0000020520-95-000021.txt : 19950822 0000020520-95-000021.hdr.sgml : 19950822 ACCESSION NUMBER: 0000020520-95-000021 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950821 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS UTILITIES CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 95565423 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-Q/A 1 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 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 ------------------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 06-0619596 ------------------------------- ----------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) High Ridge Park P.O. Box 3801 Stamford, Connecticut 06905 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 329-8800 NONE ----------------------------------------------------------------------------- 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 ----- 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 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 -1- PART I. FINANCIAL INFORMATION CITIZENS UTILITIES COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (In thousands) June December 30, 1995 31, 1994 -------- -------- ASSETS ------ 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 ---------- ---------- 224,661 314,054 Property, plant and equipment 3,812,984 3,583,723 Less accumulated depreciation 1,132,652 1,014,068 ---------- ----------- 2,680,332 2,569,655 ---------- ----------- Investments 328,332 325,011 Regulatory assets 178,263 177,414 Deferred debits and other assets 203,984 190,432 ---------- ----------- $3,615,572 $3,576,566 ========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ 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 ---------- ----------- 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 ---------- ----------- 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 ---------- ---------- 1,502,226 1,156,896 ---------- ---------- $3,615,572 $3,576,566 ========== ========== The accompanying Notes are an integral part of these Financial Statements. -2- 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 ---- ---- Revenues $251,678 $187,130 Expenses: Operating expenses 151,443 103,920 Depreciation 38,103 24,618 -------- -------- 189,546 128,538 -------- -------- Income from operations 62,132 58,592 Other income, net 14,924 11,455 Interest expense 21,007 14,825 -------- -------- Income before income taxes 56,049 55,222 Income taxes 14,110 17,206 -------- -------- Net income $ 41,939 $ 38,016 ======== ======== 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. -3- 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 -------- --------- 397,678 303,733 -------- --------- Income from operations 121,034 105,552 Other income, net 27,779 23,361 Interest expense 43,704 27,962 -------- --------- Income before income taxes 105,109 100,951 Income taxes 29,266 31,281 -------- --------- 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. -4- 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 ---- ---- Net cash provided by operating activities $97,987 $77,847 ------- ------- 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) ------- ------- (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 ------- ------- (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 ------- ------- Cash and cash equivalents at June 30, $17,572 $15,258 ======= ======= The accompanying Notes are an integral part of these Financial Statements. -5- 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 ------------------------- -------------- ------------- -------------- As of June 30, 1995 ------------------- 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 ----------------------- 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 --------------------------- 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 ----------- ------------ ----------- ------------ $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. -6- CITIZENS UTILITIES COMPANY AND SUBSIDIARIES SIGNATURE --------- 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 August 18, 1995 Livingston E. Ross Vice President and Controller -7-