Towerstream (TWER) 10-Q 2012 Q2 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 June 30, 2012

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, including area code(401) 848-5848

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. YesxNo¨ 

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). Yesx 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.

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

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

As of August 6, 2012, there were 54,364,896 shares of common stock, par value $0.001 per share, outstanding.

TOWERSTREAM CORPORATION AND SUBSIDIARIES

Table of Contents

		Pages
Part I	FINANCIAL INFORMATION
Item 1.	Financial Statements.	1
	Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011	1
	Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited)	2
	Condensed Consolidated Statement of Stockholders’ Equity for the Six Months Ended June 30, 2012 (unaudited)	3
	Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011 (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.	13-21
Item 3.	Quantitative and Qualitative Disclosures about Market Risk.	22
Item 4.	Controls and Procedures.	22
Part II	OTHER INFORMATION
Item 6.	Exhibits.	23

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

TOWERSTREAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	(Unaudited) June 30, 2012			December 31, 2011
Assets
Current Assets
Cash and cash equivalents	$	31,415,895		$	44,672,587
Accounts receivable, net		708,620			592,539
Prepaid expenses and other current assets		1,055,563			622,505
Total Current Assets		33,180,078			45,887,631
Property and equipment, net		36,487,249			27,531,273
Intangible assets, net		5,987,998			7,959,761
Goodwill		1,674,281			1,674,281
Other assets		1,237,694			583,950
Total Assets	$	78,567,300		$	83,636,896
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	1,308,407		$	1,443,919
Accrued expenses		3,757,899			2,120,093
Deferred revenues		1,627,385			1,591,286
Current maturities of capital lease obligations		539,392			293,126
Other		327,555			392,546
Total Current Liabilities		7,560,638			5,840,970
Long-Term Liabilities
Capital lease obligations, net of current maturities		1,990,848			241,154
Other		275,612			409,862
Total Long-Term Liabilities		2,266,460			651,016
Total Liabilities		9,827,098			6,491,986
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; 54,364,896 and 54,256,083 shares issued and outstanding, respectively		54,365			54,256
Additional paid-in-capital		120,203,943			119,469,969
Accumulated deficit		(51,518,106	)		(42,379,315	)
Total Stockholders' Equity		68,740,202			77,144,910
Total Liabilities and Stockholders' Equity	$	78,567,300		$	83,636,896

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

1

TOWERSTREAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Revenues	$	8,103,321		$	6,581,059		$	15,922,380		$	12,534,072
Operating Expenses
Cost of revenues (exclusive of depreciation)		3,718,626			1,846,215			6,786,637			3,352,122
Depreciation and amortization		3,348,283			2,213,218			6,629,362			4,187,800
Customer support services		1,172,715			733,162			2,240,530			1,504,185
Sales and marketing		1,510,277			1,380,857			2,940,104			2,720,659
General and administrative		3,067,211			2,264,866			6,409,602			4,140,262
Total Operating Expenses		12,817,112			8,438,318			25,006,235			15,905,028
Operating Loss		(4,713,791	)		(1,857,259	)		(9,083,855	)		(3,370,956	)
Other Income/(Expense)
Interest income		14,011			4,440			31,189			10,032
Interest expense		(16,670	)		(2,202	)		(38,986	)		(4,790	)
Gain (loss) on business acquisition		(40,079	)		1,045,444			(40,079	)		1,045,444
Other income (expense), net		(2,130	)		(2,819	)		(7,060	)		(4,710	)
Total Other Income/(Expense)		(44,868	)		1,044,863			(54,936	)		1,045,976
Net Loss	$	(4,758,659	)	$	(812,396	)	$	(9,138,791	)	$	(2,324,980	)
Net loss per common share – basic and diluted	$	(0.09	)	$	(0.02	)	$	(0.17	)	$	(0.05	)
Weighted average common shares outstanding – basic and diluted		54,369,177			42,638,966			54,340,621			42,425,510

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

2

TOWERSTREAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

For the Six Months Ended June 30, 2012

	Common Stock						Additional
	Shares			Amount			Paid-In- Capital			Accumulated Deficit			Total
Balance at January 1, 2012		54,256,083		$	54,256		$	119,469,969		$	(42,379,315	)	$	77,144,910
Cashless exercise of options		64,608			65			(65	)					-
Exercise of options		142,150			142			161,269						161,411
Issuance of common stock under employee stock purchase plan		16,161			16			70,762						70,778
Issuance of common stock upon vesting of restricted stock awards		30,000			30			(30	)					-
Stock-based compensation for options								846,159						846,159
Stock-based compensation for restricted stock								59,100						59,100
Adjustment to common stock issued for business acquisitions		(144,106	)		(144	)		(403,221	)					(403,365	)
Net loss										$	(9,138,791	)	$	(9,138,791	)
Balance at June 30, 2012		54,364,896		$	54,365		$	120,203,943		$	(51,518,106	)	$	68,740,202

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

3

TOWERSTREAM CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended June 30,
	2012			2011
Cash Flows From Operating Activities
Net loss	$	(9,138,791	)	$	(2,324,980	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Provision for doubtful accounts		169,082			112,516
Depreciation and amortization		6,629,362			4,187,800
Stock-based compensation		915,835			246,826
(Gain) loss on business acquisition		40,079			(1,045,444	)
Loss on sale and disposition of property and equipment		23,605			48,275
Deferred rent		(46,327	)		(42,079	)
Changes in operating assets and liabilities:
Accounts receivable		(285,582	)		138,261
Prepaid expenses and other current assets		(593,114	)		(162,465	)
Other assets		(397,663	)		(144,074	)
Accounts payable		(135,512	)		169,456
Accrued expenses		1,843,187			134,965
Other current liabilities		-			(30,489	)
Deferred revenues		(184,629	)		(281,869	)
Total Adjustments		7,978,323			3,331,679
Net Cash (Used In) Provided By Operating Activities		(1,160,468	)		1,006,699
Cash Flows From Investing Activities
Acquisitions of property and equipment		(11,643,417	)		(6,320,398	)
Acquisition of a business		-			(1,600,000	)
Proceeds from sale of property and equipment		9,350			1,009
Payments of security deposits		(256,081	)		(42,930	)
Deferred acquisition payments		(152,914	)		-
Net Cash Used In Investing Activities		(12,043,062	)		(7,962,319	)
Cash Flows From Financing Activities
Payments on capital leases		(274,775	)		(40,372	)
Issuance of common stock upon exercise of options		161,411			223,140
Issuance of common stock upon exercise of warrants		-			27,000
Issuance of common stock under employee stock purchase plan		60,202			17,926
Net Cash (Used In) Provided By Financing Activities		(53,162	)		227,694
Net Decrease In Cash and Cash Equivalents		(13,256,692	)		(6,727,926	)
Cash and Cash Equivalents – Beginning		44,672,587			23,173,352
Cash and Cash Equivalents – Ending	$	31,415,895		$	16,445,426
Supplemental Disclosures of Cash Flow Information
Cash paid during the periods for:
Interest	$	38,986		$	4,790
Taxes	$	16,360		$	16,050
Non-cash investing and financing activities:
Acquisition of property and equipment under capital lease obligation	$	2,042,930		$	201,616
Fair value of common stock issued (returned) related to an acquisition	$	(403,365	)	$	1,839,732

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

4

.

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.    Organization and Nature of Business

Towerstream Corporation (referred to as ‘‘Towerstream’’ or the ‘‘Company’’) was incorporated in Delaware in December 1999. 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 broadband service to business customers in twelve major metropolitan markets consisting of New York City, Boston, Chicago, Los Angeles, San Francisco, Seattle, Miami, Dallas-Fort Worth, Philadelphia, Nashville, Las Vegas-Reno and Providence-Newport.

In the fourth quarter of 2011, the Company launched its small cell rooftop asset platform which is marketed towards mobile operators, Internet based marketing companies and Wi-Fi operators.

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 June 30, 2012 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2012 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, 2011. 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, 2011, 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. As of June 30, 2012, the Company had cash and cash equivalent balances of approximately $23,399,000 in excess of the federally insured limit of $250,000. Under the FDIC’s Transaction Account Guarantee (“TAG”) program, non-interest-bearing transaction deposit accounts have full federal deposit insurance coverage through December 31, 2012. The Company has one noninterest-bearing transaction deposit account with a balance of approximately $185,000 as of June 30, 2012 that is covered under the TAG program.

The Company also had approximately $7,766,000 invested in three institutional money market funds. These funds are protected under the Securities Investor Protection Corporation (‘‘SIPC’’), 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 which reflects the Company’s estimate of balances that will be not collected. The allowance is based on the history of past write-offs, the aging of balances, collections experience and current credit conditions. Additions to the allowance for doubtful accounts include provisions for bad debt and deductions to the allowance for doubtful accounts include customer write-offs.

5

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Changes in the allowance for doubtful accounts were as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Beginning of period	$	242,988		$	105,576		$	262,525		$	118,825
Additions		136,000			163,824			166,000			197,492
Deductions		(103,918	)		(40,953	)		(153,455	)		(87,870	)
End of period	$	275,070		$	228,447		$	275,070		$	228,447

Business Acquisitions. Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the consideration transferred on the acquisition date.  When the Company acquires a business, it assesses the acquired assets and liabilities assumed for the appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. The excess of the total consideration transferred over the net identifiable assets acquired and liabilities assumed is recognized as goodwill.  If this consideration is lower than the fair value of the identifiable net assets acquired, the difference is recognized as a gain on business acquisition. Acquisition costs are expensed and included in general and administrative expenses in our condensed consolidated statements of operations.

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 recognizes revenue 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.

Goodwill.Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired in an acquisition. Goodwill is not amortized but rather is reviewed annually for impairment, or whenever events or circumstances indicate that the carrying value may not be recoverable. The Company initially performs a qualitative assessment of goodwill which considers macro-economic conditions, industry and market trends, and the current and projected financial performance of the reporting unit.  No further analysis is required if it is determined that there is a less than 50 percent likelihood that the carrying value is greater than the fair value. 

Recent Accounting Pronouncements.In July 2012,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2012-02, Intangibles-Goodwill and Other (Topic 350) - Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), to simplify how entities test indefinite-lived intangibles assets for impairment. ASU 2012-02 allows entities to assess qualitative factors in determining whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. This pronouncement becomes effective for annual and interim tests performed for the fiscal years beginning after September 15, 2012. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.

Subsequent Events. Subsequent events have been evaluated through the date of this filing.

Note 3.    Business Acquisitions

Color Broadband Communications Inc.

In May 2012, the Company finalized the purchase price of Color Broadband Communications Inc. (“Color Broadband”). The final purchase price of $5,098,996 is $220,885, or 4%, lower than the previously reported purchase price of $5,319,881. The finalization of the purchase price resulted in a reduction of approximately $261,000 of identifiable net assets and the recognition of a reduction in the gain on business acquisition of approximately $40,000. The purchase price adjustment resulted in a decrease in the number of shares of common stock issued to Color Broadband of 98,506 from 925,736 to 827,230 shares. In addition, 45,600 shares of common stock were returned to the Company principally representing accounts receivable collections retained by Color Broadband during the post-closing transition services period.

One Velocity Inc.

In January 2012, the Company finalized the purchase price of the One Velocity Inc. (“One Velocity”) acquisition. The final purchase price of $2,881,959 is $557,774, or 16%, lower than the previously reported purchase price of $3,439,732. The adjustment resulted in a decrease of 117,426 of common stock issued to One Velocity, from 387,312 to 269,886 shares. In addition, the Company recognized additional gain on business acquisition of approximately $481,000 and a reduction of approximately $77,000 of identifiable net assets in the fourth quarter of 2011. The additional gain on business acquisition of approximately $481,000 has been retroactively adjusted and included in the three and six months ended June 30, 2011 periods.

6

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Pro Forma Information

The following table reflects the unaudited pro forma consolidated results of operations had the acquisitions of One Velocity, Inc. (“One Velocity”) and Color Broadband taken place at the beginning of the 2011 period:

	Three Months Ended June 30, 2011			Six Months Ended June 30, 2011
Revenues	$	7,515,074		$	14,589,694
Amortization expense		1,320,335			2,687,005
Total operating expenses		9,588,027			18,462,281
Net loss		(1,028,090	)		(2,827,001	)
Basic net loss per share	$	(0.02	)	$	(0.07	)

The pro forma information presented above does not purport to present what actual results would have been had the acquisitions actually occurred at the beginning of 2011 nor does the information project results for any future period.

Note 4.    Property and Equipment

Property and equipment is comprised of:

	June 30, 2012		December 31, 2011
Network and base station equipment	$	25,557,064	$	22,231,025
Customer premise equipment		20,499,608		18,015,886
Small cell rooftop asset platform		12,844,546		6,535,212
Information technology		3,406,906		1,977,302
Furniture, fixtures and other		1,591,764		1,579,269
Leasehold improvements		787,959		775,420
		64,687,847		51,114,114
Less: accumulated depreciation		28,200,598		23,582,841
Property and equipment, net	$	36,487,249	$	27,531,273

Depreciation expense for the three months ended June 30, 2012 and 2011 was $2,469,488 and $1,500,075, respectively. Depreciation expense for the six months ended June 30, 2012 and 2011 was $4,697,416 and $2,827,897, respectively. The Company sold or disposed of property and equipment with $112,614 of original cost and $79,659 of accumulated depreciation during the six months ended June 30, 2012. The Company sold or disposed of property and equipment with $93,361 of original cost and $45,842 of accumulated depreciation during the six months ended June 30, 2011. In addition, the Company exchanged property and equipment with a net book value of $20,815 for property and equipment with a fair value of $19,050 during the six months ended June 30, 2011. There were no exchanges of property and equipment for the six months ended June 30, 2012.

Property acquired through capital leases included within the Company’s property and equipment consists of the following:

	June 30, 2012		December 31, 2011
Network and base station equipment	$	712,924	$	576,033
Small cell rooftop asset platform		684,149		81,305
Customer premise equipment		59,328		59,328
Information technology		1,462,164		-
		2,918,565		716,666
Less: accumulated depreciation		235,440		77,915
Property acquired through capital leases, net	$	2,683,125	$	638,751

During the first quarter of 2012, the Company made final lease payments of $46,412 on property held under capital leases acquired with the Color Broadband acquisition. The Company obtained clear title to the equipment, and accordingly, is no longer reporting these assets as property held under capital leases.

7

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 5. Intangible Assets

Intangible assets consist of the following:

	June 30, 2012		December 31, 2011
Goodwill	$	1,674,281	$	1,674,281
Customer contracts	$	10,221,658	$	10,261,475
FCC licenses		1,284,555		1,284,555
		11,506,213		11,546,030
Less: accumulated amortization of customer contracts		5,518,215		3,586,269
Intangible assets, net	$	5,987,998	$	7,959,761

Amortization expense for the three months ended June 30, 2012 and 2011 was $878,795 and $713,143, respectively. Amortization expense for the six months ended June 30, 2012 and 2011 was $1,931,946 and $1,359,903, respectively. The customer contracts acquired in the Sparkplug Chicago, Inc. acquisition totaled $1,483,000 and were amortized over a 14 month period which ended in June 2011. The customer contracts acquired in the Pipeline Wireless, LLC acquisition totaled $1,864,187 and were amortized over a 17 month period which ended May 2012. The customer contracts acquired in the One Velocity acquisition are being amortized over a 30 month period ending November 2013. The customer contracts acquired in the Color Broadband acquisition are being amortized over a 28 month period ending April 2014. As of June 30, 2012, the average remaining amortization period was approximately 13 months. Future amortization expense is expected to be as follows:

Remainder of 2012	$	1,439,822
2013		2,766,925
2014		496,696
	$	4,703,443

The Company’s FCC licenses are not subject to amortization as they have an indefinite useful life.

Note 6. Accrued Expenses

Accrued expenses consist of the following:

	June 30, 2012		December 31, 2011
Property and equipment	$	1,912,822	$	863,525
Payroll and related		790,041		608,101
Lease acquisition		310,600		-
Professional services		226,147		277,213
Network		253,955		149,755
Marketing		79,813		2,582
Acquisition costs		-		95,911
Other		184,521		123,006
Total	$	3,757,899	$	2,120,093

Network expenses consist of costs incurred to provide services to our customers, and include tower rentals, bandwidth, troubleshooting, and gear removal.

8

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

 Note 7.    Other Liabilities

Other liabilities consist of the following:

	June 30, 2012		December 31, 2011
Current
Deferred rent	$	115,759	$	104,206
Deferred acquisition payments		211,796		288,340
Total	$	327,555	$	392,546
Long-Term
Deferred rent	$	28,940	$	86,820
Deferred acquisition payments		128,654		205,024
Deferred taxes		118,018		118,018
Total	$	275,612	$	409,862

The gross balance of deferred acquisition payments totaled $442,500 as of June 30, 2012 and included $382,500 related to the acquisition of Pipeline Wireless, LLC payable in monthly installments of $16,630 through May 2014, and $60,000 related to the acquisition of Color Broadband payable in monthly installments of $10,000 through December 2012. These payments are recorded at a 12% discount rate for acquisition accounting purposes.

Note 8. Stock-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 totaled $355,834 and $108,403 for the three months ended June 30, 2012 and 2011, respectively. Stock-based compensation totaled $846,159 and $184,555 for the six months ended June 30, 2012 and 2011, 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 totaled $2,876,556 as of June 30, 2012 which will be recognized over a weighted-average period of 2.5 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 June 30,					Six Months Ended June 30,
	2012			2011		2012		2011
Risk-free interest rate		0.6	%		1.6%-1.8%		0.6% - 1.0%		1.6%-1.8%
Expected volatility		74	%		56%-58%		65% - 74%		56%-58%
Expected life (in years)		5.3			5.3 - 6.0		5 - 5.3		5.3 - 6.0
Expected dividend yield		-			-		-		-
Weighted average per share grant date fair value	$	2.15		$	2.65	$	2.16	$	2.65

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 foreseeable future.

During the first quarter of 2011, the Company issued 90,000 shares of restricted stock to two executives. The fair value of $354,600 was based on the closing market price of the Company’s common stock on the date of grant. The restricted stock vests over a three year period, of which 30,000 shares were vested as of June 30, 2012. Stock-based compensation for restricted stock totaled $29,550 for the three months ended June 30, 2012 and 2011, respectively. Stock-based compensation for restricted stock totaled $59,100 for the six months ended June 30, 2012 and 2011, respectively. Unrecognized compensation cost of $177,300 at June 30, 2012 will be recognized ratably through December 2013.

9

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Option transactions under the stock option plans during the six months ended June 30, 2012 were as follows:

	Number of Options			Weighted Average Exercise Price
Outstanding as of December 31, 2011		4,635,624		$	2.85
Granted during 2012		250,000			3.62
Exercised		(251,715	)		1.38
Forfeited /expired		(96,872	)		8.62
Outstanding as of June 30, 2012		4,537,037		$	2.85
Exercisable as of June 30, 2012		3,112,666		$	2.11

A total of 16,008 and 109,565 options were exercised on a cashless basis during the three and six months ended June 30, 2012 resulting in the net issuance of 9,786 and 64,608 shares. Under a cashless exercise, the holder uses a portion of the shares that would otherwise be issuable upon exercise, rather than cash, as consideration for the exercise. The amount of net shares issuable in connection with a cashless exercise will vary based on the exercise price of the option compared to the current market price of the Company’s common stock on the date of exercise.

During the three and six months ended June 30, 2012, a total of 103,815 and 142,150 options were exercised on a cash basis which resulted in proceeds of $118,493 and $161,411, respectively.

The weighted average remaining contractual life of the outstanding options as of June 30, 2012 was 6.1 years.

The intrinsic value of outstanding and exercisable options totaled $7,471,080 and $7,055,660, respectively, as of June 30, 2012. The intrinsic value is calculated as the difference between the closing price of the Company’s common stock at June 30, 2012, which was $4.15 per share, and the exercise price of the options.

The number of shares issuable upon the exercise of an option will be lower if a holder elects to exercise on a cashless basis.

Note 9.    Stock Warrants

Warrant transactions during the six months ended June 30, 2012 were as follows:

	Number of Warrants			Weighted Average Exercise Price
Outstanding as of December 31, 2011		4,776,310		$	4.65
Forfeited /expired		(4,326,310	)		4.61
Outstanding as of June 30, 2012		450,000		$	5.00
Exercisable as of June 30, 2012		-		$	-

A total of 4,026,310 warrants exercisable at prices ranging from $4.00 to $6.00 expired in January 2012 and an additional 300,000 warrants with an exercise price of $4.00 expired in June 2012.

There was no intrinsic value associated with the outstanding and exercisable warrants as of June 30, 2012. The intrinsic value is calculated as the difference between the closing price of the Company’s common stock at June 30, 2012, which was $4.15 per share, and the exercise price of the warrants.

The weighted average remaining contractual life as of June 30, 2012 was 4.0 years.

The number of shares issuable upon the exercise of a warrant will be lower if a holder elects to exercise on a cashless basis.

10

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 10. Employee Stock Purchase Plan

Under the Company’s 2010 Employee Stock Purchase Plan (“ESPP Plan”), participants can purchase shares of the Company’s stock at a 15% discount. A maximum of 200,000 shares of common stock can be issued under the ESPP plan. The first issuance under the ESPP Plan occurred on June 30, 2011. During the three and six months ended June 30, 2012, a total of 9,978 and 16,161 shares were issued with a fair value of $41,409 and $70,778, respectively. The Company recognized $6,186 and $10,576 of stock-based compensation related to the 15% discount for the three and six months ended June 30, 2012, respectively. The Company recognized $3,171 of stock-based compensation related to the 15% discount for three and six months ended June 30, 2011, respectively.

Note 11. Fair Value Measurement

Valuation Hierarchy

The FASB’s accounting standard for fair value measurements 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. 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.

Cash and 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. There were no changes in the valuation techniques during the six months ended June 30, 2012.

	Total Carrying Value		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
June 30, 2012	$	31,415,895	$	31,415,895	$	-	$	-
December 31, 2011	$	44,672,587	$	44,672,587	$	-	$	-

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 or issuance of these common stock equivalents outstanding at June 30, 2012 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 $15,203,000.

Stock options	4,537,037
Restricted stock	60,000
Warrants	450,000
Total	5,047,037

Note 13.    Commitments

Operating 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 December 2020.

As of June 30, 2012, total future operating lease obligations were as follows:

Remainder of 2012	$	6,000,401
2013		10,704,370
2014		8,962,385
2015		8,133,645
2016		6,906,255
Thereafter		3,736,867
	$	44,443,923

11

TOWERSTREAM CORPORATION AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Rent expense for the three month ended June 30, 2012 and 2011 totaled approximately $2,622,000 and $1,231,000, respectively. Rent expense for the six months ended June 30, 2012 and 2011 totaled approximately $4,739,000 and $2,268,000, respectively.

Capital Lease Obligations

We have entered into capital leases to acquire property and equipment expiring through May 2017. In December 2011, we entered into an agreement with Cisco Capital to acquire equipment related to our information technology infrastructure. The total lease obligation is approximately $2,100,000, of which approximately $1,400,000 commenced in the second quarter of 2012. The remaining $700,000 is expected to commence in the third quarter of 2012. These leases will be paid in various installments over a 60 month period.

As of June 30, 2012, total future capital lease obligations were as follows:

Remainder of 2012	$	333,507
2013		741,350
2014		766,595
2015		692,047
2016		633,377
Thereafter		263,907
	$	3,430,783

Other

In December 2011, we entered into a one year information technology infrastructure support agreement. The agreement became effective at the end of the first quarter of 2012. The monthly payments are approximately $43,000 and will be paid through the first quarter of 2013.

Note 14.    Subsequent Events

In August 2012, the Company and Delos Internet (“Delos”) entered into a merger agreement pursuant to which a wholly-owned subsidiary of the Company will be merged with and into Delos, with Delos becoming a wholly-owned subsidiary of the Company. Delos operates in Houston, Texas. The closing of the merger agreement is subject to customary conditions as well as regulatory approval. The Company anticipates that the merger agreement will close during the fourth quarter of 2012.  

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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 six months ended June 30, 2012. 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, 2011 and the condensed consolidated unaudited financial statements and related notes included elsewhere in this filing. The follow 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 Quarterly Report on Form 10-Q.

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 broadband service to business customers in New York City, Boston, Chicago, Los Angeles, San Francisco, Seattle, Miami, Dallas-Fort Worth, Philadelphia, Nashville, Las Vegas-Reno and Providence-Newport.

In the fourth quarter of 2011, we launched our small cell rooftop asset platform which is marketed towards mobile operators, Internet based marketing companies, and Wi-Fi operators. 

In the first half of 2012, we entered into two agreements with national wireless carriers utilizing our current and future small cell rooftop asset platforms.

Characteristics of our Revenues and Expenses

We offer broadband 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 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 constructing PoPs in buildings in which we have a lease agreement (“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 into 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 up-front 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 facilities 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 June 30, 2012, we operated in twelve major metropolitan markets consisting of New York, Boston, Los Angeles, Chicago, San Francisco, Miami, Seattle, Dallas-Fort Worth, Philadelphia, Nashville, Las Vegas-Reno and Providence-Newport. The markets were launched at different times, and as a result, may have different operating metrics based on their size and 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 incurring Network Costs.  Other material costs include hiring and training sales and marketing 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.

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.

Costs of Revenues: Includes payroll, Core Network costs and Customer Network costs that can be allocated to a specific market.

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

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.

Adjusted Market EBITDA:Represents a market’s income (loss) 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 entered the Las Vegas-Reno market in May 2011 through the acquisition of One Velocity, Inc. (“One Velocity”). The acquisition of Color Broadband Communications Inc. (“Color Broadband”) in December 2011 expanded our market presence in the Los Angeles area.

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Three months ended June 30, 2012 

Market	Revenues		Cost of Revenues		Gross Margin			Operating Costs		Adjusted Market EBITDA
Los Angeles	$	1,925,959	$	646,234	$	1,279,725		$	380,253	$	899,472
New York		1,806,110		481,629		1,324,481			283,285		1,041,196
Boston		1,747,604		365,383		1,382,221			224,282		1,157,939
Chicago		938,237		273,894		664,343			192,586		471,757
San Francisco		409,621		93,464		316,157			72,371		243,786
Miami		406,234		98,324		307,910			94,837		213,073
Las Vegas-Reno		396,870		152,561		244,309			45,983		198,326
Dallas-Fort Worth		161,279		92,303		68,976			89,715		(20,739	)
Providence/Newport		125,115		44,697		80,418			32,988		47,430
Seattle		115,229		56,188		59,041			25,228		33,813
Philadelphia		24,528		16,605		7,923			22,897		(14,974	)
Nashville		10,274		14,836		(4,562	)		8,771		(13,333	)
Total	$	8,067,060	$	2,336,118	$	5,730,942		$	1,473,196	$	4,257,746

Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Adjusted market EBITDA	$	4,257,746
Centralized costs		(1,012,639	)
Corporate expenses		(2,038,711	)
Small cell rooftop platform, net		(2,180,334	)
Depreciation and amortization		(3,348,283	)
Stock-based compensation		(391,570	)
Other income (expense)		(44,868	)
Net loss	$	(4,758,659	)

Three months ended June 30, 2011 

Market	Revenues		Cost of Revenues		Gross Margin		Operating Costs		Adjusted Market EBITDA
Boston	$	1,705,713	$	398,959	$	1,306,754	$	274,904	$	1,031,850
New York		1,502,945		350,372		1,152,573		313,253		839,320
Los Angeles		1,048,426		191,730		856,696		275,090		581,606
Chicago		916,531		294,817		621,714		162,206		459,508
San Francisco		386,386		73,068		313,318		96,973		216,345
Miami		342,166		79,750		262,416		92,267		170,149
Las Vegas- Reno		189,093		76,275		112,818		7,879		104,939
Seattle		137,858		53,765		84,093		34,911		49,182
Providence-Newport		112,131		42,640		69,491		23,735		45,756
Dallas-Fort Worth		180,221		78,844		101,377		71,436		29,941
Philadelphia		43,540		17,554		25,986		27,520		(1,534	)
Nashville		16,049		12,124		3,925		11,283		(7,358	)
Total	$	6,581,059	$	1,669,898	$	4,911,161	$	1,391,457	$	3,519,704

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Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Adjusted market EBITDA	$	3,519,704
Centralized costs		(726,161	)
Corporate expenses		(1,892,365	)
Small cell rooftop asset platform		(404,095	)
Depreciation and amortization		(2,213,218	)
Stock-based compensation		(141,124	)
Other income (expense)		1,044,863
Net Loss	$	(812,396	)

Six months ended June 30, 2012

Market	Revenues		Cost of Revenues		Gross Margin			Operating Costs		Adjusted Market EBITDA
Los Angeles	$	3,893,067	$	1,226,239	$	2,666,828		$	728,878	$	1,937,950
New York		3,439,474		905,034		2,534,440			591,300		1,943,140
Boston		3,436,129		759,325		2,676,804			490,068		2,186,736
Chicago		1,799,226		531,989		1,267,237			336,348		930,889
Las Vegas-Reno		828,716		305,803		522,913			86,019		436,894
Miami		825,140		186,653		638,487			196,461		442,026
San Francisco		787,002		162,498		624,504			147,586		476,918
Dallas-Fort Worth		330,539		175,430		155,109			167,374		(12,265	)
Providence/Newport		233,255		85,028		148,227			63,535		84,692
Seattle		231,127		118,781		112,346			51,912		60,434
Philadelphia		48,415		32,706		15,709			45,081		(29,372	)
Nashville		19,607		28,039		(8,432	)		17,505		(25,937	)
Total	$	15,871,697	$	4,517,525	$	11,354,172		$	2,922,067	$	8,432,105

Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Adjusted market EBITDA	$	8,432,105
Centralized costs		(1,884,782	)
Corporate expenses		(4,288,472	)
Small cell rooftop platform, net		(3,797,509	)
Depreciation and amortization		(6,629,362	)
Stock-based compensation		(915,835	)
Other income (expense)		(54,936	)
Net loss	$	(9,138,791	)

Six months ended June 30, 2011

Market	Revenues		Cost of Revenues		Gross Margin		Operating Costs		Adjusted Market EBITDA
Boston	$	3,358,539	$	793,052	$	2,565,487	$	497,273	$	2,068,214
New York		2,951,136		675,762		2,275,374		636,592		1,638,782
Los Angeles		1,998,694		365,890		1,632,804		536,394		1,096,410
Chicago		1,733,240		521,289		1,211,951		347,880		864,071
San Francisco		735,145		132,511		602,634		190,032		412,602
Miami		643,181		148,735		494,446		195,250		299,196
Las Vegas- Reno		189,093		76,275		112,818		7,879		104,939
Seattle		274,267		107,386		166,881		63,398		103,483
Providence-Newport		231,058		83,501		147,557		50,785		96,772
Dallas-Fort Worth		324,045		160,036		164,009		135,793		28,216
Philadelphia		64,052		30,809		33,243		55,711		(22,468	)
Nashville		31,622		20,146		11,476		22,779		(11,303	)
Total	$	12,534,072	$	3,115,392	$	9,418,680	$	2,739,766	$	6,678,914

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Reconciliation of Non-GAAP Financial Measure to GAAP Financial Measure
Adjusted market EBITDA	$	6,678,914
Centralized costs		(1,482,503	)
Corporate expenses		(3,607,333	)
Small cell rooftop asset platform		(525,408	)
Depreciation and amortization		(4,187,800	)
Stock-based compensation		(246,826	)
Other income (expense)		1,045,976
Net loss	$	(2,324,980	)

Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011

Revenues. Revenues totaled $8,103,321 during the three months ended June 30, 2012 compared to $6,581,059 during the three months ended June 30, 2011 representing an increase of $1,522,262, or 23%. This increase was primarily related to a 16% increase in our customer base from approximately 3,100 at June 30, 2011 to approximately 3,600 at June 30, 2012.

Average revenue per user (“ARPU”) as of June 30, 2012 totaled $708 compared to $703 as of June 30, 2011 representing an increase of $5, or 1%. The increase in ARPU primarily related to a higher percentage of customers purchasing, or upgrading to, higher bandwidth service which generates greater monthly recurring revenue (“MRR”).  Customers purchasing more than 10 megabytes of bandwidth service, commonly referred to as point-to-point customers, increased from 33% of our customer base as of June 30, 2011 to 39% as of June 30, 2012.The customers acquired from One Velocity in May 2011 had an ARPU of $734 compared to $690 for our customer base which had the effect of increasing our post acquisition ARPU by $2. The customers acquired from Color Broadband in December 2011 had an ARPU of $645 compared to $717 for our customer base which had the effect of decreasing our post acquisition ARPU by $7.

Customer churn, calculated as a percent of revenue lost on a monthly basis from customers terminating service or reducing their service level, totaled 1.65% for the three months ended June 30, 2012 compared to 1.56% for the three months ended June 30, 2011. Our goal is to maintain churn levels between 1.4% and 1.7% which we believe is below industry averages of approximately 2.0%.

Cost of Revenues.    Cost of revenues totaled $3,718,626 for the three months ended June 30, 2012 compared to $1,846,215 for the three months ended June 30, 2011 representing an increase of $1,872,411, or slightly greater than 100%. Gross margins for the three months ended June 30, 2012 decreased to 54% compared to 72% during the three months ended June 30, 2011. Expenses associated with the small cell rooftop asset platform totaled approximately $1,318,000 which impacted gross margin by 16 percentage points for the three months ended June 30, 2012. There were approximately $131,000 of expenses associated with the small cell rooftop asset platform for the three months ended June 30, 2011 which impacted gross margins by 2 percentage points. Core Network costs increased by approximately $638,000 primarily related to higher tower rent and bandwidth expenses which were partly related to acquisitions. Customer Network costs increased by approximately $95,000 primarily related to the growth in our customer base.

Depreciation and Amortization.    Depreciation and amortization totaled $3,348,283for the three months ended June 30, 2012 compared to $2,213,218 for the three months ended June 30, 2011 representing an increase of $1,135,065, or 51%. Depreciation expense totaled $2,469,488 for the three months ended June 30, 2012 compared to $1,500,075 for the three months ended June 30, 2011 representing an increase of $969,413, or 65%.The gross base of depreciable assets as of June 30, 2012 increased by $23,750,628, or 58%, compared to June 30, 2011. The increase in the depreciable base during the twelve months ended June 30, 2012 reflects continued growth in the core business (approximately $12,402,000) as well as spending on the small cell rooftop asset platform (approximately $9,372,000) and additions resulting from acquisitions (approximately $1,977,000).

Amortization expense totaled $878,795 for the three months ended June 30, 2012 compared to $713,143 for the three months ended June 30, 2011 representing an increase of $165,652, or 23%. The increase was primarily related to the amortization of customer based intangible assets recorded in connection with the acquisitions of One Velocity in the second quarter of 2011 and Color Broadband in the fourth quarter of 2011.

Customer Support Services.    Customer support services totaled $1,172,715 for the three months ended June 30, 2012 compared to $733,162 for the three months ended June 30, 2011 representing an increase of $439,553, or 60%. Expenses associated with the small cell rooftop asset platform totaled approximately $252,000 compared to approximately $42,000 for the three months ended June 30, 2011. The remaining increase was related to additional personnel hired to support our growing customer base. Average department headcount increased by 48% from 56 in the 2011 period to 83 in the 2012 period.

Sales and Marketing.Sales and marketing expenses for the three months ended June 30, 2012 totaled $1,510,277 compared to $1,380,857 for the three months ended June 30, 2011 representing an increase of $129,420, or 9%. This increase was primarily related to an increase in payroll costs of approximately $48,000 and an increase in commissions and bonuses of approximately $56,000.

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General and Administrative.    General and administrative expenses totaled $3,067,211 for the three months ended June 30, 2012 compared to $2,264,866 for the three months ended June 30, 2011 representing an increase of $802,345, or 35%. Costs associated with the small cell rooftop asset platform totaled approximately $637,000 for the three months ended June 30, 2012 as compared to $231,000 for the three months ended June 30, 2011. In addition, stock-based compensation increased by approximately $250,000 and information technology spending increased by approximately $166,000.

Interest Income.Interest income for the three months ended June 30, 2012 totaled $14,011 compared to $4,440 for the three months ended June 30, 2011 representing an increase of $9,571, or greater than 100%. The increase primarily relates to higher average cash balances in the 2012 period compared with the 2011 period. Average cash balances increased from approximately $18.3 million in the second quarter 2011 to approximately $35.5 million in the second quarter 2012.

Interest Expense.    Interest expense for the three months ended June 30, 2012 totaled $16,670 compared to $2,202 for the three months ended June 30, 2011 representing an increase of $14,468, or greater than 100%. Interest expense was primarily related to capital leases acquired and deferred payment obligations related to the Pipeline Wireless LLC(“Pipeline”) and Color Broadband acquisitions.

Gain (Loss) on Business Acquisition.    Loss on business acquisition totaled $40,079 for the three months ended June 30, 2012 compared to a $1,045,444 gain for the three months ended June 30, 2011 representing a decrease of $1,085,523, or greater than 100%. The gain in the 2011 period related to the acquisition of One Velocity in May 2011. The loss in the 2012 period related to the final purchase price adjustment for the Color Broadband acquisition in December 2011. We previously recognized a gain on the acquisition of Color Broadband of $1,186,090. The final net gain totaled $1,146,011.

Net Loss.    Net loss for the three months ended June 30, 2012 totaled $4,758,659 compared to $812,396 for the three months ended June 30, 2011 representing an increase of $3,946,263, or greater than 100%. Revenues increased by $1,522,262 or 23%, while operating expenses increased by $4,378,794, or 52%. Operating expenses associated with the small cell rooftop asset platform totaled $2,216,595 for the three months ended June 30, 2012 compared to $404,095 for the three months ended June 30, 2011 representing an increase of $1,812,500, or greater than 100%. In addition, non-operating expense totaled $44,868 for the three months ended June 30, 2012 compared with non-operating income of $1,044,863 for the three months ended June 30, 2011.

Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011

Revenues. Revenues totaled $15,922,380 during the six months ended June 30, 2012 compared to $12,534,072 during the six months ended June 30, 2011 representing an increase of $3,388,308, or 27%. This increase was primarily related to a 16% increase in our customer base from approximately 3,100 at June 30, 2011 to approximately 3,600 at June 30, 2012.

Cost of Revenues.    Cost of revenues totaled $6,786,637 for the six months ended June 30, 2012 compared to $3,352,122 for the six months ended June 30, 2011 representing an increase of $3,434,515, or slightly greater than 100%. Gross margins for the six months ended June 30, 2012 decreased to 57% compared to 73% during the six months ended June 30, 2011. Expenses associated with the small cell rooftop asset platform totaled approximately $2,167,000 which impacted gross margin by 14 percentage points for the six months ended June 30, 2012. There were approximately $147,000 of expenses associated with the small cell rooftop asset platform for the six months ended June 30, 2011 which impacted gross margin by 1 percentage point. Core Network costs increased by approximately $1,335,000 primarily related to higher tower rent and bandwidth expenses which were partly related to acquisitions. Customer Network costs increased by approximately $152,000 primarily related to the growth in our customer base.

Depreciation and Amortization.    Depreciation and amortization totaled $6,629,362for the six months ended June 30 2012 compared to $4,187,800 for the six months ended June 30, 2011 representing an increase of $2,441,562, or 58%. Depreciation expense totaled $4,697,416 for the six months ended June 30, 2012 compared to $2,827,897 for the six months ended June 30, 2011 representing an increase of $1,869,519, or 66%.The gross base of depreciable assets as of June 30, 2012 increased by $23,750,628, or 58%, compared to June 30, 2011. The increase in the depreciable base during the twelve months ended June 30, 2012 reflects continued growth in the core business (approximately $12,402,000) as well as spending on the small cell rooftop asset platform (approximately $9,372,000) and additions resulting from acquisitions (approximately $1,977,000).

Amortization expense totaled $1,931,946 for the six months ended June 30, 2012 compared to $1,359,903 for the six months ended June 30, 2011 representing an increase of $572,043, or 42%. The increase was primarily related to the amortization of customer based intangible assets recorded in connection with the acquisitions of Color Broadband in the fourth quarter of 2011 and One Velocity in the second quarter of 2011.

Customer Support Services.    Customer support services totaled $2,240,530 for the six months ended June 30, 2012 compared to $1,504,185 for the six months ended June 30, 2011 representing an increase of $736,345, or 49%. Expenses associated with the small cell rooftop asset platform totaled approximately $466,000 compared to approximately $92,000 for the six months ended June 30, 2011. The remaining increase was related to additional personnel hired to support our growing customer base. Average department headcount increased by 45% from 55 in the 2011 period to 80 in the 2012 period.

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Sales and Marketing.Sales and marketing expenses for the six months ended June 30, 2012 totaled $2,940,104 compared to $2,720,659 for the six months ended June 30, 2011 representing an increase of $219,445, or 8%. This increase was primarily related to an increase in payroll costs of approximately $78,000, an increase in commissions and bonuses of approximately $82,000 and an increase in advertising of approximately $25,000.

General and Administrative.    General and administrative expenses totaled $6,409,602 for the six months ended June 30, 2012 compared to $4,140,262 for the six months ended June 30, 2011 representing an increase of $2,269,340, or 55%. Costs associated with the small cell rooftop asset platform totaled approximately $1,205,000 for the six months ended June 30, 2012 as compared to approximately $286,000 for the six months ended June 30, 2011. In addition, stock-based compensation increased by approximately $669,000, information technology spending increased by approximately $276,000, acquisition costs increased by approximately $255,000, and loss on non-monetary transactions increased by approximately $94,000.

Interest Income.Interest income for the six months ended June 30, 2012 totaled $31,189 compared to $10,032 for the six months ended June 30, 2011 representing an increase of $21,157, or greater than 100%. The increase was primarily related to higher average cash balances in the 2012 period compared with the 2011 period. Average cash balances increased from approximately $20.3 million in the 2011 period to approximately $37.8 million in the 2012 period.

Interest Expense.    Interest expense for the six months ended June 30, 2012 totaled $38,986 compared to $4,790 for the six months ended June 30, 2011 representing an increase of $34,196, or greater than 100%. Interest expense primarily related to capital leases acquired and deferred payment obligations related to the Pipeline and Color Broadband acquisitions.

Gain (Loss) on Business Acquisition.    Loss on business acquisition totaled $40,079 for the six months ended June 30, 2012 compared to a $1,045,444 gain for the six months ended June 30, 2011, representing a decrease of $1,085,523 or greater than 100%. The gain in the 2011 period related to the acquisition of One Velocity in May 2011. The loss in the 2012 period related to the final purchase price adjustment for the Color Broadband acquisition in December 2011. We previously recognized a gain on the acquisition of Color Broadband of $1,186,090. The final net gain totaled $1,146,011.

Net Loss.    Net loss for the six months ended June 30, 2012 totaled $9,138,791 compared to $2,324,980 for the six months ended June 30, 2011 representing an increase of $6,813,811, or greater than 100%. Revenues increased by $3,388,308, or 27%, while operating expenses increased by $9,101,207, or 57%. Operating expenses associated with the small cell rooftop asset platform totaled $3,848,192 for the six months ended June 30, 2012 compared to $525,408 for the six months ended June 30, 2011 representing an increase of $3,322,784, or greater than 100%. In addition, non-operating expense totaled $54,936 for the six months ended June 30, 2012 compared with non-operating income of $1,045,976 for the six months ended June 30, 2011.

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. Changes in capital resources during the six months ended June 30, 2012 and 2011 are described below.

Net Cash (Used in) Provided by Operating Activities.    Net cash used in operating activities for the six months ended June 30, 2012 totaled $1,160,468 compared to cash provided by operating activities of $1,006,699 for the six months ended June 30, 2011 representing a decrease of $2,167,167, or greater than 100%. During the six months ended June 30, 2012, cash provided by operations for our core business totaled $2,390,354 as compared to $1,708,322 during the six months ended June 30, 2011. During the six months ended June 30, 2012, cash flow used in operations for our small cell rooftop asset platform totaled $3,797,509 as compared to $525,408 during the six months ended June 30, 2011. Changes in operating assets and liabilities generally represent timing differences regarding payments and receipts, and are normally not indicative of operating results.  During the six months ended June 30, 2012, changes in operating assets and liabilities provided cash of $246,687 compared to cash used of $176,215 for the six months ended June 30, 2011.

 Net Cash Used in Investing Activities.    Net cash used in investing activities for the six months ended June 30, 2012 totaled $12,043,062 compared to $7,962,319 for the six months ended June 30, 2011 representing an increase of $4,080,743, or 51%. The increase in the 2012 period related to higher spending on property and equipment which increased by $5,323,019, or 84%, from $6,320,398 to $11,643,417. Expenditures related to network equipment increased by approximately $2,398,000 in the 2012 period compared to the 2011 period. Expenditures related to the construction of the small cell rooftop asset platform increased by approximately $2,657,000 in the 2012 period compared to the 2011 period.

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Net Cash (Used in) Provided by Financing Activities.  Net cash used in financing activities for the six months ended June 30, 2012 totaled $53,162 compared to cash provided by financing activities of $227,694 for the six months ended June 30, 2011, representing a decrease of $280,856, or greater than 100%. The decrease was primarily related to payments on our capital leases which totaled approximately $274,775 for the six months ended June 30, 2012 compared to $40,372 for the six months ended June 30, 2011.

Working Capital.    As of June 30, 2012, we had working capital of $25,619,440. 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.

Contractual Obligations and Commitments

The following table summarizes our contractual obligations and other commitments as of June 30, 2012:

	Payments due by period
	Total		2012		2013		2014		2015		2016		Thereafter
Capital lease obligations	$	3,430,783	$	333,507	$	741,350	$	766,595	$	692,047	$	633,377	$	263,907
Operating leases		44,443,923		6,000,401		10,704,370		8,962,385		8,133,645		6,906,255		3,736,867
Deferred payments		442,500		159,783		199,565		83,152		-		-		-
Other		367,012		260,550		106,462		-		-		-		-
Total contractual cash obligations	$	48,684,218	$	6,754,241	$	11,751,747	$	9,812,132	$	8,825,692	$	7,539,632	$	4,000,774

Capital Lease Obligations.We have entered into capital leases to acquire property and equipment expiring through May 2017. In December 2011, we entered into an agreement with Cisco Capital to acquire equipment related to our information technology infrastructure. The total lease obligation is approximately $2,100,000, of which approximately $1,400,000 commenced in the second quarter of 2012. The remaining $700,000 is expected to commence in the third quarter of 2012. These leases will be paid in various installments over a 60 month period.

Operating Leases.We have entered into operating leases related to roof rights, cellular towers, office space, and equipment leases under various non-cancelable agreements expiring through December 2020.

Deferred Payments.We are making deferred payments to Pipeline as part of the consideration paid for the acquisition. There were 23 monthly payments of approximately $16,630 remaining as of June 30, 2012.

We acquired an agreement with the acquisition of Color Broadband related to the purchase of network equipment and licenses. There were 6 monthly payments of $10,000 remaining as of June 30, 2012.

Other.In December 2011, we entered into a one year information technology infrastructure support agreement. The agreement became effective at the end of the first quarter of 2012. The monthly payments are approximately $43,000 and will be paid through the first quarter of 2013.

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 utilize 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 recognize revenue 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 with definite lives consist primarily of property and equipment, and intangible assets such as acquired customer contracts. Long-lived assets are evaluated periodically 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 fair 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.

Business Acquisitions. Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the fair value of the consideration transferred on the acquisition date.  When we acquire a business, we assess the acquired assets and liabilities assumed for the appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions at the acquisition date. The excess of the total consideration transferred over the net identifiable assets acquired and liabilities assumed is recognized as goodwill.  If the total consideration is lower than the fair value of the identifiable net assets acquired, the difference is recognized as a gain on business acquisition. Acquisition costs are expensed and included in general and administrative expenses in our condensed consolidated statements of operations.

Goodwill.Goodwill represents the excess of the purchase price over the estimated fair value of identifiable net assets acquired in an acquisition. Goodwill is not amortized but rather is reviewed annually for impairment, or whenever events or circumstances indicate that the carrying value may not be recoverable.We initially perform a qualitative assessment of goodwill which considers macro-economic conditions, industry and market trends, and the current and projected financial performance of the reporting unit.  No further analysis is required if it is determined that there is a less than 50 percent likelihood that the carrying value is greater than the fair value. 

Asset Retirement Obligations. The Financial Accounting Standards Board (“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.’’

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the potential loss arising from adverse changes in market rates and prices.  Our primary market risk relates to interest rates.  At June 30, 2012, all cash and cash equivalents are immediately available cash balances.  A portion of our cash and cash equivalents are held in three institutional money market funds.   Our interest rate risk exposure is to a decline in interest rates which would result in a decline in interest income. Due to our current market yields, a further decline in interest rates would not have a material impact on earnings.

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 June 30, 2012, 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 control over financial reporting during the three months ended June 30, 2012 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 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 Section 13 or 15(d) 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: August 9,2012	By:	/s/ Jeffrey M. Thompson
		Jeffrey M. Thompson
		President and Chief Executive Officer
		(Principal Executive Officer)
	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.