Towerstream (TWER) 10-Q 2010 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2010

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  __________  to __________.

Commission file number 001-33449

TOWERSTREAM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	20-8259086 (I.R.S. Employer Identification No.)
55 Hammarlund Way Middletown, Rhode Island (Address of principal executive offices)	02842 (Zip Code)

Registrant’s telephone number: (401) 848-5848

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes xNo ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer¨	Accelerated filer¨
Non-accelerated filer¨  (Do not check if a smaller reporting company)	Smaller reporting companyx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨No x

As of November 2, 2010, there were 35,085,056 shares of the issuer’s common stock outstanding.

TOWERSTREAM CORPORATION

Table of Contents

		Pages
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Condensed Consolidated Balance Sheets as of September 30, 2010 (unaudited) and December 31, 2009	1
	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2010 and 2009 (unaudited)	2
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2010 and 2009 (unaudited)	3
	Condensed Consolidated Statement of Stockholders’ Equity for the Nine Months Ended September 30, 2010 (unaudited)	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5-12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13-20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	20
Item 4.	Controls and Procedures.	20
Part II	OTHER INFORMATION
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 6.	Exhibits.	21

i

PART I

FINANCIAL INFORMATION

Item 1.  Financial Statements.

TOWERSTREAM CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited) September 30, 2010			December 31, 2009
Assets
Current Assets
Cash and cash equivalents	$	8,405,249		$	14,040,839
Accounts receivable, net		419,656			403,073
Prepaid expenses and other		192,558			258,307
Total Current Assets		9,017,463			14,702,219
Property and equipment, net		14,853,861			13,634,685
Intangible assets, net		1,875,393			975,000
Other assets		197,203			190,803
Total Assets	$	25,943,920		$	29,502,707
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	745,604		$	1,055,804
Accrued expenses		1,449,926			1,086,258
Deferred revenues		591,290			1,028,952
Deferred rent		84,157			78,889
Total Current Liabilities		2,870,977			3,249,903
Long-Term Liabilities
Derivative liabilities		-			566,451
Deferred rent		212,064			275,182
Total Long-Term Liabilities		212,064			841,633
Total Liabilities		3,083,041			4,091,536
Commitments (Note 13)
Stockholders' Equity
Preferred stock, par value $0.001; 5,000,000 shares authorized; none issued		-			-
Common stock, par value $0.001;70,000,000 shares authorized; 35,085,056 and 34,662,229 shares issued and outstanding, respectively		35,085			34,662
Additional paid-in-capital		56,802,454			55,127,710
Accumulated deficit		(33,976,660	)		(29,751,201	)
Total Stockholders' Equity		22,860,879			25,411,171
Total Liabilities and Stockholders' Equity	$	25,943,920		$	29,502,707

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1

TOWERSTREAM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Revenues	$	5,080,650		$	3,782,456		$	14,193,406		$	10,873,103
Operating Expenses
Cost of revenues (exclusive of depreciation)		1,251,686			931,368			3,533,573			2,672,220
Depreciation and amortization		1,556,619			1,035,660			4,112,029			2,965,604
Customer support services		636,588			544,019			1,887,049			1,578,032
Sales and marketing		1,286,402			1,379,291			3,832,904			4,340,630
General and administrative		1,758,093			1,665,113			5,473,626			5,183,268
Total Operating Expenses		6,489,388			5,555,451			18,839,181			16,739,754
Operating Loss		(1,408,738	)		(1,772,995	)		(4,645,775	)		(5,866,651	)
Other Income (Expense)
Interest income		689			3,844			1,494			26,057
Interest expense		-			(184,774	)		-			(553,700	)
Gain on business acquisition		-			-			355,876			-
Loss on derivative financial instruments		-			(184,717	)		-			(259,954	)
Other, net		20,895			940			62,946			867
Total Other Income (Expense)		21,584			(364,707	)		420,316			(786,730	)
Net Loss	$	(1,387,154	)	$	(2,137,702	)	$	(4,225,459	)	$	(6,653,381	)
Net loss per common share – basic and diluted	$	(0.04	)	$	(0.06	)	$	(0.12	)	$	(0.19	)
Weighted average common shares outstanding– basic and diluted		35,004,822			34,610,376			34,863,834			34,597,743

The accompanying notes are an integral part of these condensed consolidated financial statements.

2

TOWERSTREAM CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2010			2009
Cash Flows From Operating Activities
Net loss	$	(4,225,459	)	$	(6,653,381	)
Adjustments to reconcile net loss to net cash used in operating activities:
Provision for doubtful accounts		102,323			50,499
Depreciation and amortization		4,112,029			2,965,604
Stock-based compensation		677,796			575,607
Gain on business acquisition		(355,876	)		-
Accretion of debt discount		-			342,203
Amortization of financing costs		-			43,688
Loss on sale and disposition of property and equipment		49,514			51,625
Deferred rent		(57,850	)		(39,415	)
Loss on derivative financial instruments		-			259,954
Changes in operating assets and liabilities:
Accounts receivable		(33,519	)		(169,175	)
Prepaid expenses and other current assets		63,213			34,333
Accounts payable		(334,103	)		(510,662	)
Accrued expenses		363,668			193,801
Deferred revenues		(622,104	)		61,577
Total Adjustments		3,965,091			3,859,639
Net Cash Used In Operating Activities		(260,368	)		(2,793,742	)
Cash Flows From Investing Activities
Acquisitions of property and equipment		(4,203,142	)		(3,683,667	)
Acquisition of a business		(1,170,000	)		-
Proceeds from sale of property and equipment		-			1,350
Change in security deposits		(3,000	)		(4,000	)
Net Cash Used In Investing Activities		(5,376,142	)		(3,686,317	)
Cash Flows From Financing Activities
Repayment of capital leases		-			(22,895	)
Repayment of short-term debt		-			(30,000	)
Issuance of common stock upon exercise of options		920			-
Net Cash Provided by (Used In) Financing Activities		920			(52,895	)
Net Decrease In Cash and Cash Equivalents		(5,635,590	)		(6,532,954	)
Cash and Cash Equivalents - Beginning		14,040,839			24,740,268
Cash and Cash Equivalents - Ending	$	8,405,249		$	18,207,314
Supplemental Disclosures of Cash Flow Information
Cash paid during the periods for:
Interest	$	-		$	166,286
Taxes	$	10,923		$	11,772
Acquisition of FCC license through short term debt	$	-		$	100,000
Fair value of common stock issued in connection with an acquisition	$	430,000		$	-
Fair value of common stock issued for services	$	105,060		$	-

The accompanying notes are an integral part of these condensed consolidated financial statements.

3

TOWERSTREAM CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

For the Nine Months Ended September 30, 2010

	Common Stock				Additional Paid-In-
	Shares		Amount		Capital			Accumulated Deficit				Total
Balance at January 1, 2010		34,662,229	$	34,662	$	55,127,710		$	(29,751,201		)	$	25,411,171
Issuance of common stock for bonuses		9,225		9		17,241								17,250
Issuance of common stock for a business acquisition		275,700		276		429,724								430,000
Issuance of common stock for services		66,075		66		104,994								105,060
Cashless exercise of options		70,494		71		(71	)							-
Exercise of options		1,333		1		919								920
Stock-based compensation						555,486								555,486
Reclassification of derivative liabilities to equity linked financial instruments						566,451								566,451
Net loss										(4,225,459	)			(4,225,459	)
Balance at September 30, 2010		35,085,056	$	35,085	$	56,802,454		$		(33,976,660	)	$		22,860,879

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    Organization and Nature of Business

Towerstream Corporation (referred to as ‘‘Towerstream’’ or the ‘‘Company’’) was formed on December 17, 1999, and was incorporated in Delaware.  The Company provides broadband services to commercial customers and delivers access over a wireless network transmitting over both regulated and unregulated radio spectrum.   The Company’s service supports bandwidth on demand, wireless redundancy, virtual private networks (“VPNs”), disaster recovery, bundled data and video services. The Company provides service to business customers in New York City, Boston, Chicago, Los Angeles, San Francisco, Seattle, Miami, Dallas-Fort Worth, Philadelphia, Nashville, Providence and Newport, Rhode Island.

Note 2.    Summary of Significant Accounting Policies

Basis of Presentation. The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and with Form 10-Q and Article 10 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2010 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the operating results for the full fiscal year or any future period.

These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. The Company’s accounting policies are described in the Notes to Consolidated Financial Statements in its Annual Report on Form 10-K for the year ended December 31, 2009, and updated, as necessary, in this Quarterly Report on Form 10-Q.

Use of Estimates.     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Actual results could differ from those estimates.

Cash and Cash Equivalents.    The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Concentration of Credit Risk.    Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash and cash equivalents. At times, our cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

The Company had approximately $8,264,000 invested in three institutional money market funds.  These funds are protected under the Securities Investor Protection Corporation (“SPIC”), a nonprofit membership corporation which provides limited coverage up to $500,000.

Accounts Receivable.     Accounts receivable are stated at cost less an allowance for doubtful accounts. The allowance for doubtful accounts reflects the Company’s estimate of accounts receivable that will not be collected.  The allowance is based on the history of past write-offs, the aging of balances, collections experience and current credit conditions.  Amounts determined to be uncollectible are written-off against the allowance for doubtful accounts.  The allowance for doubtful accounts was $107,744 at September 30, 2010 and $88,299 at December 31, 2009. Additions to the allowance for doubtful accounts, e.g. provision for bad debt, totaled $28,832 and $102,323 for the three and nine months ended September 30, 2010, respectively.  Additions to the allowance for doubtful accounts totaled $24,990 and $50,499 for the three and nine months ended September 30, 2009.  Deductions to the allowance for doubtful accounts, e.g. customer write-offs, totaled $23,212 and $11,341 for the three months ended September 30, 2010 and 2009, respectively, and $82,877 and $25,101 for the nine months ended September 30, 2010 and 2009, respectively.

5

TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

Revenue Recognition.    The Company normally enters into contractual agreements with its customers for periods ranging between one to three years.  The Company recognizes the total revenue provided under a contract ratably over the contract period, including any periods under which the Company has agreed to provide services at no cost.  The Company applies the revenue recognition principles set forth under SEC Staff Accounting Bulletin 104, (“SAB 104”) which provides for revenue to be recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery or installation has been completed, (iii) the customer accepts and verifies receipt, and (iv) collectability is reasonably assured.

Deferred Revenues.     Customers are billed monthly in advance.  Deferred revenues are recognized for that portion of monthly charges not yet earned as of the end of the reporting period.  Deferred revenues are also recognized for certain customers who pay for their services in advance.

Recent Accounting Pronouncements.   In February 2010, the Financial Accounting Standards Board (“FASB”) issued an accounting standard that amended certain recognition and disclosure requirements related to subsequent events. The accounting standard requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement that an SEC filer disclose the date through which subsequent events have been evaluated. This guidance was effective upon issuance. The adoption of this standard had no effect on the Company’s condensed consolidated financial position or results of operations.  Disclosures have been modified to reflect the new requirements.

Note 3.    Acquisition of Sparkplug Chicago, Inc.

On April 15, 2010, the Company completed the acquisition of the customer contracts, network infrastructure and related assets of the Chicago, Illinois and Nashville, Tennessee networks of Sparkplug Chicago, Inc. (“Sparkplug”).   The acquisition expanded the Company’s presence in the Chicago market and introduced Nashville, Tennessee as the Company's 11th market nationally.  The Company obtained full control of Sparkplug in the acquisition.

The Company has determined that the acquisition of Sparkplug was a business combination to be accounted for under the acquisition method.  The following table summarizes the consideration transferred and the amounts of identified assets acquired and liabilities assumed at the acquisition date:

Fair value of consideration transferred:
Cash	$	1,170,000
Stock issuance		430,000
		1,600,000
Recognized amounts of identifiable assets acquired and liabilities assumed:
Customer contracts		1,483,000
Property and equipment		591,590
Accounts receivable		85,388
Security deposits		3,400
Prepaid expenses		844
Accounts payable		(23,903	)
Deferred revenue		(184,442	)
Total identifiable net assets		1,955,877
Gain on business acquisition	$	355,877

The Company recognized a $355,877 gain on the business acquisition as a result of Sparkplug Chicago, Inc. being sold at a discounted price due to the realignment of its geographic markets by its parent company, Sparkplug Inc. The gain on business acquisition is included in other income (expense) in the Company’s condensed consolidated statements of operations.  The total common shares issued as part of the consideration paid to Sparkplug was 275,700 shares.

6

TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

During the nine months ended September 30, 2010, the Company incurred approximately $271,000 of third-party costs in connection with the acquisition.  No acquisition-related costs were incurred during the three months ended September 30, 2010.  These expenses are included in the general and administrative expenses in the Company’s condensed consolidated statements of operations.

The results of operations of Sparkplug have been included in the Company’s condensed consolidated statements of operations since the completion of the Sparkplug acquisition on April 15, 2010.  The following table reflects the unaudited pro forma consolidated results of operations had the Sparkplug acquisition taken place at the beginning of 2010 and 2009 periods:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2010			2009			2010			2009
Revenues	$	5,080,650		$	4,182,197		$	14,662,666		$	12,072,326
Amortization expense		317,786			317,786			953,357			953,357
Total operating expenses		6,489,388			6,048,176			19,415,233			18,217,928
Net loss		(1,387,154	)		(2,230,686	)		(4,332,251	)		(6,932,332	)
Basic net loss per share	$	(0.04	)	$	(0.06	)	$	(0.12	)	$	(0.20	)

The  pro forma information presented above does not purport to present what actual results would have been had the acquisition in fact occurred at the beginning of the fiscal year 2010, nor does the information project results for any future period.

Note 4.    Property and Equipment

The Company’s property and equipment is comprised of:

	September 30, 2010		December 31, 2009
Network and base station equipment	$	15,482,040	$	13,282,567
Customer premise equipment		11,688,552		9,324,444
Furniture, fixtures and equipment		1,526,675		1,525,980
Computer equipment		660,101		610,847
System software		830,645		819,305
Leasehold improvements		775,420		775,420
		30,963,433		26,338,563
Less: accumulated depreciation		16,109,572		12,703,878
	$	14,853,861	$	13,634,685

Depreciation expense for the three months ended September 30, 2010 and 2009 was $1,238,833 and $1,035,660, respectively.  Depreciation expense for the nine months ended September 30, 2010 and 2009 was $3,529,422 and $2,965,604, respectively.  During the nine months ended September 30, 2010, the Company wrote-off property and equipment with $174,612 of original cost and $123,728 of accumulated depreciation.  During the nine months ended September 30, 2009, the Company sold or wrote-off property and equipment with $195,749 of original cost and $142,774 of accumulated depreciation.

7

TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

Note 5.  Intangible Assets

The Company’s intangible assets are comprised of the following:

	September 30, 2010		December 31, 2009
Customer contracts	$	1,483,000	$	-
FCC licenses		975,000		975,000
		2,458,000		975,000
Less: accumulated amortization		582,607		-
	$	1,875,393	$	975,000

Amortization expense for the three and nine months ended September 30, 2010 was $317,786 and $582,607, respectively.  There was no amortization expense for the three and nine months ended September 30, 2009.  The Company is amortizing the customer contracts acquired in the Sparkplug acquisition over a 14 month period which represented the remaining average contractual term of the contracts acquired.  As of September 30, 2010, the remaining amortization period was 8.5 months.

Note 6.  Accrued Expenses

Accrued expenses consist of the following:

	September 30, 2010		December 31, 2009
Payroll and related	$	562,170	$	430,360
Professional services		262,755		157,151
Property and equipment		237,197		140,566
Marketing		142,856		79,026
Network		95,868		57,688
Penalties		23,796		95,726
Other		125,284		125,741
Total	$	1,449,926	$	1,086,258

Network expenses consist of expenses directly related to providing services to our customers. 

Note 7.    Debt

In January 2007, the Company issued $3,500,000 of 8% senior convertible debentures (the “Debentures”).  These Debentures matured on December 31, 2009 and were convertible, in whole or in part, into shares of common stock at an initial conversion price of $2.75 per share.  In addition, holders of the Debentures received warrants to purchase an aggregate of 636,364 shares of common stock at an exercise price of $4.00 per share and warrants to purchase an aggregate of 636,364 shares of common stock at an exercise price of $6.00 per share. These warrants are exercisable until January 2012 and were calculated using the Black-Scholes option pricing model. The proceeds were allocated between the warrants ($526,927) and the Debentures ($2,973,073) based on their relative fair values.The initial, discounted carrying value of the Debentures of $2,973,073 was accreted to the maturity value over the term of the Debentures.  The amount of accretion recorded in each period was recognized as non-cash interest expense.

In January 2008, a Debenture holder converted $750,000 of Debentures into common stock at a conversion price of $2.75 per share resulting in the issuance of 272,727 shares of common stock.  On December 31, 2009, the maturity date, the Company paid $2,750,000 to the holder of all outstanding Debentures.

As further described in Note 8, a new accounting standard became effective on January 1, 2009 related to the accounting for derivative financial instruments indexed to a company’s own stock.  In connection with its implementation, the Company was required to classify the conversion feature of the Debentures and the warrants issued with the Debentures as derivative liabilities.  The cumulative effect of adopting this standard resulted in a decrease in the carrying value of the Debentures as of January 1, 2009 from $2,607,395 to $2,293,222.  Interest expense totaled $169,576 during the three months ended September 30, 2009 and included $55,000 associated with the 8% coupon and $114,576 associated with accretion of the discount.  Interest expense totaled $507,203 during the nine months ended September 30, 2009 and included $165,000 associated with the 8% coupon and $342,203 associated with the accretion of the discount.

8

TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

Note 8.    Derivative Liabilities

In June 2008, the FASB issued an accounting standard related to the accounting for derivative financial instruments indexed to a company’s own stock.  Under this standard, instruments which do not have fixed settlement provisions are deemed to be derivative instruments.  The fair value of these liabilities is re-measured at the end of every reporting period with the change in value reported in the statement of operations.

Certain of the Company’s warrants did not initially have fixed settlement provisions because their exercise price could have been lowered if the Company had issued securities at lower prices (“reset provisions”).  Accordingly, these warrants were initially reported as derivative liabilities.  As of January 1, 2010, the reset provisions were no longer applicable and the warrants were determined to have fixed settlement provisions.  As a result, the fair value of the warrants was reclassified to equity as of January 1, 2010.

Note 9.    Share-Based Compensation

The Company uses the Black-Scholes option pricing model to value options granted to employees, directors and consultants.  Compensation expense, including the effect of forfeitures, is recognized over the period of service, generally the vesting period.  Stock-based compensation for the amortization of stock options granted under the Company’s stock option plans totaled $115,195 and $178,339 during the three months ended September 30, 2010 and 2009, respectively.  Stock-based compensation for the amortization of stock options granted under the Company’s stock option plans totaled $555,486 and $554,617 during the nine months ended September 30, 2010 and 2009, respectively.  Stock-based compensation is included in general and administrative expenses in the accompanying condensed consolidated statements of operations.

The unamortized amount of stock options expense was $458,019 as of September 30, 2010 which will berecognized over a weighted average period of 2.0 years.

The fair values of stock option grants were calculated on the dates of grant using the Black-Scholes option pricing model and the following weighted average assumptions:

	Three Months Ended   September 30,					Nine Months Ended  September 30,
	2010		2009			2010			2009
Risk-free interest rate		-		0.2% - 2.9	%		1.0%-3.3	%		0.2% - 2.9	%
Expected volatility		-		79	%		73	%		79% - 87	%
Expected life (in years)		-		0.1 – 6.0			2.5 – 6.1			0.1 – 6.8
Expected dividend yield		-		-			-			–
Weighted average per share grant date fair value	$	-	$	0.57		$	0.99		$	0.51

The risk-free interest rate was based on rates established by the Federal Reserve.  The Company’s expected volatility was based upon the historical volatility for its common stock.  The expected life of the Company’s options was determined using the simplified method as a result of limited historical data regarding the Company’s activity.  The dividend yield is based upon the fact that the Company has not historically paid dividends, and does not expect to pay dividends in the future.

The Company recorded stock-based compensation related to the issuance of common stock to executive officers as a part of their bonus programs, which totaled $10,946 for the three months ended September 30, 2009. Total shares issued to executive officers were 6,756 for the three months ended September 30, 2009. There was no stock-based compensation recorded for the issuance of common stock to executive officers for the three months ended September 30, 2010. The Company recorded stock-based compensation related to the issuance of common stock to executive officers as a part of their bonus programs, which totaled $17,250 and $20,990 for the nine months ended September 30, 2010 and 2009, respectively. Total shares issued to executive officers were 9,225 and 19,311 for the nine months ended September 30, 2010 and 2009 respectively.

9

TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

In the third quarter of 2010, the Company recorded stock-based compensation related to the issuance of common stock to a third party for services rendered.  The fair market value of the common stock issued was $105,060.  The total shares issued as part of this consideration was 66,075.

Transactions under the stock option plans during the nine months ended September 30, 2010 are as follows:

	Number of			Weighted Average
	Options			Exercise Price
Options outstanding as of January 1, 2010		3,738,638		$	1.69
Granted		375,000			1.80
Exercised		(282,173	)		1.38
Cancelled		(43,470	)		0.95
Options outstanding as of September 30, 2010		3,787,995			1.73
Options exercisable as of September 30, 2010		3,093,486		$	1.83

The weighted average remaining contractual life of the outstanding options as of September 30, 2010 was 6.07 years.

The intrinsic value for options outstanding and exercisable totaled $3,006,670 and $2,426,974, respectively, as of September 30, 2010.  The intrinsic value for an option is calculated as the excess of the closing price of the Company’s common stock at September 30, 2010, which was $2.14 per share, and the exercise price of each option.

Note 10.    Stock Warrants

Warrants outstanding and exercisable totaled 4,332,310 with a weighted average exercise price of $4.61 (ranging between $4.00 and $6.00) as of September 30, 2010 and January 1, 2010.  The weighted average remaining contractual life as of September 30, 2010 was 1.31 years.

Note 11.    Fair Value Measurement

Valuation Hierarchy

The FASB’s accounting standard for fair value measurement establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value.  This hierarchy prioritizes the inputs into three broad levels as follows:  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.  Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.  Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.  A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following tables provide the assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2010 and December 31, 2009, respectively:

			Fair Value Measurements at September 30, 2010
	Total Carrying Value at September 30, 2010		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Cash equivalents	$	8,264,403	$	8,264,403	$	–	$	–

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TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

			Fair Value Measurements at December 31, 2009
	Total Carrying Value at December 31, 2009		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Cash equivalents	$	13,513,047	$	13,513,047	$	–	$	–
Derivative liabilities	$	566,451	$	–	$	–	$	566,451

Cash equivalents are measured at fair value using quoted market prices and are classified within Level 1 of the valuation hierarchy.  The carrying amounts of accounts receivable, accounts payable and accrued liabilities approximate their fair value due to their short maturities.  The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors, and are classified within Level 3 of the valuation hierarchy.  There were no changes in the valuation techniques during the nine months ended September 30, 2010.

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis:

	Three Months Ended September 30,				Nine Months Ended September 30,
	2010		2009		2010			2009
Fair value, beginning of period	$	-	$	163,144	$	566,451		$	87,907
Reclassification of derivative liability to equity		-		-		(566,451	)		-
Net unrealized loss on derivative financial instruments		-		184,717		-			259,954
Fair value, end of period	$	-	$	347,861	$	-		$	347,861

Note 12.   Net Loss Per Common Share

Basic and diluted net loss per share has been calculated by dividing net loss by the weighted average number of common shares outstanding during the period.  All potentially dilutive common shares have been excluded since their inclusion would be anti-dilutive.

The following common stock equivalents were excluded from the computation of diluted net loss per common share because they were anti-dilutive.  The exercise of these common stock equivalents outstanding at September 30, 2010 would dilute earnings per share if the Company becomes profitable in the future.  The exercise of the outstanding stock options and warrants could generate proceeds up to approximately $26,542,000.

Stock options	3,787,995
Warrants	4,332,310
Total	8,120,305

11

TOWERSTREAM CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED

Note 13.    Commitments and Contingencies

Lease Obligations.     The Company has entered into operating leases related to roof rights, cellular towers, office space and equipment leases under various non-cancelable agreements expiring through March 2019.

As of September 30, 2010, total future lease commitments were as follows:

Remainder of 2010	$	906,656
2011		3,113,559
2012		2,927,525
2013		2,045,619
2014		1,102,068
Thereafter		1,356,704
	$	11,452,131

Rent expense for the three months ended September 30, 2010 and 2009 totaled approximately $852,000 and $661,000, respectively.  Rent expense for the nine months ended September 30, 2010 and 2009 totaled approximately $2,383,000 and $1,870,000, respectively.

Other Commitments and Contingencies.  One of the purchase agreements related to FCC licenses includes a contingent payment of $275,000, depending on the status of the license with the FCC, and whether the Company has obtained approval to broadcast terrestrially in the 3650 to 3700 MHz band.  The contingent payment would consist of the issuance of common stock with a value of $275,000 (due in May 2011).

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis summarizes the significant factors affecting our condensed consolidated results of operations, financial condition and liquidity position for the nine months ended September 30, 2010. This discussion and analysis should be read in conjunction with our audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year-ended December 31, 2009 and the condensed consolidated unaudited financial statements and related notes included elsewhere in this filing. The following discussion and analysis contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Forward-Looking Statements

Forward-looking statements in this Quarterly Report on Form 10-Q, including without limitation, statements related to our plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties including without limitation the following: (i) our plans, strategies, objectives, expectations and intentions are subject to change at any time at our discretion; (ii) our plans and results of operations will be affected by our ability to manage growth and competition; and (iii) other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission (“SEC”).

In some cases, you can identify forward-looking statements by terminology such as ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘could,’’ ‘‘expects,’’ ‘‘plans,’’ ‘‘intends,’’ ‘‘anticipates,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘predicts,’’ ‘‘potential,’’ or ‘‘continue’’ or the negative of such terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of such statements. Readers are cautioned not to place too much reliance on these forward-looking statements, which speak only as of the date hereof. We are under no duty to update any of the forward-looking statements after the date of this Report.

Overview

We provide broadband services to commercial customers and deliver access over a wireless network transmitting over both regulated and unregulated radio spectrum.   Our service supports bandwidth on demand, wireless redundancy, virtual private networks (“VPNs”), disaster recovery, bundled data and video services. We provide service to business customers in New York City, Boston, Chicago, Los Angeles, San Francisco, Seattle, Miami, Dallas-Fort Worth, Philadelphia, Nashville, Providence and Newport, Rhode Island.

On April 15, 2010, we completed the acquisition of the customer contracts, network infrastructure and related assets of the Chicago, Illinois and Nashville, Tennessee networks of Sparkplug Chicago, Inc. (“Sparkplug”). The aggregate consideration for the acquisition was (i) $1,170,000 in cash and (ii) 275,700 shares of our common stock (the “Shares”) with a fair value of $430,000. A registration statement covering the Shares on Form S-3 was declared effective by the SEC on May 5, 2010. The acquisition of Sparkplug was a business combination accounted for under the acquisition method.

Characteristics of our Revenues and Expenses

We offer our services under agreements having terms of one, two or three years. Pursuant to these agreements, we bill customers on a monthly basis, in advance, for each month of service. Payments received in advance of services performed are recorded as deferred revenues and recognized as revenue ratably over the service period.

Costs of revenues consists of expenses that are directly related to providing services to our customers, including Core Network expenses (tower and roof rent expense and utilities, bandwidth costs, Points of Presence (“PoP”) maintenance and other) and Customer Network expenses (customer maintenance, non-installation fees and other customer specific expenses). We collectively refer to Core Network and Customer Network as our “Network,” and Core Network costs and Customer Network costs as “Network Costs.” When we first enter a new market, or expand in an existing market, we are required to incur up-front costs in order to be able to provide wireless broadband services to commercial customers. We refer to these activities as establishing a “Network Presence.” These costs include building PoPs which are Company Locations where we install a substantial amount of equipment in order to connect numerous customers to the Internet. The costs to build PoPs are capitalized and expensed over a five year period. In addition to building PoPs, we also enter tower and roof rental agreements, secure bandwidth and incur other Network Costs. Once we have established a Network Presence in a new market or expanded our Network Presence in an existing market, we are capable of servicing a significant number of customers through that Network Presence. The variable cost to add new customers is relatively modest, especially compared to the upfront cost of establishing or expanding our Network Presence. As a result, our gross margins in a market normally increase over time as we add new customers in that market. However, we may experience variability in gross margins during periods in which we are expanding our Network Presence in a market.

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Sales and marketing expenses primarily consist of the salaries, benefits, travel and other costs of our sales and marketing teams, as well as marketing initiatives and business development expenses.

Customer support services include salaries and related payroll costs associated with our customer support services, customer care, and installation and operations staff.

General and administrative expenses include costs attributable to corporate overhead and the overall support of our operations.  Salaries and other related payroll costs for executive management, finance, administration and information systems personnel are included in this category.   Other costs include rent, utilities and other facility costs, accounting, legal, and other professional services, and other general operating expenses.

Market Information

We operate in one segment which is the business of wireless broadband services.   Although we provide services in multiple markets, these operations have been aggregated into one reportable segment based on the similar economic characteristics among all markets, including the nature of the services provided and the type of customers purchasing such services.  While we operate in only one business segment, we recognize that providing information on the revenues and costs of operating in each market can provide useful information to investors regarding our operating performance.

As of September 30, 2010, we operated in eleven markets across the United States including New York, Boston, Los Angeles, Chicago, San Francisco, Miami, Seattle, Dallas-Fort Worth, Philadelphia, Nashville and Providence.  The markets were launched at different times, and as a result, may have different operating metrics based on their stage of maturation.  We incur significant up-front costs in order to establish a Network Presence in a new market.  These costs include building PoPs and Network Costs.  Other material costs include hiring and training sales personnel who will be dedicated to securing customers in that market.  Once we have established a Network Presence in a new market, we are capable of servicing a significant number of customers.  The rate of customer additions varies from market to market, and we are unable to predict how many customers will be added in a market during any specific period.  We believe that providing operating information regarding each of our markets provides useful information to shareholders in understanding the leveraging potential of our business model, the operating performance of our mature markets, and the long-term potential for our newer markets.  Set forth below is a summary of our operating performance on a per-market basis, and a description of how each category is determined.

Revenues: Revenues are allocated based on which market each customer is located in.

Costs of Revenues: Includes payroll, Core Network costs and Customer Network costs that can be specifically allocated to a specific market. Costs that can not be allocated to a specific market are classified as Centralized Costs.

Operating Costs: Costs which can be specifically allocated to a market include direct sales personnel, certain direct marketing expenses, certain customer support and installation payroll expenses and third party commissions.

Centralized Costs: Represents costs incurred to support activities across all of our markets that are not allocable to a specific market.  This principally consists of payroll costs for customer care representatives, customer support engineers, sales support, marketing and certain installations personnel.  These individuals service customers across all markets rather than being dedicated to any specific market.

Corporate Expenses: Includes costs attributable to corporate overhead and the overall support of our operations. Salaries and related payroll costs for executive management, finance, administration and information systems personnel are included in this category.  Other costs include office rent, utilities and other facilities costs, professional services and other general operating expenses.

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Market EBITDA:  Represents a market’s earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other income (expense).  We believe this metric provides useful information regarding the cash flow being generated in a market.

We began providing broadband services in Philadelphia, Pennsylvania in November 2009 and acquired Sparkplug Chicago, Inc.’s Nashville, Tennessee operations in April 2010.

Three months ended September 30, 2010

Market	Revenues		Cost of Revenues		Gross Margin			Operating Costs		Market EBITDA
New York	$	1,435,828	$	280,934	$	1,154,894		$	270,096	$	884,798
Boston		1,130,341		174,285		956,056			167,313		788,743
Los Angeles		839,957		158,128		681,829			294,239		387,590
Chicago		749,207		227,530		521,677			180,671		341,006
San Francisco		285,765		60,701		225,064			92,544		132,520
Miami		242,681		83,342		159,339			80,696		78,643
Providence/Newport		120,961		38,637		82,324			23,635		58,689
Seattle		124,667		54,318		70,349			31,580		38,769
Nashville		18,479		7,735		10,744			5,121		5,623
Dallas-Fort Worth		127,674		87,101		40,573			59,015		(18,442	)
Philadelphia		5,090		13,115		(8,025	)		39,939		(47,964	)
Total	$	5,080,650	$	1,185,826	$	3,894,824		$	1,244,849	$	2,649,975
Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Market EBITDA										$	2,649,975
Centralized costs											(744,001	)
Corporate expenses											(1,537,838	)
Depreciation and amortization											(1,556,619	)
Stock-based compensation											(220,255	)
Other income (expense)											21,584
Net loss										$	(1,387,154	)

Three months ended September 30, 2009

Market	Revenues		Cost of Revenues		Gross Margin		Operating Costs		Market EBITDA
New York	$	1,305,680	$	256,672	$	1,049,008	$	326,952	$	722,056
Boston		995,674		157,284		838,390		183,915		654,475
Los Angeles		497,322		87,116		410,206		268,915		141,291
San Francisco		252,834		50,549		202,285		108,822		93,463
Chicago		254,160		91,508		162,652		113,750		48,902
Providence/Newport		127,261		38,395		88,866		44,062		44,804
Seattle		111,439		53,443		57,996		42,958		15,038
Miami		151,036		65,756		85,280		92,446		(7,166	)
Dallas-Fort Worth		87,050		62,734		24,316		98,443		(74,127	)
Total	$	3,782,456	$	863,457	$	2,918,999	$	1,280,263	$	1,638,736
Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Market EBITDA									$	1,638,736
Centralized costs										(710,958	)
Corporate expenses										(1,475,828	)
Depreciation										(1,035,660	)
Stock-based compensation										(189,285	)
Other income (expense)										(364,707	)
Net loss									$	(2,137,702	)

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Nine months ended September 30, 2010

Market	Revenues		Cost of Revenues		Gross Margin			Operating Costs		Market EBITDA
New York	$	4,288,749	$	838,297	$	3,450,452		$	913,302	$	2,537,150
Boston		3,266,431		520,047		2,746,384			505,373		2,241,011
Los Angeles		2,269,050		428,288		1,840,762			841,275		999,487
Chicago		1,690,836		542,155		1,148,681			430,546		718,135
San Francisco		830,225		178,172		652,053			238,740		413,313
Miami		697,421		238,381		459,040			256,900		202,140
Providence/Newport		374,383		121,444		252,939			85,923		167,016
Seattle		377,751		163,390		214,361			94,425		119,936
Nashville		39,850		22,054		17,796			12,313		5,483
Dallas-Fort Worth		352,165		251,530		100,635			174,590		(73,955	)
Philadelphia		6,545		41,167		(34,622	)		145,041		(179,663	)
Total	$	14,193,406	$	3,344,925	$	10,848,481		$	3,698,428	$	7,150,053
Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Market EBITDA										$	7,150,053
Centralized costs											(2,210,173	)
Corporate expenses											(4,795,830	)
Depreciation and amortization											(4,112,029	)
Stock-based compensation											(677,796	)
Other income (expense)											420,316
Net loss										$	(4,225,459	)

Nine months ended September 30, 2009

Market	Revenues		Cost of Revenues		Gross Margin		Operating Costs		Market EBITDA
New York	$	3,864,696	$	682,339	$	3,182,357	$	952,672	$	2,229,685
Boston		2,965,070		493,116		2,471,954		581,857		1,890,097
Los Angeles		1,345,636		236,324		1,109,312		778,753		330,559
San Francisco		711,549		150,190		561,359		336,749		224,610
Providence/Newport		394,341		112,367		281,974		158,112		123,862
Chicago		676,560		259,996		416,564		357,021		59,543
Miami		410,695		191,569		219,126		309,588		(90,462	)
Seattle		315,070		179,210		135,860		229,433		(93,573	)
Dallas-Fort Worth		189,486		177,350		12,136		341,779		(329,643	)
Total	$	10,873,103	$	2,482,461	$	8,390,642	$	4,045,964	$	4,344,678
Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Market EBITDA									$	4,344,678
Centralized costs										(2,062,457	)
Corporate expenses										(4,607,661	)
Depreciation										(2,965,604	)
Stock-based compensation										(575,607	)
Other income (expense)										(786,730	)
Net loss									$	(6,653,381	)

Three Months Ended September 30, 2010 Compared to the Three Months Ended September 30, 2009

Revenues.   Revenues totaled $5,080,650 during the three months ended September 30, 2010 as compared to $3,782,456 during the three months ended September 30, 2009, representing an increase of $1,298,194, or 34%.  This increase was driven by 44% growth in our customer base from September 30, 2009 to September 30, 2010. The effect of the increase in our customer base was mitigated by a decrease of 8% in average revenue per user (“ARPU”) during the 2010 period as compared to the 2009 period.

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ARPU as of September 30, 2010 totaled $669 compared to $731 as of September 30, 2009, representing a decrease of $62, or 8%.  The decrease relates to new customers purchasing lower ARPU products during the economic recession.  In addition, the acquisition of Sparkplug had the effect of lowering our post-acquisition ARPU by $23.  The customers acquired from Sparkplug had an ARPU of $463 compared to $703 for our customer base prior to the acquisition.  Customer churn, calculated as a percent of revenue lost on a monthly basis from customers terminating service or reducing their service level, totaled 1.60% for the three months ended September 30, 2010 compared to 1.71% for the three months ended September 30, 2009, representing a 6% decrease on a percentage basis.  The lower churn in the 2010 period reflects the results of our efforts to improve customer service.

       Cost of Revenues.   Cost of revenues totaled $1,251,686 for the three months ended September 30, 2010 as compared to $931,368 for the three months ended September 30, 2009, an increase of $320,318, or 34%.  Gross margins remained stable at 75% during both the 2010 and 2009 periods.  Core Network costs increased by approximately $232,000 primarily related to higher tower rent expenses and bandwidth, which were partly related to the acquisition of Sparkplug.

       Depreciation and Amortization.   Depreciation and amortization totaled $1,556,619 for the three months ended September 30, 2010 as compared to $1,035,660 for the three months ended September 30, 2009, representing an increase of $520,959, or 50%. This increase related to the continued investment in our Network required to support the growth in our customer base and expansion in existing markets.  Gross fixed assets totaled $30,963,433 at September 30, 2010 as compared to $25,293,500 at September 30, 2009, representing an increase of $5,669,933, or 22%.  In addition, we recognized approximately $318,000 of amortization expense in the 2010 period associated with customer contracts acquired through the Sparkplug acquisition.

Customer Support Services.   Customer support services expenses totaled $636,588 for the three months ended September 30, 2010 as compared to $544,019 for the three months ended September 30, 2009, representing an increase of $92,569,or 17%. This increase was primarily related to additional personnel hired to support our growing customer base.  Average headcount increased by 14%, from 42 in the 2009 period to 48 in the 2010 period.

Sales and Marketing.   Sales and marketing expenses totaled $1,286,402 for the three months ended September 30, 2010 as compared to $1,379,291 for the three months ended September 30, 2009, representing a decrease of $92,889, or 7%.  Approximately $101,000 of the decrease related to lower payroll costs as direct sales personnel averaged 51 for the three months ended September 30, 2010 compared with 60 for the same period in 2009, a decrease in headcount of 15%.  Beginning in the second half of 2009, our sales and marketing strategy evolved towards the enhanced use of Internet-based marketing programs which has both increased qualified leads and enabled us to reduce direct sales headcount.

General and Administrative.   General and administrative expenses totaled $1,758,093 for the three months ended September 30, 2010 as compared to $1,665,113 for the three months ended September 30, 2009, representing an increase of $92,980, or 6%.  This increase was primarily attributable to higher payroll costs of approximately $166,000, partially offset by a decrease in employee stock-based compensation of approximately $63,000.

Interest Income.    Interest income totaled $689 for the three months ended September 30, 2010 compared with $3,844 for the three months ended September 30, 2009, representing a decrease of $3,155, or 82%.  The decrease primarily relates to lower cash balances and interest yields in the 2010 period compared with the 2009 period.  Average cash balances decreased from approximately $18.7 million in the third quarter 2009 to approximately $8.5 million in the third quarter 2010.  Monthly interest yields averaged 0.1% in the 2009 period compared with 0.0% in the 2010 period.

Interest Expense.   Interest expense totaled zero for the three months ended September 30, 2010 compared with $184,774 for the three months ended September 30, 2009, representing a decrease of 100%.  Interest expense for the 2009 period included $114,576 associated with the accretion of debt discount and $55,000 associated with the 8% coupon on outstanding debt.  Outstanding debt of $2,750,000 was repaid on December 31, 2009.

Loss on Derivative Financial Instruments.    Loss on derivative financial instruments totaled zero for the three months ended September 30, 2010 compared with $184,717 for the three months ended September 30, 2009, representing a decrease of 100%. Our convertible debentures and certain of our warrants were classified as derivative instruments during the 2009 period, and accordingly, were valued at the end of each reporting period based on the Black-Scholes option pricing model.  Changes in fair value were recognized as gain or loss on derivative financial instruments.  Our debentures were repaid at the end of 2009 and reset provisions in certain warrants are no longer applicable as of January 1, 2010.  As a result, there were no derivative instruments outstanding during the 2010 period.

Net Loss.   Net loss totaled $1,387,154 for the three months ended September 30, 2010 compared with $2,137,702 for the three months ended September 30, 2009, a decrease of $750,548, or 35%.  This decrease related to an increase in revenues of $1,298,194, or 34%, offset by an increase in operating expenses of $933,937, or 17%. In addition, non-operating expense totaled $364,707 in the 2009 period compared to non-operating income of $21,584 during the 2010 period.

17

Nine Months Ended September 30, 2010 Compared to the Nine Months Ended September 30, 2009

Revenues.   Revenues totaled $14,193,406 during the nine months ended September 30, 2010 as compared to $10,873,103 during the nine months ended September 30, 2009, representing an increase of $3,320,303, or 31%.  This increase was driven by 44% growth in our customer base from September 30, 2009 to September 30, 2010.  The effect of the increase in our customer base was mitigated by a decrease of 8% in ARPU during the 2010 period as compared to the 2009 period.

Cost of Revenues.   Cost of revenues totaled $3,533,573 for the nine months ended September 30, 2010 as compared to $2,672,220 for the nine months ended September 30, 2009, an increase of $861,353, or 32%.  Gross margins remained stable at 75% during both the 2010 period and 2009 periods.  Core Network costs increased by approximately $669,000 primarily related to higher tower and roof rent expenses, in addition to higher bandwidth.  Customer Network costs increased by approximately $118,000 primarily related to the growth in our customer base.

Depreciation and Amortization.   Depreciation and amortization totaled $4,112,029 for the nine months ended September 30, 2010 as compared to $2,965,604 for the nine months ended September 30, 2009, representing an increase of $1,146,425, or 39%. This increase is related to the continued investment in our Network required to support the growth in our customer base and expansion in existing markets.  Gross fixed assets totaled $30,963,433 at September 30, 2010 as compared to $25,293,500 at September 30, 2009, representing an increase of $5,669,933, or 22%.  In addition, we recognized approximately $583,000 of amortization expense in the 2010 period associated with customer contracts acquired through the Sparkplug acquisition.

Customer Support Services.   Customer support services expenses totaled $1,887,049 for the nine months ended September 30, 2010 as compared to $1,578,032 for the nine months ended September 30, 2009, representing an increase of $309,017,or 20%. This increase was primarily related to additional personnel hired to support our growing customer base.  Average headcount increased by 18%, from 39 in the 2009 period to 46 in the 2010 period.

Sales and Marketing.   Sales and marketing expenses totaled $3,832,904 for the nine months ended September 30, 2010 as compared to $4,340,630 for the nine months ended September 30, 2009, representing a decrease of $507,726, or 12%. Approximately $765,000 of the decrease related to lower payroll costs as direct sales personnel averaged 52 for the nine months ended September 30, 2010 compared with 79 for the same period in 2009, a decrease in headcount of 34%.  This decrease was offset by an increase in marketing and advertising expenses of approximately $189,000, primarily related to Internet based advertising programs.  Beginning in the second half of 2009, our sales and marketing strategy evolved towards the enhanced use of Internet-based marketing programs which has both increased qualified leads and enabled us to reduce direct sales headcount. In addition, commissions and bonuses increased by approximately $142,000 in the 2010 period.

General and Administrative.   General and administrative expenses totaled $5,473,626 for the nine months ended September 30, 2010 as compared to $5,183,268 for the nine months ended September 30, 2009, representing an increase of $290,358, or 6%.  This increase was attributable to higher professional services fees of approximately $175,000, primarily related to acquisition activities, as well as an increase in bad debt expense of approximately $52,000 and state franchise taxes of approximately $51,000.

Interest Income.    Interest income totaled $1,494 for the nine months ended September 30, 2010 compared with $26,057 for the nine months ended September 30, 2009, representing a decrease of $24,563, or 94%.  The decrease primarily relates to lower cash balances and interest yields in the 2010 period compared with the 2009 period.  Average cash balances decreased from approximately $20.6 million in the 2009 period to approximately $10.4 million in the 2010 period.  Monthly interest yields averaged 0.2% in the 2009 period compared with 0.0% in the 2010 period.

Interest Expense.   Interest expense totaled zero for the nine months ended September 30, 2010 compared with $553,700 for the nine months ended September 30, 2009, representing a decrease of 100%.  Interest expense for the 2009 period included $342,203 associated with the accretion of debt discount and $165,000 associated with the 8% coupon on outstanding debt.  Outstanding debt of $2,750,000 was repaid on December 31, 2009.

Gain on Business Acquisition.    Gain on business acquisition totaled $355,876 for the nine months ended September 30, 2010 compared with zero for the nine months ended September 30, 2009.  The gain was recognized in connection with the acquisition of Sparkplug Chicago in April 2010 which was purchased at a discounted price due to the realignment of geographic markets by Sparkplug’s parent company.  No acquisitions were completed during the 2009 period.

Loss on Derivative Financial Instruments.    Loss on derivative financial instruments totaled zero for the nine months ended September 30, 2010 compared with $259,954 for the nine months ended September 30, 2009, representing a decrease of 100%. Our convertible debentures and certain of our warrants were classified as derivative instruments during the 2009 period, and accordingly, were valued at the end of each reporting period based on the Black-Scholes option pricing model.  Changes in fair value were recognized as gain or loss on derivative financial instruments.  Our debentures were repaid at the end of 2009 and reset provisions in certain warrants are no longer applicable as of January 1, 2010.  As a result, there were no derivative instruments outstanding during the 2010 period.

Net Loss.   Net loss totaled $4,225,459 for the nine months ended September 30, 2010 compared with $6,653,381 for the nine months ended September 30, 2009, a decrease of $2,427,922, or 36%.  This decrease primarily related to an increase in revenues of $3,320,303, or 31%, offset by an increase in operating expenses of $2,099,427, or 13%. In addition, non-operating expense totaled $786,730 in the 2009 period compared to non-operating income of $420,316 during the 2010 period.

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Liquidity and Capital Resources

We have historically met our liquidity and capital requirements primarily through the public sale and private placement of equity securities and debt financing.  Cash and cash equivalents totaled $8,405,249 and $14,040,839 at September 30, 2010 and December 31, 2009, respectively. The decrease in cash and cash equivalents related to our operating and investing activities during the nine months ended September 30, 2010, each of which is described below.

Net Cash Used in Operating Activities.   Net cash used in operating activities totaled $260,368 for the nine months ended September 30, 2010 as compared to $2,793,742 for the nine months ended September 30, 2009, representing a decrease in cash used in operating activities of $2,533,374, or 91%.  This improvement was directly related to the lower net loss reported in the 2010 period which decreased by $2,427,922, or 36%, as compared to the 2009 period.

Net Cash Used in Investing Activities.   Net cash used in investing activities totaled $5,376,142 for the nine months ended September 30, 2010 as compared to $3,686,317 for the nine months ended September 30, 2009, representing an increase of $1,689,825, or 46%.  The increase in the 2010 period related to higher spending on property and equipment which increased by $519,475, or 14%, from $3,683,667 to $4,203,142.  The significant components of the increase included approximately $473,000 related to customer premise equipment and approximately $61,000 related to network and base station equipment.  In addition, we paid $1,170,000 in cash for the acquisition of Sparkplug in the 2010 period.

Working Capital.   As of September 30, 2010, we had working capital of $6,146,486.  Based on our current operating activities and plans, we believe our existing working capital will enable us to meet our anticipated cash requirements for at least the next twelve months.

Acquisition of Sparkplug Chicago, Inc.  On April 15, 2010, we completed the acquisition of the customer contracts, network infrastructure and related assets of the Chicago, Illinois and Nashville, Tennessee networks of Sparkplug Chicago, Inc. (“Sparkplug”). The aggregate consideration for the acquisition was (i) $1,170,000 in cash,  and (ii) 275,700 shares of our common stock (the “Shares”) with a fair value of $430,000. A registration statement covering the Shares on Form S-3 was declared effective by the SEC on May 5, 2010. The acquisition of Sparkplug was a business combination accounted for under the acquisition method.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the amounts of revenues and expenses. Critical accounting policies are those that require the application of management’s most difficult, subjective or complex judgments, often because of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. In preparing the financial statements, we utilized available information, including our past history, industry standards and the current economic environment, among other factors, in forming our estimates and judgments, giving appropriate consideration to materiality. Actual results may differ from these estimates. In addition, other companies may utilize different estimates, which may impact the comparability of our results of operations to other companies in our industry. We believe that of our significant accounting policies, the following may involve a higher degree of judgment and estimation, or are fundamentally important to our business.

Revenue Recognition.    We normally enter into contractual agreements with our customers for periods ranging between one to three years.  We recognize the total revenue provided under a contract ratably over the contract period, including any periods under which we have agreed to provide services at no cost.  Deferred revenues are recognized as a liability when billings are issued in advance of the date when revenues are earned.  We apply the revenue recognition principles set forth under SEC’s Staff Accounting Bulletin 104, (“SAB 104”) which provides for revenue to be recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery or installation has been completed, (iii) the customer accepts and verifies receipt, and (iv) collectability is reasonably assured.

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Long-Lived Assets.  Long-lived assets consist primarily of property and equipment, and intangible assets. Long-lived assets are reviewed annually for impairment or whenever events or circumstances indicate their carrying value may not be recoverable. Conditions that would result in an impairment charge include a significant decline in the market value of an asset, a significant change in the extent or manner in which an asset is used, or a significant adverse change that would indicate that the carrying amount of an asset or group of assets is not recoverable. When such events or circumstances arise, an estimate of the future undiscounted cash flows produced by the asset, or the appropriate grouping of assets, is compared to the asset’s carrying value to determine if impairment exists.  If the asset is determined to be impaired, the impairment loss is measured based on the excess of its carrying value over its fair value. Assets to be disposed of are reported at the lower of their carrying value or net realizable value.

Asset Retirement Obligations.   The Financial Accounting Standards Board’s (“FASB”) guidance on asset retirement obligations addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated costs.  This guidance requires the recognition of an asset retirement obligation and an associated asset retirement cost when there is a legal obligation associated with the retirement of tangible long-lived assets.  Our network equipment is installed on both buildings in which we have a leaseagreement (“Company Locations”) and at customer locations.  In both instances, the installation and removal of our equipment is not complicated and does not require structural changes to the building where the equipment is installed.  Costs associated with the removal of our equipment at company or customer locations are not material, and accordingly, we have determined that we do not presently have asset retirement obligations under the FASB’s accounting guidance.

Off-Balance Sheet Arrangements.   We have no off-balance sheet arrangements, financings, or other relationships with unconsolidated entities known as ‘‘Special Purposes Entities.’’

Recent Accounting Pronouncements

In February 2010, the FASB issued an accounting standard that amended certain recognition and disclosure requirements related to subsequent events. The accounting standard requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement that an SEC filer disclose the date through which subsequent events have been evaluated. This guidance was effective upon issuance. The adoption of this standard had no effect on our condensed consolidated financial position or results of operations.  Disclosures have been modified to reflect the new requirements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable

Item 4.  Controls and Procedures.

Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its   principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective, as of September 30, 2010, in ensuring that material information that we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our system of internal controls over financial reporting during the three months ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three-month period covered in this Report, we issued 66,075 shares of our common stock on August 30, 2010 to a third party for services rendered. The fair market value of the common stock issued was $105,060.  This transaction did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe was exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.

Item 6. Exhibits.

Exhibit No.	Description
31.1	Section 302 Certification of Principal Executive Officer
31.2	Section 302 Certification of Principal Financial Officer
32.1	Section 906 Certification of Principal Executive Officer
32.2	Section 906 Certification of Principal Financial Officer

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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, thereunto duly authorized.

TOWERSTREAM CORPORATION
Date:  November 4, 2010	By:	/s/ Jeffrey M. Thompson
		Jeffrey M. Thompson
		President and Chief Executive Officer
		(Principal Executive Officer)
Date:  November 4, 2010	By:	/s/ Joseph P. Hernon
		Joseph P. Hernon
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

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EXHIBIT INDEX

Exhibit No.	Description
31.1	Section 302 Certification of Principal Executive Officer
31.2	Section 302 Certification of Principal Financial Officer
32.1	Section 906 Certification of Principal Executive Officer
32.2	Section 906 Certification of Principal Financial Officer