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 21, 2000
(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)
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release of Citizens Utilities Company released
March 21, 2000 announcing earnings for the year and
quarter ended December 31, 1999.
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/ Robert J. DeSantis
-----------------------------
Robert J. DeSantis
Vice President and
Chief Financial Officer
Date: March 22, 2000
Company Logo Exhibit 99.1
Citizens Utilities
3 High Ridge Park
Stamford, CT 06905
203.614.5600
Web site: www.czn.net
FOR IMMEDIATE RELEASE
Contacts:
Financial Community: Media:
- ------------------- -----
Alan H. Oshiki, Assistant Vice President Brigid M. Smith, Assistant Vice
Investor Relations President Corporate Communications
(203) 614-5629 (203) 614-5042
[email protected] [email protected]
CITIZENS UTILITIES REPORTS
1999 YEAR END AND FOURTH QUARTER
FINANCIAL RESULTS
STAMFORD, Conn., March 21, 2000 - Citizens Utilities (NYSE: CZN) today reported
financial results for the year and quarter ended December 31, 1999.
1999 revenues from continuing operations were $1.1 billion, up 17% from last
year's level. This growth was driven by an 8% increase in telecommunications
revenues, which totaled $903 million for the year, and an 88% increase in
revenues from Electric Lightwave, Inc. (NASDAQ:ELIX), which reached $184 million
for 1999. Fourth quarter 1999 revenues from continuing operations were $277
million, 12% higher than the prior year. Telecommunications revenues were $224
million and Electric Lightwave's revenues were $53 million.
1999 telecommunications EBITDA was $380 million, up 12% over the prior year.
Electric Lightwave's 1999 EBITDA loss was $58 million, a 2% improvement over
1998. 1999 EBITDA for continuing operations totaled $345 million, an 8% increase
over the prior year. Fourth quarter 1999 telecommunications EBITDA was $99
million, up 16% over the fourth quarter of 1998. Electric Lightwave's EBITDA
loss was $9 million, a 56% improvement over the prior year quarter. Fourth
quarter 1999 EBITDA for continuing operations was $91 million, an increase of
18% over the prior year period. Including discontinued operations, the company
generated $499 million and $133 million of EBITDA for the full year and fourth
quarter 1999, respectively. All EBITDA figures exclude special items.
Net income for 1999 was $144 million, or 55 cents per share, up 153% from last
year's net income of $57 million, or 22 cents per share, primarily due to gains
on the sales of investments. Net income for the year includes $98 million, or 38
cents per share, in special items.
Net income for the fourth quarter was $70 million, or 27 cents per share,
compared to $1.4 million, or 1 cent per share, in the fourth quarter of 1998.
Fourth quarter 1999 net income includes $58 million, or 22 cents per share, in
special items.
Commenting on the results, Citizens Vice President and Chief Financial Officer
Robert J. DeSantis said, "As we transition Citizens into a communications
company, we are extremely pleased by the solid financial performance of our
telecommunications operations. We anticipate enhanced revenue and EBITDA growth
in 2000 from our existing operations and properties to be acquired."
Regarding Electric Lightwave, Mr. DeSantis said, "The rapid revenue growth in
1999 coupled with higher margins were well above expectations. We expect this
trend to continue in 2000, which will result in positive EBITDA for Electric
Lightwave later this year."
Citizens Utilities provides telecommunications services and public utility
services to 1.9 million customers in 22 states. Citizens also owns 82% of
Electric Lightwave, Inc. (NASDAQ: ELIX), a facilities-based, integrated
communications provider that offers a broad range of services to
telecommunications-intensive businesses throughout the United States. To fund
its expansion in the telecommunications business, the company will use the
proceeds of its previously announced public utility divestitures. More
information about Citizens can be found at www.czn.net.
<PAGE>
This document contains forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied in the statements. These and all forward-looking statements
(including oral representations) are only predictions or statements of current
plans that are constantly under review by the company. All forward-looking
statements may differ from actual results because of, but not limited to,
changes in the local and overall economy, changes in market conditions for debt
and equity securities, 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 or regulatory policy, changes in legislation, the
company's ability to identify future markets and successfully expand existing
ones, the mix of products and services offered in the company's target markets,
the effects of acquisitions and dispositions and the ability to effectively
integrate businesses acquired. These important factors should be considered in
evaluating any statement contained herein and/or made by the company or on its
behalf. The foregoing information should be read in conjunction with the
company's filings with the U.S. Securities and Exchange Commission including,
but not limited to, reports on Forms 10-K and 10-Q. The company does not intend
to update or revise these forward-looking statements to reflect the occurrence
of future events or circumstances.
(Table to Follow)
Citizens Utilities Company and Subsidiaries
Consolidated Financial Data
(unaudited)
<TABLE>
<CAPTION>
For the quarter ended For the year ended
December 31, December 31,
-------------------------- -------------------------
% %
(Amounts in thousands - except per-share amounts) 1999 1998 Change 1999 1998 Change
-------------------------------------- --------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income Statement Data
Revenues from continuing operations (1) $ 277,215 $ 247,483 12% $ 1,087,428 $ 932,858 17%
Income (loss) from continuing operations (1) 61,368 (16,319) 476% 117,127 20,532 470%
Income from discontinued operations 8,832 17,677 -50% 27,359 36,528 -25%
Net income 70,200 1,358 5069% 144,486 57,060 153%
EBITDA Data (2)
EBITDA from continuing operations $ 90,587 $ 76,694 18% $ 345,280 $ 318,918 8%
EBITDA from discontinued operations 42,681 42,217 1% 153,375 159,053 -4%
Total Company EBITDA 133,268 118,911 12% 498,655 477,971 4%
Per-Share Data
Basic net income per share of common stock $ 0.27 $ 0.01 2600% $ 0.55 $ 0.22 150%
EBITDA per share from continuing operations (2) $ 0.35 $ 0.30 17% $ 1.32 $ 1.23 7%
EBITDA per share from discontinued operations (2) $ 0.16 $ 0.16 0% $ 0.59 $ 0.62 -5%
Total Company EBITDA per share (2) $ 0.51 $ 0.46 11% $ 1.91 $ 1.85 3%
Weighted average shares outstanding 261,448 259,679 1% 260,613 258,879 1%
(1) The Company's Telecommunications and CLEC (Competitive Local Exchange Carrier) businesses. The Company is reporting its
Public Services businesses as discontinued operations.
(2) EBITDA is operating income plus depreciation plus investment and other income and excludes special items.
For 1999, special items include asset impairment charges, accelerated depreciation related to the change in useful
life of an operating system, costs associated with an executive retirement agreement, restructuring charges,
pre-acquisition integration costs and separation costs. Special items for 1999 also include gains on the sales of
Centennial Cellular stock, Century Communications Corp. stock and the disposition of an interest in a cable joint venture.
For 1998, special items include separation costs, the write down of the Company's investment in HTCC and the cumulative
effect of a change in accounting principle for ELI.
</TABLE>
Exhibit 99.2
<TABLE>
<CAPTION>
Citizens Utilities Company and Subsidiaries
Consolidated Financial Data
(unaudited)
For the quarter ended For the year ended
December 31, December 31,
----------------------- ---------------------
% %
(Amounts in thousands - except per-share amounts) 1999 1998 Change 1999 1998 Change
-------------------------------- -------------------------------
<S> <C> <C> <C> <C> <C> <C>
Income Statement Data
Continuing operations (1)
Revenues $ 277,215 $ 247,483 12% $ 1,087,428 $ 932,858 17%
Network access 24,482 31,350 -22% 111,419 105,003 6%
Depreciation and amortization 71,298 49,715 43% 257,574 198,658 30%
Other operating expenses 162,609 150,639 8% 653,242 546,134 20%
Operating income 18,826 15,779 19% 65,193 83,063 -22%
Special items (2) (53,857) (430) (57,125) (1,419)
Operating income (loss) including special
items (35,031) 15,349 -328% 8,068 81,644 -90%
Investment and other income 463 11,200 -96% 22,513 37,197 -39%
Minority interest 6,240 4,712 32% 23,227 14,032 66%
Interest expense 25,739 17,276 49% 86,972 67,944 28%
Special items (3) 151,589 (31,905) 221,088 (34,239)
Income taxes 34,601 (3,154) 1197% 64,587 3,948 1536%
Convertible preferred dividends 1,553 1,553 0% 6,210 6,210 0%
Income (loss) from continuing operations 61,368 (16,319) 476% 117,127 20,532 470%
Income from discontinued operations, net of tax 8,832 17,677 -50% 27,359 36,528 -25%
Net income 70,200 1,358 5069% 144,486 57,060 153%
EBITDA and Capital Expenditure Data
EBITDA from continuing operations (4) $ 90,587 $ 76,694 18% $ 345,280 $ 318,918 8%
EBITDA from discontinued operations (4) 42,681 42,217 1% 153,375 159,053 -4%
Total Company EBITDA (4) 133,268 118,911 12% 498,655 477,971 4%
Capital expenditures from continuing
operations (5) 108,246 136,917 -21% 419,612 426,576 -2%
Capital expenditures from discontinued
operations 52,839 44,759 18% 135,804 95,456 42%
Total Company capital expenditures (5) 161,085 181,676 -11% 555,416 522,032 6%
Select Balance Sheet Data
Cash and investments $ 628,527 $ 496,068 27% $ 628,527 $ 496,068 27%
Total assets 5,771,745 5,292,932 9% 5,771,745 5,292,932 9%
Net plant (continuing operations) 2,888,718 2,705,087 7% 2,888,718 2,705,087 7%
Long-term debt (continuing operations) 2,107,460 1,775,338 19% 2,107,460 1,775,338 19%
Equity (6) 2,121,185 1,994,021 6% 2,121,185 1,994,021 6%
Shares of common stock outstanding 262,076 259,149 1% 262,076 259,149 1%
Weighted average shares outstanding 261,448 259,679 1% 260,613 258,879 1%
Per-Share Data
Basic net income per share of common stock $ 0.27 $ 0.01 2600% $ 0.55 $ 0.22 150%
EBITDA per share from continuing
operations (4) 0.35 0.30 17% 1.32 1.23 7%
EBITDA per share from discontinued
operations (4) 0.16 0.16 0% 0.59 0.62 -5%
Total Company EBITDA per share (4) 0.51 0.46 11% 1.91 1.85 3%
Book value per share 7.37 6.93 6% 7.37 6.93 6%
Other Financial Data
Long-term debt to long-term debt and equity 50% 47% 50% 47%
Common equity market capitalization
(in billions) $ 3.7 $ 2.1 $ 3.7 $ 2.1
Equity market capitalization
(in billions) (6) 4.0 2.3 4.0 2.3
Market capitalization (in billions) (7) 6.0 4.2 6.0 4.2
(1) The Company's Telecommunications and CLEC (Competitive Local Exchange Carrier) businesses. The Company is reporting its
Public Services businesses as discontinued operations.
(2) For 1999, special items include asset impairment charges, accelerated depreciation related to the change in useful life
of an operating system, costs associated with an executive retirement agreement, restructuring charges, pre-acquisition
integration costs and separation costs. For 1998, special items include separation costs.
(3) For 1999, special items include a gain of $69.5 million ($42.9 million net of tax) on the sale of Centennial Cellular stock,
a gain of $67.6 million ($41.7 million net of tax) on the disposition of Century Communications Corp. stock and a gain of
$83.9 million ($51.8 million net of tax) on the disposition of an interest in a cable joint venture (the Century
Communications Corp. and cable joint venture gains occurred in the fourth quarter). For 1998, special items include the
write down of the Company's investment in HTCC and the cumulative effect of a change in accounting principle for ELI.
(4) EBITDA is operating income plus depreciation plus investment and other income, all excluding special items.
(5) Excludes non-cash capital lease additions (ELI) of $60 million in 1999.
(6) Includes convertible preferred securities.
(7) Equity market capitalization plus market value of long-term debt.
</TABLE>
<PAGE>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
<TABLE>
<CAPTION>
For the quarter ended For the year ended
December 31, December 31,
--------------------------- -------------------------------
% %
(Dollars in thousands, except operating data) 1999 1998 Change 1999 1998 Change
------------------------------ ----------------------------------
Citizens Telecommunications
<S> <C> <C> <C> <C> <C> <C>
Select Income Statement Data
Revenues
Network access services $ 122,024 $ 116,686 5% $ 503,365 $ 432,018 17%
Local network services 73,457 67,486 9% 287,616 262,239 10%
Long distance and data services 18,082 21,962 -18% 76,495 96,584 -21%
Directory services 8,499 7,934 7% 33,449 31,691 6%
Other 14,619 9,816 49% 48,343 44,914 8%
Eliminations (1) (12,959) (9,321) -39% (46,031) (32,407) -42%
Total revenues 223,722 214,563 4% 903,237 835,039 8%
Network access 21,741 21,899 -1% 80,320 89,514 -10%
Depreciation and amortization 59,960 44,467 35% 221,285 181,656 22%
Other operating expenses 116,611 117,438 -1% 491,300 440,351 12%
Eliminations (1) (13,561) (10,117) -34% (48,848) (35,468) -38%
Operating income 38,971 40,876 -5% 159,180 158,986 0%
Special items (2) (52,738) (430) (55,453) (1,419)
Operating income/(loss) including special items (13,767) 40,446 -134% 103,727 157,567 -34%
EBITDA and Capital Expenditure Data
EBITDA (3) $ 98,931 $ 85,343 16% $ 380,465 $ 340,642 12%
Capital expenditures 70,912 69,945 1% 227,176 201,453 13%
Free cash flow (4) 28,019 15,398 82% 153,289 139,189 10%
Select Balance Sheet Data
Total assets $ 2,422,572 $ 2,438,978 -1% $ 2,422,572 $ 2,438,978 -1%
Net plant 2,106,299 2,122,858 -1% 2,106,299 2,122,858 -1%
Operating Data
Access lines $ 996,757 $ 951,513 5% $ 996,757 $ 951,513 5%
Revenue per access line 224 225 0% 906 878 3%
Switched access minutes of use (in millions) 1,372 1,131 21% 5,224 4,526 15%
Employees 3,634 3,562 2% 3,634 3,562 2%
Citizens' long distance minutes of use
(in millions) - in territory 131 119 10% 519 483 7%
- out of territory 4 35 -89% 51 221 -77%
- total 135 154 -12% 570 704 -19%
Citizens' long distance customers
- in territory 239,037 230,871 4% 239,037 230,871 4%
- out of territory 1,722 8,101 -79% 1,722 8,101 -79%
- total 240,759 238,972 1% 240,759 238,972 1%
Citizens' long distance in-territory market share 24% 24% 24% 24%
(1) Eliminations represent activities between the Company's local exchange
operations and its long-distance and competitive local exchange operations.
(2) For 1999, special items include asset impairment charges, accelerated
depreciation related to the change in useful life of an operating system,
costs associated with an executive retirement agreement, restructuring
charges, pre-acquisition integration costs and separation costs.
For 1998, special items include separation costs.
(3) Operating income excluding special items plus depreciation.
(4) EBITDA less capital expenditures.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Citizens Utilities Company and Subsidiaries
Financial and Operating Data by Service
For the quarter ended For the year ended
December 31, December 31,
------------------------- ---------------------------
% %
(Dollars in thousands, except operating data) 1999 1998 Change 1999 1998 Change
---------------------------------- ------------------------------------
Electric Lightwave, Inc.
<S> <C> <C> <C> <C> <C> <C>
Select Income Statement Data
Revenues
Dedicated services $ 15,818 $ 10,102 57% $ 53,249 $ 36,589 46%
Local dial tone services 22,370 14,389 55% 77,591 38,169 103%
Long distance service 4,111 6,076 -32% 26,698 12,309 117%
Enhanced services 11,796 3,149 275% 29,470 13,813 113%
Eliminations (1) (602) (796) (2,817) (3,061)
Total revenues 53,493 32,920 62% 184,191 97,819 88%
Network access 16,302 19,568 -17% 79,947 50,957 57%
Gross margin 37,191 13,352 179% 104,244 46,862 122%
Depreciation and amortization 11,338 5,248 116% 36,289 17,002 113%
Other operating expenses 45,998 33,201 39% 161,942 105,783 53%
Operating loss (20,145) (25,097) 20% (93,987) (75,923) -24%
Special items (2) (1,119) - (1,672) -
Operating loss including special items (21,264) (25,097) 15% (95,659) (75,923) -26%
EBITDA and Capital Expenditure Data
EBITDA (3) $ (8,807) $ (19,849) 56% $ (57,698) $ (58,921) 2%
Capital expenditures (4) 38,126 59,472 -36% 185,695 200,000 -7%
Free cash flow (5) (46,933) (79,321) 41% (243,393) (258,921) 6%
Select Balance Sheet Data
Total assets $ 775,234 $ 532,309 46% $ 775,234 $ 532,309 46%
Gross plant - owned 771,947 528,582 46% 771,947 528,582 46%
- leased 108,541 108,541 0% 108,541 108,541 0%
- total 880,488 637,123 38% 880,488 637,123 38%
Operating Data
Route miles 4,052 3,091 31% 4,052 3,091 31%
Fiber miles 214,864 181,368 18% 214,864 181,368 18%
Customers 2,371 1,644 44% 2,371 1,644 44%
Buildings connected 824 766 8% 824 766 8%
Employees 1,167 1,090 7% 1,167 1,090 7%
Revenue per employee $ 45,838 $ 30,202 52% $ 157,833 $ 89,742 76%
ELI public enterprise value (6) $ 1,592,387 $ 716,098 122% $ 1,592,387 $ 716,098 122%
(1) Eliminations reflect activity between ELI and the Company's Telecommunications operations.
(2) For 1999, special items include restructuring charges, separation costs and costs associated with an executive
retirement agreement.
(3) Operating income excluding special items plus depreciation.
(4) Excludes non-cash capital lease additions of $60 million in 1999.
(5) EBITDA less capital expenditures.
(6) Common equity market capitalization plus market value of net debt.
</TABLE>
