8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2012

ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
(Exact name of registrant as specified in its charter)

Delaware	000-28167	52-2126573
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

600 Telephone Avenue, Anchorage, Alaska	99503
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 907 - 297 - 3000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2012, Alaska Communications Systems Group, Inc. (the “Company”) reported its financial results for the quarter ended June 30, 2012.  The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.  

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. Furthermore, the information in this Item 2.02 shall not be deemed to be incorporated by reference into the filings of the Corporation under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Description
Exhibit 99.1	Alaska Communications Systems Group, Inc. Press Release dated August 6, 2012.

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.

Date:   August 6, 2012	Alaska Communications Systems Group, Inc.
	/s/ Leonard A. Steinberg
	Leonard A. Steinberg
	Corporate Secretary

EX-99.1

Exhibit 99.1

Alaska Communications Systems Reports Second Quarter 2012 Results

Strong Customer MetricsEBITDA Impacted by Successful iPhone Launch

ANCHORAGE, Alaska--(BUSINESS WIRE)--August 6, 2012--Alaska Communications Systems Group, Inc. (“ACS”) (NASDAQ: ALSK) today reported financial results for its second quarter ended June 30, 2012.

“Six months ago we launched a new business plan and today we are pleased to announce solid growth in both revenue and customer metrics. This plan dedicated us to achieve top-line growth through driving retail broadband revenues across all customer segments, with a focus on business customers. I’m pleased to report that we see particular strength in broadband data, with ARPU growth across all customer and product segments. Year-over-year broadband revenue as a percentage of total retail revenues is increasing. I’m also pleased to report that we improved our market position in wireless, with a very successful launch of the iPhone, adding approximately 2,900 wireless connections while churn fell by approximately 10 percent. Finally, this quarter we announced an agreement with General Communication, Inc (“GCI”) to form the Alaska Wireless Network (“AWN”), which will be the fastest, most geographically extensive wireless network in Alaska. We remain focused on executing to our business plan, working to close the AWN transaction, and de-levering our balance sheet,” said Anand Vadapalli, Alaska Communications president and CEO.

Financial Highlights: Second Quarter 2012 Compared to Second Quarter 2011

• Revenue of $90.0 million grew by $5.1 million, or 6 percent, from $84.9 million in the prior year.
  • Business and Wholesale revenue increased by $1.0 million, or 4 percent, led by growth in broadband revenue, which increased $0.9 million, or 12 percent.
  • Wireless revenue increased by $3.5 million, or 11 percent. Wireless broadband revenue grew $0.8 million, or 15 percent. Roaming revenue grew $3.4 million, or 35 percent, driven by higher data usage.
  • Access and CETC revenue increased $0.9 million, or 5 percent.
  • Consumer broadband revenues increased $0.2 million, or 5 percent.
• EBITDA of $25.6 million, which excluded $4.1 million of AWN transaction costs and $0.9 million in stock-based compensation, decreased $5.1 million.
  • Wireless subsidy grew by $3.4 million to $7.3 million, or 89 percent.
  • Costs of service and sales increased $3.0 million, excluding $3.7 million related to wireless equipment sales, due in part to higher intrastate access and circuit related expenses.
  • Selling, general and administrative expenses increased by $3.5 million inclusive of a $1.4 million favorable contract settlement in the prior year. The remaining $2.1 million increase was in-line with management expectations and reflects a commitment to higher level of investment in customer service, sales, strategic initiatives, and process improvement.

Metric Highlights: Second Quarter 2012 Compared to First Quarter 2012

• Business broadband connections remained relatively flat at 19,069, and ARPU grew 4 percent to $147.25.
• Wireless connections grew by 2,894 from 117,156 to 120,050 and churn declined from 2.3 to 2.0 percent. We sold 22,900 devices in the quarter, compared to 15,900 in the prior quarter. 47 percent of our device sales in the quarter were from the iPhone, with 21 percent of these sales to new customers. 10 percent of our postpaid customers now use the iPhone with new long-term contracts.
• Wireless broadband ARPU grew 8 percent to $18.74 but was more than offset by erosion in voice ARPU, leading to lower overall retail wireless ARPU of $51.26 compared to $51.83 last quarter.
• Consumer broadband connections increased for the first time in twelve quarters, growing by 134 to 38,583, while ARPU grew 4 percent to $39.01.

“We are pleased with our top line performance; however, EBITDA in the quarter was impacted by significant demand for the iPhone in the first two months of launch, from both new and existing customers. Subsidies in the quarter were higher by $5.5 million sequentially, and $3.4 million year-over-year. We expect iPhone sales activities to moderate, and we do not expect to see similar levels of subsidies the rest of the year. As an update on AWN, we are working through the various regulatory and other approval processes, and continue to target closing in the second quarter next year.” said Wayne Graham, ACS chief financial officer.

2012 Business Outlook

We’ve experienced strength in revenue, but because of the higher subsidies, we are adjusting our guidance for the rest of the year as follows:

• Revenue guidance of between $355 and $365 million is unchanged;
• EBITDA guidance moves from modestly above 2011 levels of $125 million to around $120 million;
• Capex guidance moves from $55 - $60 million to $54 - $57 million;
• Free Cash Flow moves from $32 - $36 million to $28 - $34 million;

All guidance excludes costs associated with the AWN transaction.

Conference Call

The Company will host a conference call and live webcast today at 5:00 p.m. Eastern time. Parties in the United States and Canada can call 877-941-9205 to access the conference call. Parties outside the United States and Canada can access the call at 480-629-9692. The webcast will be archived for a period of 90 days. A telephonic replay of the conference call will also be available two hours after the call and will run until Monday, August 13, 2012, at midnight Eastern Time. To hear the replay, parties in the United States and Canada can call 800-406-7325 and enter pass code 4552863. Parties outside the United States and Canada can call 303-590-3030 and enter pass code 4552863.

About Alaska Communications

Headquartered in Anchorage, Alaska Communications Systems Group, Inc. (Nasdaq: ALSK) is a leading provider of high-speed wireless, mobile broadband, Internet, local, long-distance and advanced broadband solutions for businesses and consumers in Alaska. The Alaska Communications network includes advanced broadband and voice networks and the most diverse undersea fiber optic system connecting Alaska to the contiguous United States. For more information, visit www.alaskacommunications.com or www.alsk.com.

Forward-Looking Guidance

This press release includes information related to management's estimate of EBITDA and Free Cash Flow (FCF) for the year ending December 31, 2012. EBITDA and FCF, as defined by the Company, may not be consistent with EBITDA and FCF measures used by other companies are not measurements under generally accepted accounting principles (GAAP), and should not be a considered a substitute for other measures of financial performance recorded in accordance with GAAP. Management believes that EBITDA provides useful information to investors about the Company's performance because it eliminates the effects of period-to-period changes in costs associated with, interest income and expense, stock-based compensation expense, losses and gains associated with the extinguishment of debt and disposal of assets, gift of services, AWN transaction related costs, income tax expense and depreciation and amortization that are not directly attributable to the underlying performance of the Company's business operations. Similarly, FCF provides useful information about the ability of the Company to pay dividends and reduce its outstanding indebtedness. Due to the difficulty in forecasting and quantifying the amounts that would be required to be included in the most comparable GAAP measure, “net cash provided by operating activities” the Company is not providing an estimate of the year-end 2012 amount for that measure.

Forward-Looking Statements

This press release includes certain "forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management's beliefs as well as on a number of assumptions concerning future events made using information currently available to management. Readers are cautioned not to put undue reliance on such forward-looking statements, which are not a guarantee of performance and are subject to a number of uncertainties and other factors, many of which are outside ACS' control. Such factors include, without limitation, the Company’s ability to obtain required approvals for the AWN transaction and AWN’s subsequent financial and operational performance, Verizon’s entry into the Alaska market, Universal Service Fund reforms, the outcome of on-going IRS audits, adverse national economic conditions, adverse conditions in the credit markets impacting the cost, including interest rates, and/or availability of financing, adverse local economic conditions, including an unexpected downturn in the Alaskan oil and gas or tourism markets, changes in capital expenditures, the effects of competition in our markets, the entry of one or more additional facilities-based carriers into the Alaska market, or other factors affecting the Company's ability to generate sufficient earnings and cash flows to continue to make dividend payments to its stockholders; the Company’s ability to complete, manage, integrate, market, maintain, and attract sufficient customers to the products and services it may derive, adverse changes in labor matters, including workforce levels, labor negotiations, and benefits costs; disruption of our suppliers' provisioning of critical products or services; the impact of natural or man-made disasters; changes in Company's relationships with large carrier or enterprise customers or its roaming partners; changes in revenue from universal service funds; unforeseen changes in public policies; changes in accounting policies, including the Company’s application of regulatory accounting rules, which could result in an impact on earnings; or disruptive technological developments in the telecommunications industry. For further information regarding risks and uncertainties associated with ACS' business, please refer to the Company's SEC filings, including, but not limited to, the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our annual report on Form 10-K and quarterly reports on Form 10-Q. Copies of the Company's SEC filings may be obtained by contacting its investor relations department at (907) 564-7556 or by visiting its investor relations website at www.alsk.com.

Schedule 1
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited, In Thousands, Except Per Share Amounts)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2012			2011			2012			2011
Operating revenues	$	90,012		$	84,943		$	175,959		$	171,536
Operating expenses:
Cost of services and sales		40,094			33,490			75,256			66,375
Selling, general & administrative		29,442			20,986			54,937			44,264
Depreciation and amortization		12,578			14,183			25,520			29,118
Loss on disposal of assets, net		139			76			419			119
Total operating expenses		82,253			68,735			156,132			139,876
Operating income		7,759			16,208			19,827			31,660
Other income and expense:
Interest expense		(9,376	)		(9,594	)		(18,935	)		(19,286	)
Loss on extinguishment of debt		-			(13,445	)		(323	)		(13,445	)
Interest income		12			8			22			16
Total other income and expense		(9,364	)		(23,031	)		(19,236	)		(32,715	)
Income (loss) before income tax (expense) benefit		(1,605	)		(6,823	)		591			(1,055	)
Income tax (expense) benefit		818			3,168			(249	)		99
Net income (loss)	$	(787	)	$	(3,655	)	$	342		$	(956	)
Net income (loss) per share:
Basic and diluted	$	(0.02	)	$	(0.08	)	$	0.01		$	(0.02	)
Weighted average shares outstanding:
Basic		45,505			45,169			45,434			44,989
Diluted		45,505			45,169			45,648			44,989

Schedule 2
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited, In Thousands Except Per Share Amounts)
			June 30,			December 31,
Assets				2012			2011
Current assets:
	Cash and cash equivalents		$	16,813		$	20,490
	Restricted cash			5,500			4,956
	Accounts receivable-trade, net of allowance of $6,060 and $5,788			39,653			36,986
	Materials and supplies			10,075			5,412
	Prepayments and other current assets			4,798			4,920
	Deferred income taxes			7,941			6,596
		Total current assets		84,780			79,360
Property, plant and equipment				1,436,692			1,428,597
Less: accumulated depreciation and amortization				(1,033,883	)		(1,023,360	)
	Property, plant and equipment, net			402,809			405,237
Goodwill				8,850			8,850
Intangible assets, net				24,118			24,118
Debt issuance costs				8,512			9,515
Deferred income taxes				72,364			72,814
Equity method investment				2,060			2,060
Other assets				3,556			3,154
Total assets			$	607,049		$	605,108
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
	Current portion of long-term obligations		$	26,799		$	30,930
	Accounts payable, accrued and other current liabilities			58,312			48,919
	Advance billings and customer deposits			8,906			9,218
		Total current liabilities		94,017			89,067
Long-term obligations, net of current portion				536,842			538,624
Other long-term liabilities				30,814			28,340
Total liabilities				661,673			656,031
Commitments and contingencies
Stockholders' equity (deficit):
	Common stock, $.01 par value; 145,000 authorized			457			453
	Additional paid in capital			141,869			144,631
	Accumulated deficit			(187,346	)		(187,688	)
	Accumulated other comprehensive loss			(9,604	)		(8,319	)
		Total stockholders' equity (deficit)		(54,624	)		(50,923	)
Total liabilities and stockholders' equity (deficit)			$	607,049		$	605,108

Schedule 3
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited, In Thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2012			2011			2012			2011
Cash Flows from Operating Activities:
Net income (loss)	$	(787	)	$	(3,655	)	$	342		$	(956	)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
Depreciation and amortization		12,578			14,183			25,520			29,118
Amortization of debt issuance costs and debt discount		1,396			8,072			3,002			10,086
Stock-based compensation		976			88			1,693			1,432
Deferred income taxes		(814	)		(3,137	)		249			(99	)
Provision for uncollectible accounts		979			564			1,529			1,059
Other non-cash expenses		114			206			543			434
Changes in operating assets and liabilities		3,025			(6,297	)		4,160			(9,356	)
Net cash provided by operating activities		17,467			10,024			37,038			31,718
Cash Flows from Investing Activities:
Capital expenditures		(13,254	)		(10,084	)		(23,272	)		(18,272	)
Change in unsettled capital expenditures		(1,238	)		(478	)		(4,369	)		(1,337	)
Net change in restricted accounts		(412	)		(2	)		(544	)		(2	)
Net cash used by investing activities		(14,904	)		(10,564	)		(28,185	)		(19,611	)
Cash Flows from Financing Activities:
Repayments of long-term debt		(1,508	)		(99,954	)		(7,925	)		(101,248	)
Proceeds from the issuance of long-term debt		-			120,000			-			120,000
Debt issuance costs		-			(4,700	)		-			(4,784	)
Payment of cash dividend on common stock		(2,278	)		(9,721	)		(4,546	)		(19,349	)
Payment of withholding taxes on stock-based compensation		(8	)		(110	)		(239	)		(2,022	)
Proceeds from issuance of common stock		179			198			180			199
Net cash provided (used) by financing activities		(3,615	)		5,713			(12,530	)		(7,204	)
Change in cash and cash equivalents		(1,052	)		5,173			(3,677	)		4,903
Cash and cash equivalents, beginning of period		17,865			15,046			20,490			15,316
Cash and cash equivalents, end of period	$	16,813		$	20,219		$	16,813		$	20,219
Supplemental Cash Flow Data:
Interest paid	$	9,987		$	7,384		$	17,003		$	17,222
Income tax refunds	$	(24	)	$	-		$	(24	)	$	-
Supplemental Non-cash Transactions:
Property acquired under capital leases	$	(24	)	$	1,162		$	(24	)	$	1,162
Dividend declared, but not paid	$	2,285		$	9,733		$	2,285		$	9,733
Additions to ARO asset	$	32		$	7		$	54		$	14

Schedule 4
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
EBITDA AND FREE CASH FLOW
(Unaudited, In Thousands)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2012			2011			2012			2011
Net cash provided by operating activities	$	17,467		$	10,024		$	37,038		$	31,718
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		(12,578	)		(14,183	)		(25,520	)		(29,118	)
Amortization of debt issuance costs and debt discount		(1,396	)		(8,072	)		(3,002	)		(10,086	)
Stock-based compensation		(976	)		(88	)		(1,693	)		(1,432	)
Deferred income taxes		814			3,137			(249	)		99
Provision for uncollectible accounts		(979	)		(564	)		(1,529	)		(1,059	)
Other non-cash expenses, net		(114	)		(206	)		(543	)		(434	)
Changes in operating assets and liabilities		(3,025	)		6,297			(4,160	)		9,356
Net income (loss)	$	(787	)	$	(3,655	)	$	342		$	(956	)
Add (subtract):
Interest expense		9,376			9,594			18,935			19,286
Loss on extinguishment of debt		-			13,445			323			13,445
Interest income		(12	)		(8	)		(22	)		(16	)
Depreciation and amortization		12,578			14,183			25,520			29,118
Loss on disposal of assets		139			76			419			119
Gift of services		-			118			-			67
AWN transaction related costs		4,131			-			4,459			-
Income tax expense		(818	)		(3,168	)		249			(99	)
Stock-based compensation		976			88			1,693			1,432
EBITDA	$	25,583		$	30,673		$	51,918		$	62,396
Less:
Cash capital expenditures		(14,492	)		(10,562	)		(27,641	)		(19,609	)
Cash interest expense		(9,987	)		(7,384	)		(17,003	)		(17,222	)
Free cash flow	$	1,104		$	12,727		$	7,274		$	25,565
Revenue	$	90,012		$	84,943		$	175,959		$	171,536
EBITDA Margin		28.4	%		36.1	%		29.5	%		36.4	%
Note: In an effort to provide investors with additional information regarding the Company's results as determined by GAAP, the Company also discloses certain non-GAAP information which management utilizes to assess performance and believes provides useful information to investors. The Company has disclosed its net income before interest, provisions for taxes, depreciation expense, gain or loss on asset purchases or disposals, gift of services, AWN Transaction related costs, amortization of intangibles and stock-based compensation expense (EBITDA), and EBITDA Margin, defined as EBITDA divided by Operating Revenues, and Free Cash Flow as reconciled above, because the Company believes they are important indicators providing information about our ability to service debt, pay dividends and fund capital expenditures. EBITDA, EBITDA Margin and Free cash flow are not GAAP measures and should not be considered a substitute for net cash provided by operating activities and other measures of financial performance recorded in accordance with GAAP.

Schedule 5
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
Revenue Mix
(Unaudited, In Thousands Except Per Share Amounts)
					Three Months Ended						Six Months Ended
					June 30,						June 30,
	Operating revenues:					2012			2011			2012			2011
		Business and wholesale
			Retail service revenue
			Voice		$	6,039		$	6,656		$	12,079		$	13,136
			Broadband			8,425			7,550			16,543			14,570
			Equipment sales			280			236			616			539
			Wholesale and other			10,906			10,198			22,859			20,653
				Total business and wholesale revenue		25,650			24,640			52,097			48,898
		Consumer
			Retail service revenue
			Voice			4,848			5,383			9,784			10,805
			Broadband			4,507			4,298			8,856			8,454
			Equipment sales			42			50			84			101
			Other			291			267			558			525
				Total consumer revenue		9,688			9,998			19,282			19,885
		Wireless
			Retail service revenue
			Voice			12,209			13,384			24,876			27,323
			Broadband			6,001			5,199			11,552			9,885
			Equipment sales			1,685			1,408			2,857			2,781
			Foreign roaming			13,301			9,881			22,077			16,067
			Other			1,149			1,023			2,095			2,150
				Total wireless revenue		34,345			30,895			63,457			58,206
		Access and CETC
			CETC			5,163			5,721			10,690			15,196
			High cost support			5,005			4,739			9,954			11,529
			Switched, special and other access			10,161			8,950			20,479			17,823
				Total access and CETC		20,329			19,410			41,123			44,548
		Total revenues			$	90,012		$	84,943		$	175,959		$	171,537
	Revenue Mix:
			Business and wholesale			28	%		29	%		30	%		29	%
			Consumer			11	%		12	%		11	%		12	%
			Wireless			38	%		36	%		36	%		34	%
			Access and CETC			23	%		23	%		23	%		26	%
			Retail Service Revenue % of Total Revenues			47	%		50	%		48	%		49	%
			Broadband % of Total Service Revenue			45	%		40	%		44	%		39	%
Note: Broadband contains the following dial-up revenue:
		Three months ended June 30, 2012: $96 Consumer and $26 Business.
		Three months ended June 30, 2011: $127 Consumer and $30 Business.
		Six months ended June 30, 2012: $197 Consumer and $52 Business.
		Six months ended June 30, 2011: $262 Consumer and $61 Business.

Schedule 6
ALASKA COMMUNICATIONS SYSTEMS GROUP, INC.
KEY OPERATING STATISTICS
(Unaudited)
		Three Months Ended
		June 30,			March 31,			June 30,
			2012			2012			2011
Voice:
Consumer access lines			59,480			61,422			65,399
Business access lines			82,083			82,317			84,896
Voice ARPU consumer		$	26.73		$	26.55		$	27.19
Voice ARPU business		$	24.49		$	24.35		$	26.03
Broadband:
Consumer connections			38,583			38,449			40,471
Business connections			19,069			19,076			19,054
ARPU consumer		$	39.01		$	37.56		$	35.15
ARPU business		$	147.25		$	141.60		$	132.41
Wholesale lines			21,278			22,157			23,959
Wireless:
Postpaid connections			107,704			106,133			108,533
Prepaid connections			12,346			11,023			8,146
Total			120,050			117,156			116,679
Retail wireless ARPU		$	51.26		$	51.83		$	53.39
Wireless broadband ARPU		$	18.74		$	17.35		$	16.08
Churn:
Voice access lines			1.4	%		1.3	%		1.4	%
Broadband connections			2.5	%		2.3	%		2.1	%
Wireless connections			2.0	%		2.3	%		2.1	%
Wireless equipment subsidy ($ = Thousands)		$	7,318		$	1,799		$	3,875
Note:	Broadband contains the following dial-up connections:
	June 30, 2012: 2,248 Consumer and 499 Business.
	March 31, 2012: 2,620 Consumer and 516 Business.
	June 30, 2011: 3,300 Consumer, and 579 Business.

CONTACT:
Alaska Communications Investors:
Vice President, Investor Relations and Financial Planning & Analysis
Michael Allen, 907-564-7556
investors@acsalaska.com