KMC TELECOM HOLDINGS INC
8-K, 2000-03-17
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                           __________________________

                                    FORM 8-K

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



                             Date of report (Date of
                    earliest event reported): March 17, 2000


                           KMC TELECOM HOLDINGS, INC.
             (Exact Name of Registrant as Specified in Its Charter)


                          Delaware 333-50475 22-3545325
                  (State or Other  (Commission    (I.R.S. Employer
                   Jurisdiction     File Number)   Identification No.)
                   of Incorporation)

                           KMC Telecom Holdings, Inc.
                            1545 Route 206, Suite 300
                          Bedminster, New Jersey 07921
          (Address of Principal Executive Offices, Including Zip Code)

        Registrant's telephone number, including area code: 908-470-2100


                         Exhibit List Appears on Page 4



<PAGE>


Item 5.  Other Events.

     KMC  Telecom  Holdings,  Inc.  (the  "Registrant")  desires to release  its
financial  results for the year ended  December 31, 1999 by filing them with the
Securities and Exchange Commission. Attached hereto is a copy of a press release
relating to the Registrant's  financial  results for the year ended December 31,
1999.  Certain  matters  discussed  in the  press  release  are  forward-looking
statements that involve risks and uncertainties,  including  statements relating
to its expansion  plans,  strategy and products.  As a result,  actual  results,
events or conditions,  financial or otherwise,  can differ  materially  from the
results  and  expectations  referred  to in  those  statements.  The  Registrant
undertakes no duty to update such forward-looking statements.

Item 7.  Financial Statements, Pro Forma Financial Information
         and Exhibits.

       (a)    Financial Statements of Businesses Acquired.

                Not Applicable

       (b)    Pro Forma Financial Information.

                Not Applicable

       (c)    Exhibits.

                The following exhibits are filed with this Report.

Exhibit No.                Description.

99.1                       Press Release, dated March 17, 2000






                                       2

<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.

                                           KMC TELECOM HOLDINGS, INC.



Date:  March 17, 2000                      By: /S/  ROBERT F. HAGAN
                                              --------------------------
                                           Name: Robert F. Hagan
                                           Title: Senior Vice President, Finance


<PAGE>


EXHIBIT LIST




Exhibit No.    Description

99.1           Press Release, dated March 17, 2000



                                                                    EXHIBIT 99.1




              KMC TELECOM ISSUES FOURTH QUARTER AND FULL YEAR 1999
                                FINANCIAL RESULTS

   COMPETITIVE LOCAL EXCHANGE CARRIER TRIPLES REVENUE IN YEAR OF MAJOR MARKET
          EXPANSION, ACCESS LINE GROWTH AND RISE IN DEDICATED CIRCUITS

      BEDMINSTER,  NJ,  MARCH 17, 2000 - KMC Telecom  Holdings,  Inc.  (KMC),  a
leading provider of competitive local telecommunications  services, today issued
fourth quarter and full year 1999  financial  results,  reporting  strong growth
highlighted  by a  triple-digit  percentage  increase in revenue  over the prior
year.

      KMC's  financial  results  reflect a fourth  quarter in which the  company
entered 11 new markets - bringing  total markets  served to 34 at the end of the
year - and  realized  significant  increases in access  lines.  The company also
experienced  significant  growth in dedicated circuits driven by demand for data
and Internet services.

      "We are  extremely  pleased  with KMC's  results,  which  demonstrate  the
company's  success in entering  new markets,  winning  customers  and  realizing
revenue increases," said William Stewart,  Chief Financial Officer.  "During the
first half of 2000, we intend to continue our expansion,  completing networks in
a minimum of three new  markets,  and  accelerating  our  evolution to be a data
CLEC."

      Total  revenue for the three months and 12 months ended  December 31, 1999
rose  almost  three-fold,  to $22.0  million  and $64.3  million,  respectively,
compared to $8.8  million for the fourth  quarter of 1998 and $22.4  million for
the full year  1998.  In the fourth  quarter  alone,  buildings  served by KMC's
switches increased 38 percent from 2,989 to 4,128, while the number of customers
served rose 27 percent from 4,786 to 6,060.

      KMC's total  access  lines rose 16 percent,  quarter  over  quarter,  from
98,431  lines at  September  30,  1999 to 113,750  lines at December  31,  1999.
Fueling  strong  access line growth was a 26 percent  rise in  on-switch  access
lines,  which grew from 71,986 at the end of the third quarter of 1999 to 90,408
at the end of the fourth  quarter of 1999.  The increase was comprised of 15,319
new lines and the conversion of 3,103 resale lines to on-switch status.

      Reflecting  continuing  strong  customer  demand for KMC's data solutions,
dedicated  circuits grew by 34,512 to 204,281 DSO  equivalents,  representing 20
percent growth, during the fourth quarter.

      For the three month and 12 month  periods  ended  December 31,  1999,  the
Adjusted  EBITDA  deficit was $27.2 and $101.8  million  respectively  (Adjusted
EBITDA  is  defined  as  earnings  before  interest,  taxes,  depreciation,  and
amortization  charges,  non-cash stock compensation  expense and other expense).
This  compares  to deficits  of $13.2 and $39.4  million  for the  corresponding
periods in 1998.

      Net loss for the fourth  quarter 1999 and year ended December 31, 1999 was
$73.5 and  $225.7  million,  respectively,  compared  to net losses of $23.1 and
$76.8 million for the corresponding periods in 1998.

      KMC Telecom Holdings, Inc., a privately owned facilities-based competitive
local exchange carrier,  operates state-of-the-art local fiber optic networks in
34 markets throughout the Mid-Atlantic,  Midwest and South. Founded in 1995, the
company  offers  customers  superior  alternatives  in local  telephone and data
communication  services.  Visit  our  web  site,   WWW.KMCTELECOM.COM  for  more
information.

      CERTAIN MATTERS DISCUSSED IN THIS RELEASE ARE  FORWARD-LOOKING  STATEMENTS
THAT INVOLVE RISKS AND  UNCERTAINTIES,  INCLUDING  CONSTRUCTION  RISKS AND OTHER
RISKS  DETAILED  FROM TIME TO TIME IN KMC'S  REPORTS  FILED WITH THE  SECURITIES
EXCHANGE COMMISSION, INCLUDING THOSE CONTAINED IN KMC'S FORM 10-K FOR THE FISCAL
YEAR ENDED  DECEMBER  31,  1998 AND FORM 10-Q FOR THE  QUARTERS  ENDED MARCH 31,
1999, JUNE 30, 1999 AND SEPTEMBER 30, 1999. AS A RESULT, ACTUAL RESULTS,  EVENTS
OR CONDITIONS,  FINANCIAL OR OTHERWISE,  CAN DIFFER  MATERIALLY FROM THE RESULTS
REFERRED  TO IN  THOSE  STATEMENTS.  KMC  UNDERTAKES  NO  DUTY  TO  UPDATE  SUCH
FORWARD-LOOKING STATEMENTS.

                                           * * *




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