ELECTRIC LIGHTWAVE INC
8-K, 1999-11-03
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:
                                October 29, 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
October 29, 1999.


                                  News Release

Contacts:

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


- --------------------------------------------------------------------------------

                   ELECTRIC LIGHTWAVE REPORTS CONTINUED GROWTH
                              AND IMPROVED MARGINS

- --------------------------------------------------------------------------------


                 * Revenue increases 89% from 1998 third quarter
           * EBITDA loss and net loss decline from 1999 second quarter
                      * Gross margins improve significantly

Vancouver,  WA - October 29, 1999 - Electric Lightwave,  Inc.  (NASDAQ:ELIX),  a
leading  facilities-based  integrated  communications  provider, today announced
results for the third quarter.  Revenue growth remained  strong,  even after the
effect of the company's  previously  announced decision to stop offering prepaid
telephone  card  products.  Margins  improved  significantly,  and the company's
EBITDA loss was less than half the prior quarter's level.

Revenues for the quarter  ended  September 30, 1999 were $48.6  million,  or 89%
above revenues of $25.7 million in the third quarter of 1998 and 5% above second
quarter 1999  revenues of $46.1  million.  The company's  loss before  interest,
taxes,  depreciation and amortization  (EBITDA loss),  excluding operating lease
expense,  was $7.4 million in the third  quarter this year,  compared with $15.2
million in the second  quarter of 1999 and $13.5  million in the third quarter a
year ago. The net loss in the 1999 third  quarter was $30.4 million or $0.61 per
share,  compared  with a net loss of $33.2  million  or $0.67  per  share in the
second  quarter of 1999 and $18.4 million or $0.37 per share in the prior year's
third quarter.

"Rapid revenue growth in our core  businesses  continued in the quarter,  and we
significantly reduced our quarterly EBITDA losses," said Dave Sharkey, president
of Electric Lightwave.  "Core revenue, including data services, network services
and local telephone service without reciprocal  compensation,  grew 17% compared
with the second  quarter and 79% compared with the same quarter last year.  Data
Services  revenue,   which  includes   Internet  access  revenue,   was  up  42%
sequentially and 79% compared with last year.  Local telephone  service revenue,
excluding   reciprocal   compensation,   was  up  16%   sequentially   and  114%
year-over-year.  These key parts of our revenue  growth are due to  execution of
our plan to drive growth by  aggressively  pursuing both the expanding  data and
Internet  markets and the local  telephone  business in the West,  where we have
extensive fiber optic networks."

Commenting  on  the  company's  operating   performance,   Sharkey  added,  "The
significant  EBITDA  improvement  from the prior quarter  continues a trend that
started in the second  quarter.  It is a product of both improved  gross margins
and ongoing productivity gains in our operations.  The gross margin in the third
quarter  (defined as revenues minus network access  expenses) was 70%,  compared
with 49% in the second  quarter this year and 52% in last year's third  quarter.
This major  improvement is a result of our focus on building on-net business for
our extensive networks, our  previously-announced  decision to exit lower-margin
businesses and one-time  adjustments in charges from other carriers.  Operations
and  selling,  general and  administrative  expenses  grew by 9% from the second
quarter, while core revenues were up 17%."

For the nine months ended September 30, 1999, Electric Lightwave's revenues were
$132.9  million,  or 98% above the first nine months of 1998.  The EBITDA  loss,
excluding  operating lease expense,  for the first nine months of 1999 was $43.9
million,  compared to $33.0  million a year ago. The net loss for the first nine
months of 1999 was $98.5 million or $1.98 per share, compared with a net loss of
$47.9 million or $0.91 per share (before the cumulative effect of a change in an
accounting principle) a year earlier.

Access  line  equivalents  at the end of the  third  quarter  were  142,433,  an
increase of 20,917 lines, or 17%, during the quarter.

"We are executing on our strategy and delivering value to our customers  today,"
concluded  Sharkey,  "and our success is  demonstrated  by  continued  growth in
revenue and  improvements  in margins.  We plan to leverage our  investments  in
network, systems and people for further improvements in financial performance."

Electric Lightwave, Inc. is a leading integrated communications provider serving
communications-intensive  businesses  and the  growing  e-commerce  market.  The
company has a national data  backbone and an expanding  fiber optic network that
interconnects major markets in the West. As a full-service provider, the company
offers  local  and  long  distance  telephone  service,  as well  as  high-speed
broadband  transport and enhanced data services,  frame relay,  ATM and Internet
access solutions.  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.



<PAGE>

<TABLE>
<CAPTION>

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

                                                        Three Months Ended
                                                9/30/99     6/30/99     9/30/98
                                               --------    --------    --------
<S>                                            <C>         <C>         <C>
Revenues:
     Network Services ......................   $ 14,024    $ 12,983    $  9,009
     Local Telephone Services ..............     22,313      18,600       9,987
     Long Distance Services ................      4,812       9,245       2,512
     Data Services .........................      7,453       5,267       4,156
                                               --------    --------    --------
           Total Revenues ..................     48,602      46,095      25,664
                                               --------    --------    --------

Operating Expenses:
     Network Access ........................     14,719      23,702      12,317
     Operations ............................     10,732       9,633       7,308
     Selling, General and Administrative ...     32,017      29,447      21,243
     Depreciation and Amortization .........      9,807       8,150       4,090
                                               --------    --------    --------
           Total Operating Expenses ........     67,275      70,932      44,958
                                               --------    --------    --------

     Loss from Operations ..................    (18,673)    (24,837)    (19,294)

Interest Expense and Other .................     11,424       8,068       2,742
                                               --------    --------    --------

     Net Loss Before Income Taxes ..........    (30,097)    (32,905)    (22,036)

Income Tax Expense (Benefit) ...............        277         300      (3,631)
                                               --------    --------    --------

     Net Loss ..............................   $(30,374)   $(33,205)   $(18,405)
                                               ========    ========    ========

     EBITDA* ...............................   $ (7,361)   $(15,226)   $(13,533)
                                               ========    ========    ========

Weighted Average Shares Outstanding ........     49,915      49,822      49,711

Net Loss Per Common Share:
     Basic .................................   $  (0.61)   $  (0.67)   $  (0.37)
     Diluted ...............................   $  (0.61)   $  (0.67)   $  (0.37)
</TABLE>


* Excludes operating lease expenses of $1,505,  $1,461, and $1,671 for the three
months  ended  September  30,  1999,  June 30,  1999  and  September  30,  1998,
respectively.


<PAGE>




<TABLE>
<CAPTION>

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

                                                           Nine Months Ended
                                                        9/30/99        9/30/98
                                                       ---------      ---------
<S>                                                    <C>            <C>
Revenues:
     Network Services ............................     $  37,431      $  26,487
     Local Telephone Services ....................        55,221         23,780
     Long Distance Services ......................        22,587          6,233
     Data Services ...............................        17,674         10,664
                                                       ---------      ---------
           Total Revenues ........................       132,913         67,164
                                                       ---------      ---------

Operating Expenses:
     Network Access ..............................        63,645         31,389
     Operations ..................................        29,399         19,082
     Selling, General and Administrative .........        88,231         54,206
     Depreciation and Amortization ...............        24,951         11,754
                                                       ---------      ---------
           Total Operating Expenses ..............       206,226        116,431
                                                       ---------      ---------

     Loss from Operations ........................       (73,313)       (49,267)

Interest Expense and Other .......................        24,271          4,953
                                                       ---------      ---------
     Net Loss Before Income Taxes and
       Cumulative Effect of Change in
       Accounting Principle ......................       (97,584)       (54,220)

Income Tax Expense (Benefit) .....................           947         (9,102)
                                                       ---------      ---------
     Net Loss Before Cumulative Effect
       Of Change in Accounting Principle .........       (98,531)       (45,118)

Cumulative Effect of Change in Accounting
  Principle (Net of $577 income tax benefit) .....          --            2,817
                                                       ---------      ---------

     Net Loss ....................................     $ (98,531)     $ (47,935)
                                                       =========      =========

     EBITDA* .....................................     $ (43,919)     $ (32,882)
                                                       =========      =========

Weighted Average Shares Outstanding ..............        49,846         49,697

Net Loss Per Share Before Cumulative Effect
  Of Change in Accounting Principle:
     Basic .......................................     $   (1.98)     $   (0.91)
     Diluted .....................................     $   (1.98)     $   (0.91)

Net Loss Per Common Share
     Basic .......................................     $   (1.98)     $   (0.96)
     Diluted .....................................     $   (1.98)     $   (0.96)
</TABLE>

* Excludes  operating  lease  expenses  of $4,443 and $4,631 for the nine months
ended September 30, 1999 and September 30, 1998, respectively.

<PAGE>


<TABLE>
<CAPTION>

                            Electric Lightwave, Inc.
                      Selected Financial and Operating Data
                  (In thousands except selected operating data)

                                              9/30/99      6/30/99      9/30/98
                                             --------     --------     --------
Selected Financial Data

<S>                                          <C>          <C>          <C>
Property Plant & Equipment - Owned ......    $723,141     $693,449     $462,844
Property Plant & Equipment - Leased .....     108,541      108,541      108,541
                                             --------     --------     --------
     Total ..............................    $831,682     $801,990     $571,385



Selected Operating Data

Markets .................................          26           25            9
Route Miles .............................       4,047        3,128        2,782
Fiber Miles .............................     214,656      192,213      156,949
Buildings Connected On-Net ..............         808          795          711
Switches and Routers:
     Internet Routers ...................          42           42           21
     ATM Switches .......................          22           22           10
     Frame Relay Switches ...............          31           31           22
     Voice ..............................           7            7            7
Access Line Equivalents .................     142,433      121,516       62,657
Access Line Equivalents/Voice Switch ....      20,348       17,359        8,951
% on switch .............................          97%          99%          99%
Employees ...............................       1,172        1,233        1,010
Customers ...............................       2,102        1,961        1,475
</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 29, 1999



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