ELECTRIC LIGHTWAVE INC
8-K, 1999-08-03
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:
                                 August 2, 1999
                                 --------------
                        (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
August 2, 1999.

                                  NEWS RELEASE

Contacts:
Investors and analysts:             Media:
Fletcher Chamberlin                 Jack Hardy
(360) 816-3996                      (360) 816-3602
[email protected]         [email protected]

                   ELECTRIC LIGHTWAVE'S RAPID GROWTH CONTINUES

     * Revenue  increases  21%  from 1999 first  quarter,  115% from 1998 second
       quarter
     * EBITDA loss and net loss decline from 1999 first quarter
     * Local  access  line  equivalents  increase 123% from prior year, 23% from
       prior quarter

Vancouver,  WA - August 2, 1999 -  Electric  Lightwave,  Inc.  (NASDAQ:ELIX),  a
leading  facilities-based  integrated  communications  provider, today announced
continued  rapid  revenue  growth and a decline in losses for the quarter  ended
June 30, 1999.

Revenues  for the latest  quarter  were $46.1  million,  or more than double the
revenues  of $21.4  million  in the second  quarter of 1998 and 21% above  first
quarter 1999  revenues of $38.2  million.  The company's  loss before  interest,
taxes,  depreciation and amortization  (EBITDA loss),  excluding operating lease
expense,  was $15.2 million in the second quarter this year, compared with $21.3
million in the first quarter of 1999 and $10.9  million in the second  quarter a
year ago. The net loss in the 1999 second quarter was $33.2 million or $0.67 per
share, compared with a net loss of $35.0 million or $0.70 per share in the first
quarter of 1999 and $14.8  million or $0.30 per share in the prior year's second
quarter.

"Our rapid  revenue  growth  continued  in the  quarter,  and we have passed the
inflection point in our quarterly  EBITDA losses," said Dave Sharkey,  president
of Electric Lightwave.  "In addition to reporting normalized  sequential revenue
growth of 20% or better for the fourth straight quarter, we saw a number of very
positive trends in the make-up of our total revenue. Internet access revenue, an
important part of our Data Services  revenue,  was up 31%  sequentially and 151%
compared with last year. Local telephone service revenue,  excluding  reciprocal
compensation, was up 37% sequentially and 131% year-over-year.  Network services
revenue was up 25%  sequentially  and 55%  compared  with last year,  reflecting
solid demand from large data customers and the expansion of our wholesale  sales
organization in the last year. All of these components are based on execution of
our plan to drive growth by  aggressively  pursuing both the expanding  data and
Internet  markets  and the  local  telephone  business  where we have  extensive
networks."

Commenting  on  the  company's  operating   performance,   Sharkey  added,  "The
significant  EBITDA  improvement  from the first  quarter  is a product  of both
improved  gross margins and higher  productivity  in our  operations.  The gross
margin in the second quarter (defined as revenues minus network access expenses)
was 49%,  compared  with 34% in the first  quarter  this  year.  Operations  and
selling,  general and administrative expenses grew by 9% from the first quarter,
while  revenues  were up 21%.  This planned  productivity  gain is the result of
significant  investments  in our systems,  sales force and  infrastructure  last
year.  During the quarter we  implemented  the third version of our  integrated,
automated  back-office  system, and further  enhancements are planned later this
year. We expect further gains from this industry-leading system through the rest
of 1999 and beyond."

For the six months ended June 30, 1999, Electric Lightwave's revenues were $84.3
million, or 103% above the first six months of 1998. The EBITDA loss,  excluding
operating lease expense, for the first half of 1999 was $36.6 million,  compared
to $19.3  million a year ago.  The net loss for the first half of 1999 was $68.2
million or $1.37 per share,  compared  with a net loss of $26.7 million or $0.54
per share (before the cumulative effect of a change in an accounting  principle)
a year earlier.

Access  line  equivalents  at the end of the second  quarter  were  121,516,  an
increase of 22,510 lines during the second quarter. The quarter-end total is 23%
over the end of the 1999 first  quarter  and 123% above the total for the end of
the 1998 second  quarter.  The company  continued to have over 99% of its access
line equivalents  on-switch and had approximately 17,359 access line equivalents
per voice  switch.  At the end of the first  quarter,  it had 4.6  gigabits  per
second of Internet capacity in its network, an increase of 48% over the total at
the end of 1998.  The  company  had also sold 4.3  gigabits  per second of frame
relay and  asynchronous  transfer mode (ATM) capacity at the end of the quarter,
an  increase  of 72%  from the end of 1998.  Data and  Internet-related  revenue
continued to make up over 50% of the  Company's  revenue in the latest  quarter,
including  significant  portions of its Local Telephone and Network  Services as
well as its Data Services.

"For the rest of the year we plan to continue  solid revenue  growth,  improving
gross margins and further  productivity  gains,"  concluded  Sharkey.  "With our
expanded sales force,  high-quality network and state-of-the-art systems, we are
well-positioned to take advantage of the numerous opportunities in our markets."

Electric  Lightwave,  Inc. is a leading  integrated  communications  provider of
enhanced  data  services,  frame  relay,  ATM and Internet  access  solutions to
bandwidth  intensive  businesses and the growing  e-commerce market. The company
offers long distance,  data and prepaid services  nationwide.  As a full-service
provider,  the  company  offers  local,  long  distance,  videoconferencing  and
high-speed  broadband  transport  via an  expanding  fiber  optic  network  that
interconnects major markets in the West. Headquartered in Vancouver, Washington,
Electric  Lightwave is on the World Wide Web at www.eli.net.  The company is 82%
owned by Citizens Utilities (NYSE:CZN, CZNPr).

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,   maintenance   of  exclusive   use  of  fiber  on
performance-based  leases,  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.

                                 (tables follow)


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

                                                  Three Months Ended
                                           6/30/1999   3/31/1999   6/30/1998
                                          ----------   ---------   ---------
Revenues:
<S>                                        <C>         <C>         <C>
     Network Services ..................   $ 12,983    $ 10,424    $  8,371
     Local Telephone Services ..........     18,600      14,308       7,769
     Long Distance Services ............      9,245       8,530       1,899
     Data Services .....................      5,267       4,954       3,404
                                           --------    --------    --------
               Total Revenues ..........     46,095      38,216      21,443
                                           --------    --------    --------


Operating Expenses:
     Network Access ....................     23,702      25,224       9,860
     Operations ........................      9,633       9,034       6,528
     Selling, General and Administrative     29,447      26,767      17,588
     Depreciation and Amortization .....      8,150       6,994       3,780
                                           --------    --------    --------
               Total Operating Expenses      70,932      68,019      37,756
                                           --------    --------    --------

Loss from Operations ...................    (24,837)    (29,803)    (16,313)

Interest Expense and Other .............      8,068       4,779       1,467
                                           --------    --------    --------

     Net Loss Before Income Taxes ......    (32,905)    (34,582)    (17,780)

Income Tax Expense (Benefit) ...........        300         370      (3,022)
                                           --------    --------    --------

     Net Loss ..........................   $(33,205)   $(34,952)   $(14,758)
                                           ========    ========    ========

     EBITDA * ..........................   $(15,226)   $(21,332)   $(10,894)
                                           ========    ========    ========

Weighted average shares outstanding ....     49,822      49,801      49,694

Net Loss Per Common Share:
     Basic                                 $  (0.67)    $ (0.70)    $ (0.30)
     Diluted                               $  (0.67)    $ (0.70)    $ (0.30)

*Excludes operating lease expenses of $1,461, $1,477 and $1,639 for the three
    months ended June 30, 1999, March 31, 1999 and June 30, 1998, respectively.

</TABLE>




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

                                                         Six Months Ended
                                                       6/30/1999   6/30/1998
                                                       ---------   ---------
Revenues:
<S>                                                    <C>         <C>
     Network Services .............................    $ 23,407    $ 17,478
     Local Telephone Services .....................      32,908      13,793
     Long Distance Services .......................      17,775       3,721
     Data Services ................................      10,221       6,508
                                                       --------    --------
               Total Revenues .....................      84,311      41,500
                                                       --------    --------

Operating Expenses
     Network Access ...............................      48,926      19,072
     Operations ...................................      18,667      11,774
     Selling, General and Administrative ..........      56,214      32,963
     Depreciation and Amortization ................      15,144       7,664
                                                       --------    --------
               Total Operating Expenses ...........     138,951      71,473
                                                       --------    --------

Loss from Operations ..............................     (54,640)    (29,973)

Interest Expense and Other ........................      12,847       2,211
                                                       --------    --------

     Net Loss Before Income Taxes and
      Cumulative Effect of Change in
      Accounting Principle ........................     (67,487)    (32,184)

Income Tax Expense (Benefit) ......................         670      (5,471)
                                                       --------    --------

     Net Loss Before Cumulative Effect
      of a Change in Accounting Principle .........     (68,157)    (26,713)

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

     Net Loss .....................................    $(68,157)   $(29,530)
                                                       ========    ========

     EBITDA * .....................................    $(36,558)   $(19,349)
                                                       =========   =========

Weighted average shares outstanding                      49,812      49,690

Net Loss Before Cumulative Effect of Change in
Accounting Principle per Common Share:
     Basic                                             $  (1.37)   $  (0.54)
     Diluted                                           $  (1.37)   $  (0.54)

Net Loss Per Common Share:
     Basic                                             $  (1.37)   $  (0.59)
     Diluted                                           $  (1.37)   $  (0.59)


*Excludes operating lease expenses of $2,938 and $2,960 for the six months ended
  June 30, 1999 and June 30, 1998, respectively.
</TABLE>
<PAGE>

                            Electric Lightwave, Inc.
                       Selected Financial & Operating Data
                  (In thousands except selected operating data)
<TABLE>
<CAPTION>


                                           6/30/1999   3/31/1999   6/30/1998
                                          ----------    --------   ---------
Selected Financial Data
<S>                                       <C>          <C>         <C>

Property, Plant & Equipment - Owned       $ 693,449    $ 585,533   $ 396,080
Property, Plant & Equipment - Leased      $ 108,541    $ 108,541   $ 108,541
                                          ---------    ---------   ---------
             Total .................      $ 801,990    $ 694,074   $ 504,621

Selected Operating Data
Markets ............................             25           23           9
Route Miles ........................          3,128        3,098       2,656
Fiber Miles ........................        192,213      181,816     153,002
Buildings Connected ................            795          783         682
Switches and Routers:
         Internet Routers ..........             42           36          18
         ATM Switches ..............             22           21           9
         Frame Relay Switches ......             31           29          22
         Voice Switches ............              7            7           7
Access Line Equivalents ............        121,516       99,006      54,490
Access Line Equivalents/Switch .....         17,359       14,144       7,784
% on Switch ........................             99%          99%         98%
Employees ..........................          1,233        1,200         841
Customers ..........................          1,961        1,843       1,330
</TABLE>








                                   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:    August 3, 1999






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