CITIZENS UTILITIES COMPANY
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1 TO QUARTERLY REPORT
FILED PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995 Commission file number 001-11001
CITIZENS UTILITIES COMPANY
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(Exact name of registrant as specified in its charter)
Delaware 06-0619596
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
High Ridge Park
P.O. Box 3801
Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 329-8800
NONE
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Former name, former address and former fiscal year, if changed since
last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding twelve months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past ninety days.
Yes X No
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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of August 4, 1995
Common Stock Series A 154,653,796
Common Stock Series B 67,242,855
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CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
INDEX
Page No.
Part I. Financial Information
Consolidated Condensed Balance Sheets
June 30, 1995 and December 31, 1994 2
Consolidated Condensed Statements of Income
for the Three Months Ended June 30, 1995 and 1994 3
Consolidated Condensed Statements of Income for
the Six Months Ended June 30, 1995 and 1994 4
Consolidated Condensed Statements of Cash Flows for
the Six Months Ended June 30, 1995 and 1994 5
Notes to Financial Statements 6
Signature 7
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PART I. FINANCIAL INFORMATION
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
June December
30, 1995 31, 1994
-------- --------
ASSETS
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Current assets:
Cash and cash equivalents $ 17,572 $ 14,224
Temporary investments 0 108,818
Accounts receivable 172,055 166,795
Other 35,034 24,217
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224,661 314,054
Property, plant and equipment 3,812,984 3,583,723
Less accumulated depreciation 1,132,652 1,014,068
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2,680,332 2,569,655
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Investments 328,332 325,011
Regulatory assets 178,263 177,414
Deferred debits and other assets 203,984 190,432
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$3,615,572 $3,576,566
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LIABILITIES AND SHAREHOLDERS' EQUITY
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Current liabilities:
Long-term debt due within one year $ 4,788 $ 13,986
Short-term debt 160,600 515,200
Other 294,440 349,991
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459,828 879,177
Customer advances for construction and
contributions in aid of construction 217,676 216,730
Deferred income taxes 262,932 248,150
Regulatory liabilities 29,817 30,830
Deferred credits and other liabilities 72,637 50,594
Long-term debt 1,070,456 994,189
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2,113,346 2,419,670
Shareholders' equity:
Common stock issued, $.25 par value
Series A 38,812 33,586
Series B 16,405 14,782
Additional paid-in capital 1,205,166 861,981
Retained earnings 231,943 237,417
Unrealized gain on securities
classified as available for sale 9,900 9,130
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1,502,226 1,156,896
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$3,615,572 $3,576,566
========== ==========
The accompanying Notes are an integral part of these Financial Statements.
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PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND 1994
(In thousands, except per-share amounts)
1995 1994
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Revenues $251,678 $187,130
Expenses:
Operating expenses 151,443 103,920
Depreciation 38,103 24,618
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189,546 128,538
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Income from operations 62,132 58,592
Other income, net 14,924 11,455
Interest expense 21,007 14,825
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Income before income taxes 56,049 55,222
Income taxes 14,110 17,206
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Net income $ 41,939 $ 38,016
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Earnings per share of common stock
Series A and Series B $.19 $.19
Number of common shares outstanding at June 30:
Series A Common Stock 155,253 139,308*
Series B Common Stock 65,624 58,688*
Dividends declared on Common Stock:
In Series A shares on Series A
Common Stock and in Series B shares
on Series B Common Stock
paid quarterly - rate 1.50% 1.15%
* Adjusted for subsequent stock dividends.
The accompanying Notes are an integral part of these Financial Statements.
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PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(In thousands, except per-share amounts)
1995 1994
---- ----
Revenues $518,712 $409,285
Expenses:
Operating expenses 320,182 253,714
Depreciation 77,496 50,019
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397,678 303,733
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Income from operations 121,034 105,552
Other income, net 27,779 23,361
Interest expense 43,704 27,962
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Income before income taxes 105,109 100,951
Income taxes 29,266 31,281
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Net income $ 75,843 $ 69,670
======== =========
Earnings per share of common stock
Series A and Series B $.36 $.36
Number of common shares outstanding at June 30:
Series A Common Stock 155,253 139,308*
Series B Common Stock 65,624 58,688*
Dividends declared on Common Stock:
In Series A shares on Series A
Common Stock and in Series B shares
on Series B Common Stock
paid quarterly - compounded rate 3.02% 2.26%
* Adjusted for subsequent stock dividends.
The accompanying Notes are an integral part of these Financial Statements.
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PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND 1994
(In thousands)
1995 1994
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Net cash provided by operating activities $97,987 $77,847
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Cash flows from investing activities:
Construction expenditures (94,788) (90,026)
Securities purchases (14,738) (19,482)
Securities sales 82,785 20,136
Securities maturities 64,765 30,657
Business acquisitions (111,469) (501,995)
Other, net (5,084) (4,702)
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(78,529) (565,412)
Cash flows from financing activities:
Issuance of common stock 267,261 2,534
Long-term debt borrowings 185,333 232,709
Long-term debt principal payments (126,332) (29,764)
Short-term debt payments (354,600) 275,270
Other, net 12,228 336
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(16,110) 481,085
Increase (decrease) in cash and
cash equivalents 3,348 (6,480)
Cash and cash equivalents at January 1, 14,224 21,738
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Cash and cash equivalents at June 30, $17,572 $15,258
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The accompanying Notes are an integral part of these Financial Statements.
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PART I. FINANCIAL INFORMATION (Continued)
CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
NOTES TO FINANCIAL STATEMENTS
(1) The consolidated financial statements include the accounts of Citizens
Utilities Company and all subsidiaries after elimination of intercompany
balances and transactions. All adjustments, which consist of only normal
recurring accruals, necessary for a fair statement of the results for the
interim periods have been made. Certain reclassifications of balances
previously reported have been made to conform to current presentation.
(2) Earnings per share is based on the weighted average number of outstanding
shares, adjusted for subsequent stock dividends and stock splits. The effect
on earnings per share of outstanding stock options is immaterial.
(3) In accordance with applicable regulatory systems of account, an allowance
for funds used during construction is included in the cost of additions to
property, plant and equipment and is allowed in rate base for rate making
purposes. The allowance is not a cash item. The amount relating to equity is
included in Other income, net and the amount relating to borrowings is offset
against Interest expense.
(4) Pursuant to the provisions of SFAS 115, the Company classifies its
investments into two categories, "held-to-maturity" and "available-for-sale".
The Company records unrealized holding gains on securities classified as
available-for-sale as an increase to investments.
The following summarizes the cost, unrealized gains and fair market value for
investments.
Unrealized Aggregate Fair
Investment Classification Amortized Cost Holding Gains Value
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As of June 30, 1995
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Held-To-Maturity $265,309,000 $80,040,000 $345,349,000
Available-For-Sale 48,393,000 14,630,000 63,023,000
As of December 31, 1994
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Held-To-Maturity $368,302,000 $77,355,000 $445,657,000
Available-For-Sale 50,809,000 14,718,000 65,527,000
Held-to-Maturity Securities
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Investment Amortized Cost Fair Value
Maturities June 30, 1995 December 31, 1994 June 30, 1995 December 31, 1994
Within 1 year $70,331,000 $108,818,000 $70,821,000 $108,935,000
2-5 years 83,663,000 141,030,000 84,613,000 139,567,000
6-10 years 19,784,000 34,171,000 20,227,000 33,656,000
Thereafter 91,531,000 84,283,000 169,688,000 163,499,000
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$265,309,000 $368,302,000 $345,349,000 $445,657,000
The Company sold $57,905,000 of securities classified as held-to-maturity
during 1995 for the purpose of permanently financing the acquisition of the
GTE and Alltel Telephone Properties acquired; gains and losses of $485,000 and
$295,000, respectively, were realized on such sales. The amortized cost and
related gains on available-for-sale securities sold during 1995 were
$5,767,000 and $9,000,000, respectively.
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CITIZENS UTILITIES COMPANY AND SUBSIDIARIES
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
CITIZENS UTILITIES COMPANY
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(Registrant)
Date August 18, 1995 Livingston E. Ross
Vice President and Controller
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