-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, bgEjGndaHnk0FW2r/194Z49MAaeK2yWEyRRW3BG4tp48Dtg/HhJKrdBDTT+zKCxI 938vmhycd256Vyx33HW7mQ== 0000020520-94-000005.txt : 19940502 0000020520-94-000005.hdr.sgml : 19940502 ACCESSION NUMBER: 0000020520-94-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS UTILITIES CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: 4931 IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 94525161 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 STREET 2: P O BOX 3801 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2033298800 10-K/A 1 FORM 10KA-3 SCHEDULES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 F O R M 10K/A --------------- AMENDMENT TO APPLICATION OR REPORT Filed pursuant to Section 12, 13 or 15(d) of THE SECURITIES EXCHANGE ACT OF 1934 CITIZENS UTILITIES COMPANY AMENDMENT NO. 3 The undersigned Registrant hereby files by amendment the following items, financial statements, exhibits or other portions of its ANNUAL REPORT FOR 1993 on Form 10-K as set forth in the pages attached hereto: Independent Auditors' Report Note 5 of Notes to Consolidated Financial Statements Independent Auditors' Report on Schedules Index to Schedules Schedules Exhibits 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 -------------------------- (Registrant) Date April 27, 1994 -------------- By: ______________________________ Livingston E. Ross Vice President and Controller Independent Auditors' Report ---------------------------- The Board of Directors and Shareholders Citizens Utilities Company: Under date of March 9, 1994, we issued our audit report on the consolidated balance sheets of Citizens Utilities Company and subsidiaries as of December 31, 1993, 1992 and 1991, and the related consolidated statements of income, shareholders' equity, and cash flows for the years then ended. Citizens Utilities Company is amending its aforementioned annual report by substituting the attached Note 5--Investments for the corresponding item in the original filing. Our aforementioned audit report dated March 9, 1994 applies to the consolidated financial statements of Citizens Utilities Company and subsidiaries included in its annual report on Form 10-K as it is being amended. KPMG PEAT MARWICK New York, New York March 9, 1994 (5) Investments: ----------- Investments include high-grade, short- and intermediate-term fixed-income securities (primarily state and municipal debt obligations) and equity securities. Fixed-income securities are stated at cost. Marketable equity securities are stated at the lower of cost or market. The company's investment in Centennial Cellular Corp. (see Note 3 of Notes to Consolidated Financial Statements) includes 102,187 Convertible Redeemable Preferred Shares and 1,367,099 Class B Common Shares. The liquidation value preference earned on the Convertible Redeemable Preferred Stock for 1993, 1992 and 1991 was $9,594,000, $8,803,000 and $2,563,000, respectively, and was recorded as investment income. The book value of the investment in Centennial at December 31, 1993, as presented in the table below, represents the initial book value of the investment of $69,668,000 ($19,826,000 of which relates to the Class B common shares) plus $20,960,000 of liquidation value preference earned on the Preferred Security by the company to date. The Preferred Security is mandatorily redeemable in the year 2007. The company believes it can realize its investment in Centennial either by cash redemption by the issuer funded through refinancing by the issuer, by temporary conversion to common equity securities followed by the sale of the common equity securities, or by sale of its current investment holdings. The aggregate market value of marketable equity securities at December 31, 1993, was $27,492,000. Total unrealized gains on marketable equity securities at December 31, 1993 were $14,210,000. Net realized gains on marketable equity securities included in the determination of net income for the years 1993, 1992 and 1991, respectively, were $0, $259,000 and $670,000. The cost of securities sold was based on the actual cost of the shares of each security held at the time of sale. Marketable equity securities at December 31, 1993, includes 1,758,428 shares (adjusted for stock dividends) of Class A Common Stock of Century Communications Corp. These shares represent less than 2% of the total outstanding common stock of Century Communications Corp. The chairman and chief executive officer of the company is also chairman and chief executive officer of Century Communications Corp. The components of investments at December 31, 1993, 1992 and 1991 are as follows:
1993 1992 1991 ------------ ------------ ------------ State and municipal securities $296,371,000 $448,605,000 $369,170,000 Investment in Centennial 90,628,000 81,034,000 72,231,000 Other fixed income securities 7,670,000 10,680,000 21,807,000 Marketable equity securities 13,282,000 13,934,000 10,968,000 Other 3,071,000 6,809,000 6,551,000 ------------ ------------ ------------ Total $411,022,000 $561,062,000 $480,727,000 ============ ============ ============
The fair value of investments, presented as required by SFAS No. 107, was $534,496,000 and $649,366,000 at December 31, 1993 and 1992, respectively, based on relative market information about each financial instrument. CITIZENS UTILITIES COMPANY AND SUBSIDIARIES Index to Schedules I - Investments at December 31, 1993 V - Property, plant and equipment for the three years ended December 31, 1993 VI - Accumulated depreciation of property, plant and equipment for the three years ended December 31, 1993 VIII - Reserves for the three years ended December 31, 1993 X - Supplementary income statement information for the three years ended December 31, 1993 All other schedules are inapplicable or relate to information which is presented in the company's Annual Report for 1993 on Form 10-K. Independent Auditors' Report on Schedules ----------------------------------------- The Board of Directors and Shareholders Citizens Utilities Company: Under date of March 9, 1994, we reported on the consolidated balance sheets of Citizens Utilities Company and subsidiaries as of December 31, 1993, 1992 and 1991, and the related consolidated statements of income, shareholders' equity and cash flows for the years then ended, as contained in the Company's annual report on Form 10-K/A for the year ended 1993. In connection with our audits of the aforementioned consolidated financial statements, we also audited the related financial statement schedules as listed in the accompany index. These financial statements schedules are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statement schedules based on our audits. In our opinion, the related financial statements schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein. KPMG PEAT MARWICK New York, New York March 9, 1994 SCHEDULE I ---------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- INVESTMENTS ----------- DECEMBER 31, 1993 ----------------- (In thousands)
Amortized Market value Amount at which Par cost of at close carried in the Description value issue of year balance sheet ----------- -------- ------- ---------- -------------- State and municipal securities $286,202 $296,371 $311,200 $296,371 Centennial Cellular -- 90,628 185,002 90,628 Other fixed income securities -- 7,670 7,731 7,670 Marketable equity securities -- 13,282 27,492 13,282 Other -- 3,071 3,071 3,071 -------- -------- -------- $411,022 $534,496 $411,022 ======== ======== ========
SCHEDULE V ---------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- PROPERTY, PLANT AND EQUIPMENT ----------------------------- FOR THE YEAR ENDED DECEMBER 31, 1993 ------------------------------------ (In thousands)
Other Balance at changes Balance beginning Retirements debit or at close Classification of year Additions or sales (credit) of year -------------- ---------- ----------- ----------- ----------- -------- Transmission and distribution facilities $1,032,426 $410,584 $25,690 $ $1,417,320 Production and generating facilities 222,594 193,829 1,680 414,743 Pumping, storage and purification facilities 71,238 11,472 2,535 80,175 Construction work in progress 45,616 23,252 - 68,868 Other: Intangibles 3,145 2,902 79 5,968 General plant, etc. 128,452 44,750 6,385 166,817 ---------- -------- ------- ----- --------- 131,597 47,652 6,464 172,785 ---------- -------- ------- ----- --------- $1,503,471 $686,789 $36,369 $ 0 $2,153,891 ========== ======== ======= ===== ==========
SCHEDULE V ---------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- PROPERTY, PLANT AND EQUIPMENT ----------------------------- FOR THE YEAR ENDED DECEMBER 31, 1992 ------------------------------------- (In thousands)
Other Balance at changes Balance beginning Retirements debit or at close Classification of year Additions or sales (credit) of year -------------- ---------- ---------- ----------- --------- --------- Transmission and distribution facilities $ 968,717 $ 89,797 $ 26,088 $ $ 1,032,426 Production and generating facilities 209,540 14,143 1,089 222,594 Pumping, storage and purification facilities 67,967 4,686 1,415 71,238 Construction work in progress 23,708 21,908 - 45,616 Other: Intangibles 2,507 668 30 3,145 General plant, etc. 126,737 16,969 15,254 128,452 ------- -------- ------- ----- -------- 129,244 17,637 15,284 131,597 ------- -------- ------- ----- -------- $1,399,176 $148,171 $43,876 $ 0 $1,503,471 ========= ======== ======= ===== =========
SCHEDULE V ---------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- PROPERTY, PLANT AND EQUIPMENT ----------------------------- FOR THE YEAR ENDED DECEMBER 31, 1991 ------------------------------------ (In thousands)
Other Balance at changes Balance beginning Retirements debit or at close Classification of year Additions or sales (credit) of year -------------- ---------- ----------- ------------ --------- --------- Transmission and distribution facilities $ 882,501 $ 107,418 $ 21,202 $ $ 968,717 Production and generating facilities 175,192 39,378 5,030 209,540 Pumping, storage and purification facilities 64,828 3,635 496 67,967 Construction work in progress 31,375 (7,667) - 23,708 Other: Intangibles 1,571 936 - 2,507 General plant, etc. 114,078 18,697 6,038 126,737 --------- -------- -------- ------ --------- 115,649 19,633 6,038 129,244 --------- -------- -------- ------ --------- $1,269,545 $162,397 $32,766 $ 0 $1,399,176 ========= ======== ======== ====== =========
SCHEDULE VI ----------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1993 ------------------------------------ (In thousands)
Balance at Charged Charged Balance beginning to income to other at close Classification of year accounts accounts Retirements of year -------------- ---------- ----------- --------- ----------- -------- Telecommunications $136,477 $24,203 $1,297 $5,724 $156,253 Natural Gas 103,863 11,248 3,668 4,073 114,706 Electric 91,267 13,724 2,859 2,012 105,838 Water/wastewater 68,559 9,499 121 1,872 76,307 Other 6,667 2,614 (5) 456 8,820 -------- ------- ------- ------ -------- $406,833 $61,288 (1) $7,940 $14,137 $461,924 ======== ======= ======= ====== ========
Note: (1) Includes $6,590 of depreciation which is not segregated in the consolidated statement of income, but is charged to operating expenses and to property, plant and equipment on distribution of clearing accounts. SCHEDULE VI ----------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1992 ------------------------------------ (In thousands)
Balance at Charged Charged Balance beginning to income to other at close Classification of year accounts accounts Retirements of year -------------- ---------- ---------- --------- ----------- -------- Telecommunications $121,763 $23,211 $ (3,237) $ 5,260 $136,477 Natural Gas 96,501 10,119 (857) 1,900 103,863 Electric 84,548 11,526 1,381 6,188 91,267 Water/wastewater 64,483 6,972 7,702 10,598 68,559 Other 4,585 2,092 0 10 6,667 -------- ------- ------ -------- -------- $371,880 $53,920 (1) $4,989 $23,956 $406,833 ======== ======= ====== ======== ========
Note: (1) Includes $3,793 of depreciation which is not segregated in the consolidated statement of income, but is charged to operating expenses and to property, plant and equipment on distribution of clearing accounts. SCHEDULE VI ----------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT --------------------------------------------------------- FOR THE YEAR ENDED DECEMBER 31, 1991 ------------------------------------ (In thousands)
Balance at Charged Charged Balance beginning to income to other at close Classification of year accounts accounts Retirements of year -------------- ---------- ---------- --------- ----------- -------- Telecommunications $123,831 $21,287 $ 250 $23,605 $121,763 Natural Gas 86,715 10,201 1,733 2,148 96,501 Electric 78,051 10,673 116 4,292 84,548 Water/wastewater 57,785 7,248 934 1,484 64,483 Other 3,438 1,731 0 584 4,585 -------- -------- ------- -------- -------- $349,820 $51,140(1) $3,033 $32,113 $371,880 ======== ======== ======= ======== ========
Note: (1) Includes $3,928 of depreciation which is not segregated in the consolidated statement of income, but is charged to operating expenses and to property, plant and equipment on distribution of clearing accounts. SCHEDULE VIII ------------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- RESERVES -------- (In thousands)
Balance at Balance beginning at close Description of year of year ----------- ---------- --------- Reserve deducted in the balance sheet from the asset to which it applies: Allowance for doubtful accounts - Year ended December 31, 1993 $441 $459 ==== ==== Year ended December 31, 1992 $354 $441 ==== ==== Year ended December 31, 1991 $410 $354 ==== ====
SCHEDULE X ---------- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES ------------------------------------------- SUPPLEMENTARY INCOME STATEMENT INFORMATION ------------------------------------------ FOR THE THREE YEARS ENDED DECEMBER 31, 1993 ------------------------------------------- (In thousands)
1993 1992 1991 ---- ---- ---- Taxes other than income taxes: Real estate and personal property $16,654 $15,797 $13,998 Payroll 3,819 3,916 3,725 State sales 6,241 6,970 7,178 Public utilities commission 2,936 3,260 3,342 Franchise and license 3,361 2,418 2,378 Miscellaneous 2,146 1,813 1,314 ------- ------- ------- Total $35,157 $34,174 $31,935 ======= ======= =======
EX-22 2 AUDITORS CONSENT Citizens Utilities Company Exhibits to Form 10K/A Amendment No. 3 For the year ended December 31, 1993
Exhibit No. Description ----------- ----------- 22 Auditor's Consent
Exhibit No. 22 Independent Auditors' Consent ----------------------------- The Board of Directors Citizens Utilities Company: We consent to the incorporation by reference in the Registration Statement (No. 33-37602) on Form S-8, in the Registration Statement (No. 33-39566) on Form S-8, in the Registration Statement (No. 33-39455) on Form S-8, in the Registration Statement (No. 33-41682) on Form S-8, in the Registration Statement (No. 33-42972) on Form S-8, in the Registration Statement (No. 33- 48683) on Form S-8, in the Registration Statement (No. 33-54376) on Form S-8, in the Registration Statement (No. 33-44069) on Form S-3, in the Registration Statement (No. 33-44068) on Form S-3 and in Registration Statement (No. 33- 51529) on Form S-3 of Citizens Utilities Company of our reports dated March 9, 1994, relating to the financial statements and financial statement schedules of Citizens Utilities Company and subsidiaries as of December 31, 1993, 1992 and 1991, which reports appear in the December 31, 1993 Annual Report on Form 10K/A of Citizens Utilities Company. KPMG PEAT MARWICK New York, New York April 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----