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:
May 5, 1998
(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.)
3 High Ridge Park, P.O. Box 3801, Stamford, Connecticut 06905
- ------------------------------------------------------- -----
(Address of principal executive offices) (Zip Code)
(203) 614-5600
(Registrant's telephone number, including area code)
No change since last report
(Former name or address, if changed since last report)
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release of Citizens Utilities Company released
May 5, 1998.
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 6, 1998
EXHIBIT 99.1
Citizens Utilities
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
FOR IMMEDIATE RELEASE
Contact: Alice Catalano
(203)614-5185
[email protected]
CITIZENS UTILITIES REPORTS FINANCIAL RESULTS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
Stamford, Connecticut, May 5, 1998 -Citizens Utilities' announced today first
quarter 1998 financial results. Robert J. DeSantis, Citizens Utilities' chief
financial officer, reported that Citizens' Communications and Public Services
revenues for the three months ended March 31, 1998 grew 5% to $384.7 million
from the $365 million reported for the corresponding 1997 quarter. In addition,
Electric Lightwave Inc., the company's competitive local exchange subsidiary,
generated $19.2 million in revenues, a 91% increase over the $10.1 million
reported for the first quarter 1997. Citizens' consolidated first quarter 1998
revenues were $403.9 million.
Net income for the three months ended March 31, 1998 increased 8% to $39.5
million from $36.5 million for the first quarter 1997, excluding the impact of
Electric Lightwave's losses. Electric Lightwave losses impacted Citizens' first
quarter 1998 net income by $10.3 million as compared to a $5.9 million impact in
the prior year first quarter.
Earnings per share for the quarter ended March 31, 1998 increased 14% to 16
cents from 14 cents for the prior year period, excluding the impact of Electric
Lightwave's losses. Electric Lightwave's first quarter loss per Citizens share
was 4 cents compared to 2 cents for the first quarter of 1997.
Citizens consolidated earnings and earnings per share before the cumulative
effect of a change in accounting principle for Electric Lightwave were $29.1
million and 12 cents, respectively. Citizens also reported a $2.3 million
after-tax charge to reflect a cumulative effect of a change in accounting
principle for Electric Lightwave.
Mr. DeSantis stated that, "Citizens Communications operating income increased 6%
to $38 million for the quarter ended March 31, 1998 from $36 million for the
first quarter 1997 despite a reduction in first quarter 1998 operating income
due to access charge/price cap and universal service fund reforms." Mr. DeSantis
added, "Citizens Communications continues to experience strong year over year
internal growth as evidenced by its above industry average access line growth of
5%. Access lines at March 31, 1998 were 883,000 while in territory long distance
customers increased to 231,000, a 26% market share."
Commenting on Citizens Public Services, Mr. DeSantis stated, "Citizens Public
Services revenues and customers both grew 10% over prior year to $179 million
and 851,000, respectively. Citizens Public Services operating income decreased
to $32.5 million for the quarter ended March 31, 1998 from $35.3 million for the
first quarter 1997, reflecting the impact of certain rate reductions."
Mr. DeSantis stated that, "Electric Lightwave's 91% revenue growth for the first
quarter 1998 was attributable to local dial tone services and enhanced services
such as frame relay and internet. Owned and leased gross property plant and
equipment at quarter end totaled $457 million as compared to $256 million a year
earlier."
Citizens Utilities (NYSE: CZN, CZNPr) provides Communications Services and
Public Services including natural gas distribution, electric distribution, water
distribution and wastewater treatment services to approximately 1.8 million
customers in 21 states. Citizens owns 83% of Electric Lightwave,
Inc.,(NASDAQ:ELIX), a leading full-service, facilities-based integrated
communications services provider and has a significant investment in Centennial
Cellular Corp. (NASDAQ:CYCL), a cellular telephone company.
(table follows)
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<CAPTION>
Citizens Utilities Company and Subsidiaries
Consolidated Financial Data
(Unaudited)
For the quarter ended
March 31,
----------------------------------
%
(Dollars in thousands, except per share data) 1998 1997 Change
-------------------------------------------------
Income Statement Data
<S> <C> <C> <C>
Revenues $ 403,863 $ 375,091 8%
Cost of services 108,032 105,990 2%
Sales and marketing expenses 9,049 15,825 -43%
Depreciation and amortization 63,597 57,015 12%
Other operating expenses 166,907 133,430 25%
Operating income 56,278 62,831 -10%
Investment and other income 12,691 12,150 4%
Interest expense 26,806 27,009 -1%
Income taxes 11,498 15,836 -27%
Convertible preferred dividends 1,552 1,552 0%
Net income before cumulative effect of change in accounting principle 29,113 30,584 -5%
Cumulative effect of change in accounting principle for ELI, net of tax 2,334 -
Net income after cumulative effect of change in accounting principle 26,779 30,584
Net income excluding ELI 39,454 36,485 8%
Per-Share Data (1)
Basic net income per share of common stock (2) $ 0.12 $ 0.12 0%
Basic net income per share of common stock excluding ELI $ 0.16 $ 0.14 14%
Weighted average shares 253,151 255,677 -1%
(1) Adjusted for subsequent stock dividends and stock splits and used in the calculation of all per share data.
(2) Excludes cumulative effect of change in ELI's accounting principle.
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<CAPTION>
EXHIBIT 99.2
Citizens Utilities Company and Subsidiaries
Consolidated Financial Data
(unaudited)
For the quarter ended
March 31,
-------------------------
%
<S> <C> <C> <C>
(Dollars in thousands) 1998 1997 Change
-------------------------------------
Income Statement Data
Revenues $ 403,863 $ 375,091 8%
Cost of services 108,032 105,990 2%
Sales and marketing expenses 9,049 15,825 -43%
Depreciation and amortization 63,597 57,015 12%
Other operating expenses 166,907 133,430 25%
Operating income 56,278 62,831 -10%
Investment and other income 12,691 12,150 4%
Interest expense 26,806 27,009 -1%
Income taxes 11,498 15,836 -27%
Convertible preferred dividends 1,552 1,552 0%
Net income before cumulative effect of change in accounting principle 29,113 30,584 -5%
Cumulative effect of change in accounting principle for ELI, net of tax 2,334 -
Net income after cumulative effect of change in accounting principle 26,779 30,584
Net income excluding ELI 39,454 36,485 8%
Cash Flow and Capital Expenditure Data
EBITDA (1) $ 132,566 $ 131,996 0%
Cash flow from operations 81,438 64,092 27%
Capital expenditures 74,334 73,768 1%
Free cash flow 7,104 (9,676) 173%
EBITDA excluding ELI (1) 142,912 137,889 4%
Cash flow from operations excluding ELI 87,979 69,654 26%
Capital expenditures excluding ELI 51,152 68,073 -25%
Free cash flow excluding ELI 36,827 1,581 2229%
Select Balance Sheet Data
Cash and investments $ 499,943 $ 543,697 -8%
Total assets 4,939,831 4,540,353 9%
Net plant 3,675,289 3,161,629 16%
Long-term debt 1,789,683 1,554,855 15%
Equity (2) 1,919,835 1,896,594 1%
Shares of common stock outstanding 253,425 242,300 5%
Weighted average shares outstanding (3) 253,151 255,677 -1%
Per-Share Data (3)
Basic net income per share of common stock (4) $ .12 $ .12 0%
Basic net income per share of common stock excluding ELI (4) $ .16 $ .14 14%
Operating cash flow per share $ .32 $ .25 28%
Operating cash flow per share excluding ELI $ .35 $ .27 30%
Book value per share $ 6.79 $ 6.63 2%
Other Financial Data
Long-term debt to long-term debt and equity 48% 45%
Long-term debt to long-term debt and equity excluding ELI 47% 45%
Interest coverage (5) 4.9x 4.9x
Interest coverage excluding ELI (5) 5.3x 5.1x
Common equity market capitalization (in billions) $ 2.7 $ 2.8
Equity market capitalization (in billions) (6) $ 2.9 $ 3.0
Market capitalization (in billions) (7) $ 4.7 $ 4.6
ELI public enterprise value (in billions) (8) $ 1.1 n/a
(1) Earnings before interest expense, income taxes, depreciation and amortization.
(2) Includes convertible preferred securities.
(3) Adjusted for subsequent stock dividends and stock splits and used in the calculation of all per share data.
(4) Excludes cumulative effect of change in accounting principle for ELI.
(5) EBITDA divided by interest expense.
(6) Includes market value of convertible preferred securities.
(7) Equity market capitalization plus market value of long-term debt.
(8) Includes common equity market capitalization plus net debt.
1
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Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
-------------------------
%
(Dollars in thousands, except operating data) 1998 1997 Change
--------------------------------------
Citizens Communications
Select Income Statement Data
Revenues
Network access services $ 103,886 $ 102,070 2%
Local network services 63,418 60,794 4%
Long distance services 26,778 24,988 7%
Directory services 7,783 7,583 3%
Other 11,296 12,416 -9%
Eliminations (1) (7,803) (5,439)
Total revenues 205,358 202,412 1%
Cost of services (network expenses) 26,560 26,470 0%
Sales and marketing expenses 4,109 12,920 -68%
Depreciation 45,155 41,868 8%
Other operating expenses 100,164 91,396 10%
Eliminations (1) (8,678) (6,235)
Operating income 38,048 35,993 6%
EBITDA margin 41% 38%
Operating margin 19% 18%
Cash Flow and Capital Expenditure Data
Operating cash flow (2) $ 83,203 $ 77,861 7%
Capital expenditures 36,146 50,152 -28%
Free cash flow (3) 47,057 27,709 70%
Select Balance Sheet Data
Total assets $ 2,229,491 $2,201,148 1%
Net plant 1,999,457 1,854,542 8%
Operating Data
Access lines 883,000 844,000 5%
Long distance customers - in territory 231,000 190,000 22%
- out of territory 22,000 35,000 -37%
- total 253,000 225,000 12%
Revenue per access line $ 233 $ 240 -3%
In-territory toll minutes of use (in millions) 1,191 1,107 8%
Citizens' long distance minutes of use (in millions) - in territory 123 93 32%
- out of territory 82 103 -20%
- total long distance 205 196 5%
Citizens' long distance in territory minutes of use market share 18% 18%
Citizens' long distance in territory customer market share 26% 23%
(1) Eliminations represent network access revenues received by the Company's local exchange operations
from its long-distance operations.
(2) Operating income plus depreciation. This is the equivalent of sector EBITDA.
(3) Operating cash flow less capital expenditures.
2
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
-------------------------
%
(Dollars in thousands, except operating data) 1998 1997 Change
-------------------------------------
Electric Lightwave, Inc. (1)
Select Income Statement Data
Revenues
Dedicated services $ 9,107 $ 6,082 50%
Local dial tone services 6,024 1,245 384%
Long distance service 1,822 1,678 9%
Enhanced services 3,104 1,843 68%
Eliminations (2) (875) (796)
Total revenues 19,182 10,052 91%
Cost of services (network expenses) 9,212 4,996 84%
Gross margin 9,970 5,056 97%
Sales and marketing expenses 4,940 2,905 70%
Depreciation 3,884 2,522 54%
Other operating expenses 15,376 8,044 91%
Operating loss (14,230) (8,415) 69%
Cash Flow and Capital Expenditure Data
Operating cash flow (3) $(10,346) $ (5,893) 76%
Capital expenditures 23,182 5,695 307%
Free cash flow (4) (33,528) (11,588) 189%
Select Balance Sheet Data
Total assets $373,374 $175,323 113%
Gross plant - owned 352,062 190,818 85%
- leased 105,226 65,363 61%
- total 457,288 256,181 79%
Operating Data
Route miles 2,525 1,490 69%
Fiber miles 145,350 96,609 50%
Customers 1,226 861 42%
Buildings connected 631 460 37%
Employees 670 463 45%
Revenue per employee $ 28,630 $ 21,711 32%
(1) The Company's facilities based Competitive Local Exchange Carrier ("CLEC") subsidiary, Electric Lightwave, Inc ("ELI").
(2) Eliminations reflect intercompany activity between the Company's ELI and communications operations.
(3) Operating loss plus depreciation. This is the equivalent of sector EBITDA.
(4) Operating cash flow less capital expenditures.
3
<PAGE>
Citizens Utilities Company and Subsidiaries
Sector Financial and Operating Data
For the quarter ended
March 31,
---------------------------
%
(Dollars in thousands, except operating data) 1998 1997 Change
-----------------------------------
Citizens Public Services
Select Income Statement Data
Revenues
Residential distribution $ 99,295 $ 97,288 2%
Commercial distribution 51,850 37,219 39%
Industrial distribution 17,719 19,347 -8%
Total distribution 168,864 153,854 10%
Transportation / transmission 1,523 1,625 -6%
Other 8,936 7,148 25%
Total revenues 179,323 162,627 10%
Cost of services (1) 80,938 80,759 0%
Gross margin 98,385 81,868 20%
Depreciation 14,558 12,625 15%
Other operating expenses 51,367 33,990 51%
Operating income 32,460 35,253 -8%
Operating margin (2) 33% 43%
Cash Flow and Capital Expenditure Data
Operating cash flow (3) $ 47,018 $ 47,878 -2%
Capital expenditures 9,864 12,610 -22%
Free cash flow (4) 37,154 35,268 5%
Select Balance Sheet Data
Total assets $ 1,627,873 $ 1,383,007 18%
Net plant 1,261,850 1,099,915 15%
Operating Data
Customers 851,230 773,020 10%
Employees 1,721 1,458 18%
Net revenue (gross margin) per employee 57 56 2%
(1) Natural gas, electric energy and fuel oil purchased.
(2) Operating income divided by net revenues (i.e. gross margin).
(3) Operating income plus depreciation. This is the equivalent of sector EBITDA.
(4) Operating cash flow less capital expenditures.
4
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
-------------------------
%
(Dollars in thousands, except operating data) 1998 1997 Change
-------------------------------------
Citizens Public Services
Natural Gas
Select Income Statement Data
Revenues
Residential distribution $ 62,103 $ 60,396 3%
Commercial distribution 35,778 21,063 70%
Industrial distribution 7,432 8,290 -10%
Total distribution 105,313 89,749 17%
Transportation 952 1,080 -12%
Other 5,318 3,954 34%
Total revenues 111,583 94,783 18%
Cost of services (natural gas purchased) 59,194 58,569 1%
Gross margin 52,389 36,214 45%
Depreciation 5,507 3,940 40%
Other operating expenses 25,040 11,802 112%
Operating income 21,842 20,472 7%
Operating margin (1) 42% 57%
Cash Flow and Capital Expenditure Data
Operating cash flow (2) $ 27,349 $ 24,412 12%
Capital expenditures 5,384 5,195 4%
Free cash flow (3) 21,965 19,217 14%
Select Balance Sheet Data
Total assets $ 566,795 $ 381,117 49%
Net plant 409,621 282,634 45%
Operating Data
Customers 448,886 373,879 20%
Employees 1,066 792 35%
Customers per employee 421 472 -11%
Net revenue (gross margin) per employee 49 46 7%
Billion Cubic Feet of gas throughput (BCF) 37.2 26.8 39%
(1) Operating income divided by net revenues (i.e. gross margin).
(2) Operating income plus depreciation. This is the equivalent of sector EBITDA.
(3) Operating cash flow less capital expenditures.
5
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
-------------------------
%
(Dollars in thousands, except operating data) 1998 1997 Change
-------------------------------------
Citizens Public Services
Electric
Select Income Statement Data
Revenues
Residential distribution $ 20,779 $ 20,654 1%
Commercial distribution 13,164 13,437 -2%
Industrial distribution 10,077 10,848 -7%
Total distribution 44,020 44,939 -2%
Transmission 571 545 5%
Other 2,683 2,418 11%
Total revenues 47,274 47,902 -1%
Cost of services (electric energy and fuel oil purchased) 21,744 22,190 -2%
Gross margin 25,530 25,712 -1%
Depreciation 5,867 5,590 5%
Other operating expenses 13,110 10,894 20%
Operating income 6,553 9,228 -29%
Operating margin (1) 26% 36%
Cash Flow and Capital Expenditure Data
Operating cash flow (2) $ 12,420 $ 14,818 -16%
Capital expenditures 1,153 3,451 -67%
Free cash flow (3) 11,267 11,367 -1%
Select Balance Sheet Data
Total assets $ 489,883 $ 481,985 2%
Net plant 382,479 391,039 -2%
Operating Data
Customers 112,900 110,330 2%
Employees 296 304 -3%
Customers per employee 381 363 5%
Net revenue (gross margin) per employee 86 85 2%
Megawatt hours sold 419,366 399,409 5%
Megawatt hours generated 99,260 91,902 8%
Megawatt hours purchased 341,374 334,504 2%
(1) Operating income divided by net revenues (i.e. gross margin).
(2) Operating income plus depreciation.
(3) Operating cash flow less capital expenditures.
6
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended
March 31,
------------------------
%
(Dollars in thousands, except operating data) 1998 1997 Change
--------------------------------
Citizens Public Services
Water/Wastewater
Select Income Statement Data
Revenues
Residential distribution $ 16,413 $ 16,238 1%
Commercial distribution 2,908 2,719 7%
Industrial distribution 210 209 0%
Other 935 776 20%
Total revenues 20,466 19,942 3%
Depreciation 3,184 3,095 3%
Other operating expenses 13,217 11,294 17%
Operating income 4,065 5,553 -27%
Operating margin (1) 20% 28%
Cash Flow and Capital Expenditure Data
Operating cash flow (2) $ 7,249 $ 8,648 -16%
Capital expenditures 3,327 3,964 -16%
Free cash flow (3) 3,922 4,684 -16%
Select Balance Sheet Data
Total assets $ 571,195 $ 519,905 10%
Net plant 469,750 426,242 10%
Operating Data
Customers 289,444 288,811 0%
Employees 359 362 -1%
Customers per employee 806 798 1%
Revenue per employee 57 55 3%
Billions of gallons of water delivered 5.4 5.5 -2%
Billions of gallons of wastewater treated 1.5 1.5 0%
(1) Operating income divided by revenues.
(2) Operating income plus depreciation. This is the equivalent of sector EBITDA.
(3) 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, 1997 and Form
10-Q for the three months ended March 31, 1998 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.
7
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