AMERICAN COMMUNICATIONS SERVICES INC
8-K, 1997-11-07
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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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

                     American Communications Services, Inc.
                     --------------------------------------
             (Exact name of registrant as specified in its charter)

State of Delaware                   0-25314                   52-1947746
- ------------------------------    -----------              -----------------
(State or other jurisdiction of   (Commission              (I.R.S. Employer
incorporation or organization)     File No.)              Identification No.)

131 National Business Parkway
Annapolis Junction, Maryland                                   20701
- -------------------------------                              ----------
(Address of Principal Executive                              (Zip Code)
Offices)

(301) 617-4200
- -------------------------------
(Registrant's telephone number,
including area code)



<PAGE>



Item 5.           Other Events.

         On November 5, 1997, the registrant distributed the press release filed
herewith as Exhibit  99.1  announcing  financial  results for the quarter  ended
September 30, 1997.


Item 7.           Financial Statements and Exhibits.

         (c)

Exhibit Number                                                Reference

(99)     Additional Exhibits

         Press Release dated November 5, 1997 . . . . . . ..Exhibit   99.1




<PAGE>



                                   SIGNATURES

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



                                AMERICAN COMMUNICATIONS SERVICES, INC.
                                By


Date:  November 7, 1997         /s/ Riley M. Murphy
                                -----------------------------------------
                                Riley M. Murphy, Executive Vice President
                                Legal and Regulatory Affairs and Secretary



<PAGE>




                                  EXHIBIT INDEX

EXHIBIT NO.
         99.1              Press Release dated November 5, 1997




<PAGE>

                                                                 EXHIBIT 99.1


                ACSI REPORTS STRONG IMPROVEMENT IN ACCESS LINES,
                               REVENUE AND EBITDA

ANNAPOLIS  JUNCTION,  MD, November 5, 1997 - American  Communications  Services,
Inc. ( Nasdaq/NM:  ACNS) today  announced  record revenue and access line growth
for the quarter ended September 30, 1997.

Net revenue for the quarter  totaled $16.1 million,  an increase of 39% over the
previous  quarter,  and a 471%  improvement  compared  with $2.8 million for the
quarter  ended  September  30,  1996.  Net loss to common  stockholders  for the
quarter was $32.5 million ($0.90 per share),  compared with $14.6 million ($2.18
per share) for the same  period a year ago.  Earnings  before  interest,  taxes,
depreciation and amortization,  and non-cash compensation (EBITDA) for the third
quarter was ($12.7) million, a 7% improvement over the prior quarter.

Revenue  results for the third  quarter  were driven by  increased  distribution
success,  new product  introductions  and a  continuing  focus on customer  care
initiatives.  Access  line  sales  for the third  quarter  were  19,217,  a 118%
increase over the previous  quarter,  driving  cumulative access line sales to a
record total of 28,394 as of September 30, 1997.  ACSI's  Data/Internet  revenue
contribution also produced strong third quarter results,  as it represented $5.3
million of total revenue for the period.

Jack Reich, President and Chief Executive Officer, said, "I am extremely pleased
with our  overall  financial  and  operational  performance.  ACSI's  success in
offering  local  services  in our target  markets  clearly  demonstrates  strong
customer demand for choice and innovative product offerings.  On the data front,
the launch of e*spire,  an integrated data service  offering,  leverages  ACSI's
significant  infrastructure  and access  capabilities,  and further  defines our
marketing focus on integrated customer solutions."

ACSI's EBITDA performance improved for the third consecutive quarter. Commenting
on this, Reich added, "As targeted, we were able to deliver sequential quarterly
EBITDA  improvement  as we continue to implement  strict cost control  programs,
along  with  the  ongoing  migration  of our  customer  base  to  higher  margin
platforms."

Revenue for the nine months ended September 30, 1997, totaled $35.8 million,  up
from $5.2 million for the nine months  ended  September  30,  1996.  Net loss to
common  stockholders  for the nine months was $83.2  million  ($3.45 per share),
compared  with  $34.5  million  ($5.22  per  share)  for the nine  months  ended
September 30, 1996. EBITDA for the first nine months of 1997 was ($40.8) million
compared with ($16.5) million for the nine months ended September 30, 1996.

On October 16, 1997, the Company completed a  private placement of $150 million
of 12 3/4%  Junior  Redeemable  Preferred  Stock  which  yielded  net  proceeds
of approximately  $146.3 million.  Dave Piazza,  Chief Financial  Officer, 
stated, "These  proceeds,  in addition to the $247  million of net  proceeds  
previously raised this year,  provide  ACSI with  greater  financial
flexibility, thereby allowing us to continue to drive performance
and increase shareholder value."

Operationally,  buildings connected totaled 1,239, a 133% increase over the same
period  last  year,  and a 14%  increase  over the prior  quarter.  Voice  grade
equivalent (VGE) circuits grew to 989,285 as of September 30, 1997, representing
a  269%  increase  over  September  30,  1996,  and a 12%  sequential  quarterly
improvement.

ADDITIONAL HIGHLIGHTS
- ---------------------
     - Launched e*spire, an integrated data solution
     - Expanded customer base through referral arrangements with two
     Florida-based Internet service providers, TheNet Digital Services, Inc. and
     NetRunner, Inc.
     - Grew direct sales force to 178 and increased our agent program to 85,
     which further enhanced ACSI's distribution excellence

American Communications  Services, Inc. provides an alternative to the incumbent
local  telephone  companies,  offering  dedicated  access,  local  dial tone and
advanced  data  and  networking  solutions  to  business  customers  in  markets
primarily throughout the southern half of the United States. The Company manages
and operates its own local fiber optic networks.

Certain  statements  regarding the  development of the Company  businesses,  the
markets for the  Company's  services and  products,  the  Company's  anticipated
capital  expenditures,  anticipated EBITDA and other statements contained herein
regarding matters that are not historical facts, are forward-looking  statements
(as such term is  defined in the  Private  Securities  Litigation  Reform Act of
1995).  Because such statements include risks and uncertainties  associated with
rapid  expansion of operations,  the impact of  restriction  under the Company's
financial instruments,  effects of competition and regulation, and other factors
commonly affecting the  telecommunications  industry,  actual results may differ
materially from those expressed or implied by such  forward-looking  statements.
For more information, contact http://www.acsi.net.

        
AMERICAN COMMUNICATIONS SERVICES, INC.
Financial Highlights (Unaudited)
(in thousands, except per share data and statistical data)


                                 Three Months Ended        Nine Months Ended
                                 ------------------        -----------------
Statement of Operations          9/30/97       9/30/96     9/30/97     9/30/96
- -----------------------          -------       -------     -------     -------
Revenues                         $16,055       $2,812      $35,847      $5,239
Cost of Service                   10,642        3,709       28,668       6,052
Selling, General 
   & Administrative               18,156        5,674       47,975      16,060
Non-Cash Compensation                500          174        1,324       1,706
Depreciation and Amortization      6,621        2,401       16,077       4,717
Loss From Operations             (19,864)      (9,146)     (58,197)    (23,296)
Interest Income/(Expense), net   (10,100)      (4,551)     (21,443)     (8,560)
Net Loss Before
   Minority Interest             (29,964)     (13,697)     (79,640)    (31,856)
Minority Interest                      0           96            0         353
Net Loss                         (29,964)     (13,601)     (79,640)    (31,503)
Preferred Stock
    Dividends/Accretion            2,489        1,007        3,584       3,024
Net Loss to Common Stockholders  (32,453)     (14,608)     (83,224)    (34,527)
Net Loss per Common Share          (0.90)       (2.18)       (3.45)      (5.22)
Average Number of 
   Common Shares Outstanding      36,229        6,704       24,140       6,614
EBITDA                           (12,743)      (6,475)     (40,796)    (16,520)

- -------------------------------------------------------------------------------
Selected Statistical Data
- -------------------------

Networks in Operation                 32           19
Resale Markets                        32            -
Access Lines                      28,394            -
Total Buildings Connected          1,239          532
Route Miles                          977          543
Fiber Miles                       85,976       32,774
VGE's                            989,285      267,894
Voice Switches Installed               9            -
Data Switches Installed               44            -
Full-Time Employees                  669          272


AMERICAN COMMUNICATIONS SERVICES, INC.
Financial Highlights (Unaudited)
($ in thousands)

Condensed Balance Sheets                         9/30/97       9/30/96
- ------------------------                         -------       -------
Current Assets                                   239,264       109,278
Net Property, Plant & Equipment                  227,006        96,477
Other                                             34,335         8,785
Total Assets                                     500,605       214,540

Current Liabilities                               24,622        13,280
Long-Term Liabilities                            449,773       204,721
Total Liabilities                                474,395       218,001
Redeemable Preferred Stock and Options            53,793         2,155
Minority Interest                                      0            64
Stockholders Equity (Deficit)                    (27,583)       (5,680)
Total Liabilities 
    & Stockholder's Equity (Deficit)             500,605       214,540




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