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): November 11, 2016
Towerstream Corporation
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
|
001-33449 |
|
20-8259086 |
|
(State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
|
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 November 11, 2016, Towerstream Corporation (the “Company”) issued a press release (the “Press Release”) announcing certain results for the three months ended September 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 of Form 8-K and shall not be deemed incorporated by reference into any of the Company’s registration statements or other filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such filing.
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 Company’s management uses this information in evaluating the operating efficiency and overall financial performance of its business. The Company’s management also believes that this information provides the users of the Company’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 (or loss) before interest, income taxes, depreciation and amortization expense. We also exclude from EBITDA non-cash items such as stock-based compensation and deferred rent expense as well as unusual and non-recurring gains or losses. 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.
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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
|
Description |
|
|
| |
|
99.1 |
|
Press Release issued November 11, 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: November 14, 2016 |
By: |
/s/ Philip Urso |
|
|
|
|
Philip Urso |
|
|
|
|
Interim Chief Executive Officer |
|
Exhibit 99.1
Towerstream’s Adjusted EBITDA Increases to $525K for Q3 2016
MIDDLETOWN, R.I., November 11, 2016 – Towerstream Corporation (NASDAQ: TWER) (the “Company”), a leading Fixed-Wireless Fiber Alternative company, provided guidance for the quarter ending September 30, 2016 and the upcoming earnings call.
|
● |
Adjusted EBITDA from Continuing Operations was $525K excluding non-recurring expenses for the quarter ended September 30, 2016. |
|
● |
Towerstream’s second-plus customer On-Net installs are up 65% from Q2 to Q3, the most cost efficient sales Towerstream can make. |
|
● |
Towerstream’s On-Net customer base increased 18% and On-Net buildings increased from 265 to 337 from Q2 to Q3. |
|
● |
Towerstream reduced its long-term debt by $5M from $37M to $32M. |
A conference call to discuss results for the third quarter 2016 will be held on November 16, 2016 at 5:00 p.m. ET, during which Chairman and Interim Chief Executive Officer, Philip Urso, Chief Operating Officer, Arthur Giftakis, and Chief Financial Officer, Frederick Larcombe, will review the Company's financial results and provide an update on current business developments.
Investors and other interested parties may access the earnings call as follows:
|
|
|
|
|
|
|
|
|
|
|
Dial-in numbers: |
|
|
|
|
|
|
|
877-755-7423, for U.S. callers; 678-894-3069 for international callers |
|
Internet: |
|
|
|
|
|
|
|
An audio webcast will be accessible at: |
|
Telephone replay: |
|
|
|
|
|
|
|
Wednesday November 16, 2016 at 8:00 p.m. ET until Thursday November 24, 2016 at 8:00 p.m. ET |
Non-GAAP Measures
We use certain Non-GAAP measures to monitor the Company's business performance. 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.
“Adjusted EBITDA” represents net income (or loss) before interest, income taxes, depreciation and amortization expense. We also exclude from EBITDA non-cash items such as stock-based compensation and deferred rent expense as well as unusual and non-recurring gains or losses.
About Towerstream Corporation
Towerstream Corporation (TWER) is a leading Fixed-Wireless Fiber Alternative company delivering high-speed Internet access to businesses. The Company offers 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.
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