ELECTRIC LIGHTWAVE INC
8-K, 1998-10-30
TELEGRAPH & OTHER MESSAGE COMMUNICATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                                 Date of Report:
                                 October 29, 1998
                                 --------------
                        (Date of earliest event reported)


                            Electric Lightwave, Inc.
                -------------------------------------------------
               (Exact name of Registrant as specified in charter)

<TABLE>
<CAPTION>
<S>                            <C>                           <C>

         Delaware                     0-23393                     93-1035711
- ----------------------------   ------------------------      -------------------
(State or other jurisdiction   (Commission File Number)         (IRS Employer
     of incorporation)                                       Identification No.)

              4400 NE 77th Avenue, Vancouver, WA                  98662
- ------------------------------------------------------          --------
           (Address of principal executive offices)            (Zip Code)


                                  (360)816-3000
                                 ---------------
              (Registrant's telephone number, including area code)

                           No change since last report
                           ---------------------------
             (Former name or address, if changed since last report)
</TABLE>





<PAGE>

Item 5.  Other Events.
________________________________________________________________________________


This report is being filed to make  available the following  press release dated
October 29, 1998.


________________________________________________________________________________

     ELECTRIC LIGHTWAVE REPORTS CONTINUED GROWTH WITH THIRD QUARTER RESULTS

* REVENUE UP 20% FROM 1998 SECOND  QUARTER,  50% FROM 1997 THIRD QUARTER * SALES
FORCE  INCREASES  29% FROM 1998  SECOND  QUARTER,  175% FROM 1997 THIRD  QUARTER
________________________________________________________________________________

VANCOUVER,  Wash., Oct. 29, 1998 -- Electric Lightwave,  Inc. (Nasdaq:  ELIX), a
leading  facilities-based  integrated  communications  provider, today announced
continued rapid revenue growth and further progress on its strategic development
for the third quarter ended September 30, 1998.

     Revenues for the latest quarter were $25.7  million,  or 50% above revenues
of $17.1 million in the third quarter of 1997 and 20% above second  quarter 1998
revenues  of  $21.4  million.   The  company's  loss  before  interest,   taxes,
depreciation and amortization (EBITDA loss),  excluding operating lease expense,
was $13.5 million in the third quarter this year,  compared with $2.3 million in
the third quarter a year ago and $10.9  million in this year's  second  quarter.
The net loss in the 1998  third  quarter  was $18.4  million or $0.37 per share,
compared  with a net loss of $5.9 million or $0.14 per share in the prior year's
third quarter.

     "Our sequential revenue growth accelerated in the third quarter, as we said
it would at the end of the second  quarter,"  commented Dave Sharkey,  president
and chief  operating  officer of  Electric  Lightwave.  "In line with our plans,
local dial tone revenue and enhanced data services continued to be the strongest
contributors  to our revenue growth.  During the quarter,  we expanded our sales
force to 146 people from 53 a year ago. That total will continue to grow to over
160 by the end of this year and will contribute to further top-line  growth.  We
also announced  initial enhanced data services and the opening of a sales office
for customers in Las Vegas,  as well as  implementation  of the largest,  ringed
Synchronous Optical Network (SONET) in the western U.S."

     In the third  quarter of 1998,  local  dial tone  revenue,  including  ISDN
service, was $10.0 million, up 245% from the third quarter a year ago and up 29%
from the second quarter of this year. Enhanced services revenue,  which includes
frame relay, internet, asynchronous transfer mode (ATM) and LAN-to-LAN services,
was $4.2  million,  or 77% above last  year's  third  quarter and 22% above this
year's second  quarter.  Access line  equivalents at the end of the quarter were
62,657,  an increase of 155% over the end of last year's  third  quarter and 15%
over the end of the  second  quarter  of this  year.  99% of those  access  line
equivalents  are on-switch,  representing  high asset  utilization  for Electric
Lightwave.

     For the nine months ended September 30, 1998, Electric  Lightwave's revenue
was $67.2 million,  or 61% above the first nine months of 1997. The EBITDA loss,
excluding  operating  lease  expenses,  for the first three quarters of 1998 was
$32.9  million,  compared  to $13.9  million  a year  ago.  The net loss for the
year-to-date  period in 1998 was $47.9  million or $0.91 per share  (before  the
cumulative effect of a change in an accounting  principle),  compared with a net
loss of $26.0 million or $0.62 per share a year earlier.

     "In the last few years,  Electric  Lightwave has been building the physical
assets  and the  corporate  infrastructure  to support a much  larger  company,"
concluded Sharkey.  "We are now at the point where we can accelerate our revenue
growth  further to take  advantage of that  foundation  and the exciting  market
opportunities in front of us. Our strategy  targets expanded market  penetration
in our growing western core cities,  excellent data communications  services and
expansion of our products and geographic reach. The opportunities are large, and
we are taking the operating steps to capitalize on them."

<PAGE>

     Electric Lightwave is a facilities-based integrated communications provider
offering data,  internet access and broadband  transport  services to businesses
nationwide. In the western U.S., the company is a full-service provider offering
local  and  long  distance  telephone  service,  videoconferencing  and  prepaid
services to  business  customers.  As of  September  30, the  company  serves 84
municipalities  with 62,657 access line  equivalents,  2,782 route miles and 711
on-net buildings  connected.  The company has interconnected its market clusters
with owned and leased long-haul fiber optic networks.

     This press release contains forward-looking  statements that are subject to
risks and  uncertainties  which could cause actual results to differ  materially
from  those  expressed  or  implied  in  the  statements.   All  forward-looking
statements  are only  predictions  or  statements  of current  plans,  which are
constantly under review by Electric Lightwave (the Company). All forward-looking
statements  may differ  from actual  future  results due to, but not limited to,
changes in the local and overall  economy,  the nature and pace of technological
changes,  the number and effectiveness of competitors in the Company's  markets,
success in overall strategy,  changes in legal and regulatory policy,  relations
with  Incumbent  Local  Exchange  Carriers  (ILECs) and their ability to provide
delivery of services  including  interoffice  trunking,  implementation  of back
office  service  delivery  systems,  the  Company's  ability to identify  future
markets  and  successfully  expand  existing  ones and the mix of  products  and
services offered in the Company's target markets.  Readers should consider these
important  factors in evaluating any statement  contained  herein and/or made by
the Company or on its behalf.  The Company has no obligation to update or revise
forward-looking  statements  to  reflect  the  occurrence  of  future  events or
circumstances.


                                          



<PAGE>

<TABLE>
<CAPTION>

                                                      
                            Electric Lightwave, Inc.
                            Statements of Operations
                      (In thousands, except per share data)

                                                                                          Three Months Ended
                                                                     ---------------------------------------------------------------
                                                                       September 30, 1998    June 30, 1998        September 30, 1997
                                                                     ---------------------   ---------------  ----------------------
<S>                                                                           <C>                 <C>                   <C>       
Revenues                                                                      $    25,664         $  21,443             $   17,078

Operating Expenses:
     Network Access                                                                12,317             9,860                  7,341
                                                                                                           
     Operating Expenses                                                             7,308             6,528                  3,467
                                                                                                           
     Depreciation and Amortization                                                  4,090             3,780                  1,998
                                                                                                           
     Selling, General and Administrative                                           21,243            17,588                  9,980
                                                                     ---------------------   ---------------   --------------------
                Total Operating Expenses                                           44,958            37,756                 22,786
                                                                     ---------------------   ---------------   --------------------

Loss from Operations                                                             (19,294)          (16,313)                (5,708)

Interest Expense, Net                                                               2,742            1,467                    211
                                                                     ---------------------   ---------------   --------------------

     Net Loss Before Income Taxes and Cumulative Effect of                                                                         
          Change in Accounting Principle                                         (22,036)          (17,780)                (5,919)

Income Tax Benefit                                                                (3,631)           (3,022)                      -
                                                                     ---------------------   ---------------   --------------------

     Net Loss Before Cumulative Effect of a                                                                                        
          Change in Accounting Principle                                         (18,405)          (14,758)                (5,919)

Cumulative Effect of Change in Accounting Principle                                    -                 -                       -
                                                                     ---------------------   ---------------   --------------------

     Net Loss                                                                $   (18,405)        $ (14,758)             $  (5,919)
                                                                     =====================   ===============   ====================

     EBITDA*                                                                 $   (13,533)        $ (10,894)             $  (2,314)
                                                                     =====================   ===============   ====================

Weighted average shares outstanding                                                49,711           49,694                 41,685
                                                                                                    
Net Loss Per Common Share:
     Basic                                                                   $     (0.37)         $  (0.30)              $  (0.14)
     Diluted                                                                 $     (0.37)         $  (0.30)              $  (0.14)


</TABLE>


    *Excludes  operating  lease expenses of $1,671,  $1,639,  and $1,396 for the
     three months ended  September  30, 1998,  June 30, 1998,  and September 30,
     1997, respectively.




<PAGE>

<TABLE>
<CAPTION>

                                            Electric Lightwave, Inc.
                                            Statements of Operations
                                      (In thousands, except per share data)

                                                                                  Nine Months Ended
                                                                     ---------------------------------------------
                                                                         September 30,1998      September 30, 1997
                                                                     ----------------------   --------------------
<S>                                                                           <C>                      <C>       
Revenues                                                                      $     67,164             $   41,843

Operating Expenses:
     Network Access                                                                 31,389                 19,287
     Operating Expenses                                                             19,082                 11,990
     Depreciation and Amortization                                                  11,754                  7,601
     Selling, General and Administrative                                            54,206                 28,487
                                                                     ----------------------   --------------------
                Total Operating Expenses                                           116,431                 67,365
                                                                     ----------------------   --------------------

Loss from Operations                                                              (49,267)               (25,522)

Interest Expense, Net                                                                4,953                    513
                                                                     ----------------------   --------------------

     Net Loss Before Income Taxes and Cumulative Effect of a Change                            
          in Accounting Principle                                                 (54,220)               (26,035)

Income Tax Benefit                                                                 (9,102)                     - 
                                                                     ----------------------   --------------------

     Net Loss Before Cumulative Effect of a Change in                                                             
          Accounting Principle                                                    (45,118)               (26,035)

Cumulative Effect of Change in Accounting Principle                                            
                                                                                     2,817                      -
                                                                     ----------------------   --------------------

     Net Loss                                                                $    (47,935)           $   (26,035)
                                                                     ======================   ====================

     EBITDA*                                                                 $    (32,882)           $   (13,892)
                                                                     ======================   ====================

Weighted average shares outstanding                                                 49,697                 41,685

Net Loss Before Cumulative Effect of Change in Accounting
        Principle per Common Share:
     Basic                                                                    $     (0.91)            $    (0.62)
     Diluted                                                                  $     (0.91)            $    (0.62)

Net Loss Per Common Share:
     Basic                                                                    $     (0.96)            $    (0.62)
     Diluted                                                                  $     (0.96)            $    (0.62)

</TABLE>

    *Excludes  operating lease expenses of $4,631 and $4,029 for the nine months
     ended September 30, 1998 and September 30, 1997, respectively.


<PAGE>


<TABLE>
<CAPTION>

                                            Selected Financial & Operating Data
                                       (In thousands except selected operating data)


                                                        September 30, 1998          June 30, 1998         September 30, 1997
                                                       --------------------       -----------------       -------------------

Selected Financial Data

<S>                                                              <C>                      <C>                       <C>     
Property, Plant & Equipment - Owned                              $462,844                 $396,080                  $249,499
Property, Plant & Equipment - Leased                             $108,541                 $108,541                  $ 87,426
                                                       --------------------       -----------------       -------------------
             Total                                               $571,385                 $504,621                  $336,925

Selected Operating Data
Markets                                                                 9                        9                         5
Municipalities                                                         84                       83                        59
Route Miles                                                         2,782                    2,656                     2,087
Fiber Miles                                                       156,949                  153,002                   123,257
Buildings Connected                                                   711                      682                       540
Switches:
             Voice                                                      7                        7                         5
             Internet Routers                                          21                       18                        11
             ATM                                                       10                        9                         -
             Frame Relay                                               22                       22                        17
Access Lines                                                       62,657                   54,490                    24,544
Access Lines/Switch                                                 8,951                    7,784                     4,909
% on Switch                                                           99%                      98%                       95%
Employees                                                           1,010                      841                       482
Customers                                                           1,475                    1,330                     1,085
</TABLE>




<PAGE>





                                   SIGNATURES
                                ----------------


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                            Electric Lightwave, Inc.
                            ------------------------
                                   Registrant




                              By: /s/ Kerry D. Rea
                           _____________________________
                           Vice President and Controller



Date:     October 30, 1998


                                                      




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