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 9, 2016

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.)

88 Silva Lane 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, 2016, Towerstream Corporation (the “Company”) issued a press release (the “Press Release”) announcing results for the three and six months ended June 30, 2016. 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, deferred rent expense, other non-operating income or expenses, as well as gain or loss on (i) nonmonetary transactions, and (ii) business acquisitions.

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

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 9, 2016

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, 2016	By:	/s/ Philip Urso
		Philip Urso
		Interim Chief Executive Officer

EX-99.1

Exhibit 99.1

Towerstream Reports Financial Improvements in 2nd Quarter 2016 Financial Results

MIDDLETOWN, R.I., August 9, 2016 – Towerstream Corporation (NASDAQ: TWER) (the “Company”), a leading fixed wireless fiber alternative company, announced results for the quarter ended June 30, 2016.

Q2 2016 Operating Highlights

● Adjusted EBITDA from continuing operations was $414K excluding non-recurring expenses.

● OnNet customers increased by 48% in Q2 over Q1. 71% of OnNet customers added in Q2 were secondary installs.

● Q2 Revenue increased 2% over Q1 to $6.9M, the Company’s first quarter over quarter increase since Q4 2013.

● Added 42 OnNet buildings in Q2 totaling 265 OnNet buildings at the end of Q2.

● Company increasing the forecast from 400 OnNet buildings to 440 OnNet buildings by year end.

 Consolidated Statement of Operations

(All dollars are in thousands except per share amounts)

	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Revenues	$	6,872		$	7,030		$	13,606		$	14,203
Operating Expenses
Infrastructure and access		2,631			2,491			5,183			5,049
Depreciation and amortization		3,044			2,393			5,572			4,741
Network operations		1,299			1,370			2,590			2,705
Customer support		485			653			1,028			1,326
Sales and marketing		884			1,545			2,378			2,876
General and administrative		1,604			1,562			3,584			3,486
Total Operating Expenses		9,947			10,014			20,335			20,183
Operating Loss		(3,075	)		(2,984	)		(6,729	)		(5,980	)
Other Income/(Expense)
Interest expense, net		(1,588	)		(1,670	)		(3,195	)		(3,335	)
Loss from continuing operations		(4,663	)		(4,654	)		(9,924	)		(9,315	)
Loss from discontinued operations
Operating loss		(68	)		(4,197	)		(2,977	)		(8,459	)
Gain on sale of assets		-			-			1,178			-
Total loss from discontinued operations		(68	)		(4,197	)		(1,799	)		(8,459	)
Net Loss	$	(4,731	)	$	(8,851	)	$	(11,723	)	$	(17,774	)
(Loss) gain per share – basic and diluted
Continuing	$	(1.36	)	$	(1.39	)	$	(2.93	)	$	(2.79	)
Discontinued
Operating loss		(0.02	)		(1.26	)		(0.88	)		(2.54	)
Gain on sale of assets		-			-			0.35			-
Total discontinued		(0.02	)		(1.26	)		(0.53	)		(2.54	)
Net loss per common share – Basic and diluted	$	(1.38	)	$	(2.65	)	$	(3.46	)	$	(5.33	)
Weighted average common shares outstanding – Basic and diluted		3,432			3,336			3,387			3,335

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Summary Condensed Balance Sheet

(All dollars are in thousands)

	June 30, 2016			December 31, 2015
Assets
Current Assets
Cash and cash equivalents	$	9,977		$	15,116
Other		1,167			783
Current assets of discontinued operations		238			1,249
Current assets held for sale		-			5,315
Total Current Assets		11,382			22,463
Property and equipment, net		18,546			21,235
Other assets		6,551			3,332
Total Assets		36,479			47,030
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses		1,656			2,506
Deferred revenues and other		2,189			2,543
Current liabilities of discontinued operations		3,007			3,907
Total Current Liabilities		6,852			8,956
Long-Term Liabilities
Long-term debt		34,627			33,004
Other		1,472			2,524
Total Long-Term Liabilities		36,099			35,528
Total Liabilities		42,951			44,484
Stockholders’ (Deficit) Equity		(6,472	)		2,546
Total Liabilities and Stockholders’ (Deficit) Equity	$	36,479		$	47,030

Non-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.

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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, deferred rent expense, other non-operating income or expenses, as well as gain or loss on nonmonetary transactions.

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

	Three Months Ended June 30, 2016
Adjusted EBITDA	$	414
Depreciation and amortization		(3,044	)
Stock-based compensation		(142	)
Loss on nonmonetary transactions		(4	)
Non-recurring expenses		(323	)
Deferred rent		24
Operating Income (Loss)	$	(3,075	)
Loss on discontinued operations		(68	)
Interest expense, net		(1,588	)
Net loss	$	(4,731	)

Conference Call and Webcast

A conference call led by Interim Chief Executive Officer Philip Urso, Chief Operating Officer Arthur Giftakis and Chief Financial Officer Frederick Larcombe will be held on August 9, 2016 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 17, 2016 at 8:00 p.m. ET by dialing 855-859-2056 or 404-537-3406 (for international callers) using pass code 44634217.

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 Corporation (Nasdaq:TWER) is a leading Fixed Wireless Fiber Alternative company delivering high-speed Internet access to businesses. To date the company offers its broadband services in 12 urban markets including New York City, Boston, Los Angeles, Chicago, Philadelphia, the San Francisco Bay area, Miami, Seattle, Dallas-Fort Worth, Houston, Las Vegas-Reno, and the greater Providence area. In 2014, Towerstream launched its On-Net fixed wireless service offering building owners and property managers a redundant and reliable dense urban network that directly connects with Towerstream’s fiber backbone. On-Net building tenants have access to dedicated, symmetrical Internet connectivity, with a premier SLA, for at market setting prices. For more information on Towerstream services, please visit www.towerstream.com and/or follow us @Towerstream.

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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. 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

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