“Corporate” includes corporate overhead and centralized activities which support our overall operations.

“EBITDA” represents net income (loss) before interest, income taxes, depreciation and amortization.

Page 7 of 11

“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.

“Net Cash Flows” represents Adjusted EBITDA less capital expenditures.

“Non-Core Expenses” relate to our efforts in 2012 to develop other wireless technology solutions and services, and primarily consisted of rent payments for street level rooftops,

costs associated with constructing an offload network and payroll costs for employees working on these projects.

"Shared Wireless Infrastructure, Net" represents the net operating results for that business segment.

A reconciliation of non-GAAP measures to GAAP financial measures is as follows (amounts in thousands):

I. Adjusted EBITDA, Fixed Wireless Segment Markets to Net Loss

	For the three months ended June 30,
	2013			2012
Adjusted Market EBITDA	$	4,119		$	4,193
Fixed wireless, non-market specific
Other expenses		(267	)		(242	)
Depreciation and amortization		(2,837	)		(2,722	)
Shared wireless infrastructure, net		(3,857	)		(1,923	)
Corporate		(3,389	)		(4,020	)
Other income (expense)		-			(45	)
Net loss	$	(6,231	)	$	(4,759	)

	For the six months ended June 30,
	2013			2012
Adjusted Market EBITDA	$	8,450		$	8,297
Fixed wireless, non-market specific
Other expenses		(510	)		(387	)
Depreciation and amortization		(5,657	)		(5,509	)
Shared wireless infrastructure, net		(7,649	)		(3,223	)
Corporate		(7,394	)		(8,262	)
Other income (expense)		903			(55	)
Net loss	$	(11,857	)	$	(9,139	)

Page 8 of 11

II. Adjusted EBITDA, Segment Basis to Net Loss

   For the three months ended June 30, 2013

Adjusted EBITDA	$	(1,895	)
Depreciation and amortization		(3,936	)
Non-recurring expenses		(47	)
Stock-based compensation		(271	)
Loss on property and equipment		(17	)
Loss on non-monetary transactions		(65	)
Operating Income (Loss)	$	(6,231	)
Interest expense		(59	)
Gain on business acquisition		63
Other income (expense), net		(4	)
Net loss	$	(6,231	)

For the six months ended June 30, 2013

Adjusted EBITDA	$	(3,972	)
Depreciation and amortization		(7,807	)
Non-recurring expenses		(113	)
Stock-based compensation		(667	)
Loss on property and equipment		(59	)
Loss on non-monetary transactions		(142	)
Operating Income (Loss)	$	(12,760	)
Interest income		1
Interest expense		(95	)
Gain on business acquisition		1,004
Other income (expense), net		(7	)
Net loss	$	(11,857	)

III. Net Cash Flow, Segment Basis to Net Cash Used in Operating Activities

For the three months ended June 30, 2013

Net cash flow, segment basis	$	(3,202	)
Capital expenditures		1,307
Non-recurring expenses		(47	)
Changes in operating assets and liabilities, net		(266	)
Other, net		(97	)
Net cash used in operating activities	$	(2,305	)

For the six months ended June 30, 2013

Net cash flow, segment basis	$	(6,606	)
Capital expenditures		2,634
Non-recurring expenses		(113	)
Changes in operating assets and liabilities, net		(2,402	)
Other, net		(241	)
Net cash used in operating activities	$	(6,728	)

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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 August 8, 2013 at 5:00 p.m.ETto 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 15, 2013 at 11:59 p.m. ET by dialing 855-859-2056 or 404-537-3406 (for international callers) using pass code 16703135.

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 Small Cell Rooftop Tower company. The company owns, operates, and leases Wi-Fi and Small Cell rooftop tower locations 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 broadband services in over 13 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, 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

About Hetnets Tower Corporation

In early 2013, we formed a wholly owned subsidiary, Hetnets Tower Corporation (“Hetnets”). Since 2010, the Company has been exploring opportunities to leverage our fixed wireless network in urban markets to provide other wireless technology solutions and services.  Over the past few years, a significant increase in mobile data generated by smartphones, tablets, and other devices has placed tremendous demand on the networks of the carriers.  The Company believes that the wireless communications industry is experiencing a fundamental shift from its current, macro-cellular architecture to hyper-densified Small Cell architecture where existing cell sites will be supplemented by many smaller base stations operating near street level.  The Company also believes that Wi-Fi will be an integral component of Small Cell architecture.

We have effectively transferred certain assets to Hetnets which is the operating entity for our shared wireless infrastructure segment. Hetnets plans to generate the majority of its revenue from (i) rental of space on street level rooftops for the installation of customer owned Small Cells which includes Wi-Fi antennae, DAS, and Metro and Pico cells, (ii) rental of a channel on Hetnets’ Wi-Fi network for the offloading of mobile data, (iii) rental of cabinets, switch ports, interconnection services, including backhaul or transport, and (iv) rental of power and power backup. 

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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 small cell rooftop tower locations 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:

Monica Gould

The Blueshirt Group

212-871-3927

monica@blueshirtgroup.com

MEDIA CONTACT:

Todd Barrish

Indicate Media
646-396-6038

todd@indicatemedia.com

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