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:
March 31, 1997
(Date of earliest event reported)
CITIZENS UTILITIES COMPANY
(Exact name of Registrant as specified in charter)
Delaware 001-11001 06-0619596
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
- ----------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(203) 329-8800
(Registrant's telephone number, including area code)
No change since last report
(Former name or address, if changed since last report)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release of Citizens Utilities Company released
May 1, 1997.
99.2 Financial and operating data
<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.
CITIZENS UTILITIES COMPANY
Registrant
By:/s/ Livingston E. Ross
Vice President and Controller
Date: May 1, 1997
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
For additional information contact: Arthur Dague
(203) 329-5094
[email protected]
CITIZENS UTILITIES' FIRST-QUARTER 1997 EARNINGS AFFECTED BY
COMMUNICATIONS SECTOR EXPANSION AND MARKETING ACTIVITIES
Stamford, Connecticut, April 30, 1997-- Citizens Utilities' vice
president and treasurer, Robert J. DeSantis, announced today that earnings and
earnings per share for the first quarter ended March 31, 1997 were impacted by
expansion and marketing activities at its Citizens Communications sector.
Revenues for the 1997 first quarter were $372.5 million compared with
$329.1 million for the same period last year. Earnings for the 1997 first
quarter were $30.2 million compared with $38.9 million in last year's first
quarter. Earnings per share were 13 cents compared with 16 cents in the 1996
first quarter.
Citizens Communications and Citizens Public Services sectors both
achieved double-digit increases in revenues. Mr. DeSantis emphasized that,
"Citizens Communications' revenues grew 20%, with revenues from long distance
service and Electric Lightwave increasing 219% and 81%, respectively, in the
first quarter. The success we are experiencing in Citizens Communications'
revenue growth, while still below our expectations, is consistent with our
previously announced plan to deploy a national distribution network and to
establish a strong brand identity."
"Increasing communications revenue and revenue opportunities require
additional expenses and capital expenditures in 1997 and 1998 to deploy and
support Citizens' national distribution network and branding initiative. It is
fairly simple," Mr. DeSantis stated, "the market is asking for our services and
we are acting now so that we do not miss these revenue opportunities."
<PAGE>
While Citizens' earnings in its core local exchange and public services
businesses continued to grow at a healthy rate, first-quarter 1997 earnings
reflect the impact of increased network, sales, marketing and operational
systems support expenses relating to the expansion of Citizens Communications.
Mr. DeSantis added, "Earnings will most likely continue to reflect increased and
accelerated expenses and capital expenditures during 1997 and 1998 to ensure
that Citizens emerges as a formidable and integrated communications company and
is fully prepared for increasing competition. Citizens' Board of Directors and
management team believe that the expected long-term benefits of this strategy
considerably outweigh any short-term impact on 1997 and 1998 earnings and
earnings per share, which will likely be below 1996 levels."
Citizens (NYSE: CZNA, CZNB) provides telecommunications and public
services to approximately 1.6 million customers in 22 states. Citizens
Communications, one of the nation's fastest-growing communications companies,
operates an integrated national distribution network over which it provides
local, long distance, paging, cellular, network sales and other communications
products and services. Citizens also has investments in Centennial Cellular
Corp. (NASDAQ: CYCL) and Hungarian Telephone and Cable Corp. (ASE: HTC) and owns
Electric Lightwave, Inc., a leading competitive provider of telecommunications
services for business and long distance carriers in the western United States.
Tables follow and additional information about Citizens Utilities is
available on the Internet at http://www.czn.net.
<PAGE>
<TABLE>
<CAPTION>
Citizens Utilities Company and Subsidiaries
Consolidated Financial Data
(unaudited)
For the quarter ended
March 31,
-----------------------------------
%
(Dollars in thousands) 1997 1996 Change
------------------------------------------------
Income Statement Data
<S> <C> <C> <C>
Revenues $ 372,492 $ 329,138 13%
Natural gas, electric energy and fuel oil purchased 80,759 68,361 18%
Sales and marketing expenses 14,134 5,336 165%
Network expenses 29,094 7,779 274%
Depreciation 56,566 47,030 20%
Other operating expenses 129,858 129,640 -
Total operating expenses 310,411 258,146 20%
Operating income 62,081 70,992 -13%
Investment and other income 12,284 11,047 11%
Interest expense 27,016 22,003 23%
Income taxes 15,627 19,927 -22%
Convertible preferred dividends 1,552 1,253 24%
Net income $ 30,170 $ 38,856 -22%
Earnings per share (1) $ 0.13 $ 0.16 -19%
</TABLE>
(1) Adjusted for subsequent stock dividends.
EXHIBIT 99.2
Citizens Utilities Company and Subsidiaries
Consolidated Financial Data
(unaudited)
<TABLE>
<CAPTION>
For the quarter ended
March 31,
-------------------------
%
(Dollars in thousands) 1997 1996 Change
---------------------------------
Income Statement Data
<S> <C> <C> <C>
Revenues $ 372,492 $ 329,138 13%
Natural gas, electric energy and fuel oil purchased 80,759 68,361 18%
Sales and marketing expenses 14,134 5,336 165%
Network expenses 29,094 7,779 274%
Depreciation 56,566 47,030 20%
Other operating expenses 129,858 129,640 --
Operating Income 62,081 70,992 -13%
Investment and Other Income 12,284 11,047 11%
Interest Expense 27,016 22,003 23%
Income Taxes 15,627 19,927 -22%
Convertible Preferred Dividends 1,552 1,253 24%
Net Income 30,170 38,856 -22%
Cash Flow and Capital Expenditure Data
EBITDA (1) $ 130,931 $ 129,069 1%
Cash flow from operations 64,092 72,990 -12%
Capital expenditures 73,768 42,632 73%
Free cash flow (9,676) 30,358 -132%
Select Balance Sheet Data
Cash and investments $ 543,697 $ 374,402 45%
Total assets 4,540,353 4,012,994 13%
Net plant 3,161,629 2,953,959 7%
Long-term debt 1,554,855 1,194,114 30%
Equity (2) 1,896,594 1,785,133 6%
Shares of common stock outstanding 242,300 230,303 5%
Weighted average shares outstanding (3) 240,724 243,949 -1%
Per-Share Data(3)
Earnings per share $.13 $.16 -19%
Operating cash flow per share $.27 $.30 -10%
Book value per share $7.04 $6.49 8%
Other Financial Data
EBITDA margin 35% 39%
Long-term debt to long-term debt and equity 45% 40%
Interest coverage (4) 4.8x 5.9x
Common equity market capitalization (in billions) $2.8 $2.5
Equity market capitalization (in billions) (5) $3.0 $2.7
Market capitalization (in billions) (6) $4.5 $3.9
(1) Earnings before interest, income taxes, depreciation and amortization.
(2) Includes convertible preferred securities.
(3) Adjusted for subsequent stock dividends.
(4) EBITDA divided by interest expense.
(5) Includes market value of convertible preferred securities.
(6) Equity market capitalization plus market value of long-term debt.
<PAGE>
Citizens Utilities Company and Subsidiaries
Sector Financial and Operating Data
For the quarter ended
March 31,
----------------------------
%
(Dollars in thousands, except operating data) 1997 1996 Change
-------------------------------------
Citizens Communications
Select Income Statement Data
Revenues
Network access services (1) $ 113,253 $ 100,663 13%
Local network services 60,875 55,548 10%
Long distance service (2) 26,177 8,213 219%
Directory 7,502 7,116 5%
Other 10,405 11,059 -6%
Total revenues 218,212 182,599 20%
Sales and Marketing expenses 14,134 5,336 165%
Network expenses (1) 35,329 8,626 310%
Depreciation 43,943 36,543 20%
Operating and maintenance expenses (2) 97,978 87,217 12%
Operating income 26,828 44,877 -40%
Cash Flow and Capital Expenditure Data
Operating cash flow (3) $ 70,771 $ 81,420 -13%
Capital expenditures 55,847 29,512 89%
Free cash flow (4) 14,924 51,908 -71%
Select Balance Sheet Data
Total assets $ 2,376,471 $ 2,124,161 12%
Net plant $ 2,018,752 $ 1,864,790 8%
Operating Data
Access lines 844,000 785,000 8%
Long distance customers - in territory 190,000 82,000 132%
- out of territory 35,000 11,000 218%
- total 224,000 93,000 141%
Employees 3,912 3,199 22%
(1) Includes $6,235 in 1997 and $847 in 1996 of transactions between the Company's long distance operations and its
local exchange operations.
(2) Includes $2,112 in 1997 of transactions between the Company's long distance operations and its local exchange operations.
(3) Operating income plus depreciation.
(4) Operating cash flow less capital expenditures.
<PAGE>
Citizens Utilities Company and Subsidiaries
Sector Financial and Operating Data
For the quarter ended
March 31,
----------------------------
%
(Dollars in thousands, except operating data) 1997 1996 Change
-------------------------------------
Citizens Public Services
Select Income Statement Data
Revenues
Residential distribution $ 97,288 $ 86,041 13%
Commercial distribution 37,219 33,080 13%
Industrial distribution 19,347 20,702 -7%
Municipal distribution 3,350 2,850 18%
Total distribution 157,204 142,673 10%
Transportation/Transmission 1,625 1,619 0%
Other 3,798 3,094 23%
Total revenues 162,627 147,386 10%
Natural gas, electric energy and fuel oil purchased 80,759 68,361 18%
Operating and maintenance expenses 33,992 42,423 -20%
Depreciation 12,623 10,487 20%
Operating income 35,253 26,115 35%
Cash Flow and Capital Expenditure Data
Operating cash flow (1) $ 47,876 $ 36,602 31%
Capital expenditures 12,610 11,396 11%
Free cash flow (2) 35,266 25,206 40%
Select Balance Sheet Data
Total assets $ 1,383,007 $ 1,323,968 4%
Net plant 1,099,915 1,057,480 4%
Operating Data
Customers 773,020 760,186 2%
Employees 1,458 1,433 2%
(1) Operating income plus depreciation.
(2) Operating cash flow less capital expenditures.
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
---------------------------
%
(Dollars in thousands, except operating data) 1997 1996 Change
------------------------------------
Citizens Communications
Telecommunications
- ------------------
Select Income Statement Data
Revenues
Network access services (1) $ 103,879 $ 95,317 9%
Local network services 59,972 55,241 9%
Long distance service (2) 25,888 8,197 216%
Directory 7,502 7,116 5%
Other 10,124 10,742 -6%
Total revenues 207,365 176,613 17%
Sales and marketing expenses 11,229 4,058 177%
Network expenses (1) 29,873 5,770 418%
Depreciation 41,421 34,855 19%
Operating and maintenance expenses (2) 90,395 81,001 12%
Operating income 34,447 50,929 -32%
Operating margin 17% 29%
Cash Flow and Capital Expenditure Data
Operating cash flow (3) $ 75,868 $ 85,784 -12%
Capital expenditures 50,152 21,765 130%
Free cash flow (4) 25,716 64,019 -60%
Select Balance Sheet Data
Total assets $ 2,201,148 $ 1,994,684 10%
Net plant 1,854,542 1,742,481 6%
Operating Data
Access lines 844,000 785,000 8%
Long distance customers - in territory 190,000 82,000 132%
- out of territory 35,000 11,000 218%
- total 224,000 93,000 141%
Employees 3,476 2,955 18%
Revenue per access line $ 246 $ 225 9%
Revenue per employee (in thousands) $ 60 $ 60 --
In-territory toll minutes of use (in millions) 718 678 6%
Citizens' long distance minutes of use (in millions) - in territory 93 28 232%
- out of territory 103 24 329%
- total long distance 196 52 277%
Citizens' in-territory long distance market share 18% 7%
(1) Includes $5,440 in 1997 and $529 in 1996 of transactions between the Company's long distance operations and its
local exchange operations.
(2) Includes $2,112 in 1997 of transactions between the Company's long distance operations and its local exchange operations.
(3) Operating income plus depreciation.
(4) Operating cash flow less capital expenditures.
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
----------------------------
%
(Dollars in thousands, except operating data) 1997 1996 Change
-------------------------------------
Citizens Communications
Electric Lightwave, Inc.(1)
- ---------------------------
Select Income Statement Data
Revenues
Network access services (2) $ 9,374 $ 5,346 75%
Local network services 903 307 194%
Long distance service 289 16 1706%
Other 281 317 -11%
Total revenues 10,847 5,986 81%
Sales and marketing expenses 2,905 1,278 127%
Network expenses (2) 5,456 2,856 91%
Depreciation 2,522 1,688 49%
Operating and maintenance expenses 7,583 6,216 22%
Operating income (7,619) (6,052) -26%
Cash Flow and Capital Expenditure Data
Operating cash flow (3) $ (5,097) $ (4,364) -17%
Capital expenditures 5,695 7,747 -26%
Free cash flow (4) (10,792) (12,111) 11%
Select Balance Sheet Data
Total assets $ 175,323 $ 129,477 35%
Gross plant - owned 164,210 122,309 34%
- leased 98,287 47,292 108%
- total 262,497 169,601 55%
Operating Data
Route miles 1,490 780 91%
Fiber miles 96,609 52,013 86%
Customers 856 429 100%
Buildings connected 460 285 61%
Employees 436 244 79%
Revenue per customer $ 12,672 $ 13,953 -9%
Revenue per employee $ 24,878 $ 24,533 1%
(1) Electric Lightwave, Inc. is Citizens' Competitive Local Exchange Company.
(2) Includes $795 in 1997 and $318 in 1996 of transactions between the Company's long distance operations and its
local exchange operations.
(3) Operating income plus depreciation.
(4) Operating cash flow less capital expenditures.
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
----------------------------
%
(Dollars in thousands, except operating data) 1997 1996 Change
-------------------------------------
Citizens Public Services
Natural Gas
- -----------
Select Income Statement Data
Revenues
Residential distribution $ 60,396 $ 51,416 17%
Commercial distribution 21,063 17,679 19%
Industrial distribution 8,290 10,376 -20%
Municipal distribution 1,384 1,029 34%
Total distribution 91,133 80,500 13%
Transportation 1,080 993 9%
Other 2,570 2,290 12%
Total revenues 94,783 83,783 13%
Natural gas purchased 58,569 48,201 22%
Gross margin 36,214 35,582 2%
Operating and maintenance expenses 11,802 17,993 -34%
Depreciation 3,939 3,275 20%
Operating income 20,473 14,314 43%
Operating margin 22% 17%
Cash Flow and Capital Expenditure Data
Operating cash flow (1) $ 24,412 $ 17,589 39%
Capital expenditures 5,195 4,195 24%
Free cash flow (2) 19,217 13,394 43%
Select Balance Sheet Data
Total assets $ 381,117 $ 344,619 11%
Net plant 282,634 263,054 7%
Operating Data
Customers 373,879 366,165 2%
Employees 792 769 3%
Customers per employee 472 476 -1%
Billion Cubic Feet of gas throughput (BCF) 26.8 25.0 7%
(1) Operating income plus depreciation.
(2) Operating cash flow less capital expenditures.
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
----------------------------
%
(Dollars in thousands, except operating data) 1997 1996 Change
-------------------------------------
Citizens Public Services
Electric
- --------
Select Income Statement Data
Revenues
Residential distribution $ 20,654 $ 18,675 11%
Commercial distribution 13,437 12,598 7%
Industrial distribution 10,848 10,209 6%
Municipal distribution 1,966 1,821 8%
Total distribution 46,905 43,303 8%
Transmission 545 626 -13%
Other 452 (51) 986%
Total revenues 47,902 43,878 9%
Electric energy and fuel oil purchased 22,190 20,160 10%
Gross margin 25,712 23,718 8%
Operating and maintenance expenses 10,896 12,511 -13%
Depreciation 5,589 4,399 27%
Operating income 9,227 6,808 36%
Operating margin 19% 16%
Cash Flow and Capital Expenditure Data
Operating cash flow (1) $ 14,816 $ 11,207 32%
Capital expenditures 3,451 4,902 -30%
Free cash flow (2) 11,365 6,305 80%
Select Balance Sheet Data
Total assets $ 481,985 $ 487,019 -1%
Net plant 391,039 390,216 --
Operating Data
Customers 110,330 107,998 2%
Employees 304 305 --
Customers per employee 363 354 2%
Megawatt hours sold 399,409 389,533 3%
Megawatt hours generated 91,902 84,330 9%
Megawatt hours purchased 334,504 322,617 4%
(1) Operating income plus depreciation.
(2) Operating cash flow less capital expenditures.
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
----------------------------
%
(Dollars in thousands, except operating data) 1997 1996 Change
-------------------------------------
Citizens Public Services
Water/Wastewater
- ----------------
Select Income Statement Data
Revenues
Residential distribution $ 16,238 $ 15,950 2%
Commercial distribution 2,719 2,803 -3%
Industrial distribution 209 117 79%
Other 776 855 -9%
Total revenues 19,942 19,725 1%
Operating and maintenance expenses 11,294 11,919 -5%
Depreciation 3,095 2,813 10%
Operating income 5,553 4,993 11%
Operating margin 28% 25%
Cash Flow and Capital Expenditure Data
Operating cash flow (1) $ 8,648 $ 7,806 11%
Capital expenditures 3,964 2,299 72%
Free cash flow (2) 4,684 5,507 -15%
Select Balance Sheet Data
Total assets $ 519,905 $ 492,330 6%
Net plant 426,242 404,210 5%
Operating Data
Customers 288,811 286,023 1%
Employees 362 359 1%
Customers per employee 798 797 --
Billions of gallons of water delivered 5.5 6.0 -8%
Billions of gallons of wastewater treated 1.5 1.5 --
</TABLE>
(1) Operating income plus depreciation.
(2) Operating cash flow less capital expenditures.
The foregoing information is unaudited and should be read in conjunction with
the financial statements and footnotes included in the Company's Form 10-K
for the three years ended December 31, 1996 and Form 10-Q for the three months
ended March 31, 1997 filed with the Securities and Exchange Commission.
Allocations of expense and other items among services and sources of revenues
are derived from the Company's books with certain adjustments. The
information is not necessarily that which would be presented for a single
service on a stand-alone basis.
The Company believes its primary risk factors include, but are not limited to:
changes in the local and overall economy, the nature and pace of technological
change, the number and effectiveness of competitors in the Company's markets,
success in marketing and selling expenditures and efforts, weather conditions,
changes in legal and regulatory policy, name recognition, and the mix of
products and services offered in the Company's target markets. Any and all
Company information should be evaluated in light of these important risk
factors.
