-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TAcD5XPnZQb2gvxjojbKNAKoLZeQTXL32FxyKf2m8i100AG2zybxIqLIkiIq84Z4 1nCNBRuP6GEX2gDpxw585Q== 0000020520-01-500008.txt : 20010511 0000020520-01-500008.hdr.sgml : 20010511 ACCESSION NUMBER: 0000020520-01-500008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 ITEM INFORMATION: FILED AS OF DATE: 20010510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS COMMUNICATIONS 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: 8-K SEC ACT: SEC FILE NUMBER: 001-11001 FILM NUMBER: 1627718 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 STREET 2: P O BOX 3801 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2033298800 MAIL ADDRESS: STREET 1: HIGH RIDGE PARK BLDG NO 3 CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS UTILITIES CO DATE OF NAME CHANGE: 19920703 8-K 1 ccpr1q.txt CITIZENS PRESS RELEASE 1Q 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 8, 2001 --------------- (Date of earliest event reported) CITIZENS COMMUNICATIONS 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 former address, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ (c) Exhibits 99.1 Press release of Citizens Communications Company released May 8, 2001 announcing earnings for the quarter ended March 31, 2001. 99.2 Financial and operating data. Exhibit 99.1 Citizens Communications 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.net Contact: Brigid Smith Assistant Vice President, Corporate Communications 203.614.5042 bsmith@czn.com Citizens Communications Reports Financial Results for the First Quarter of 2001 Stamford, Conn., May 8, 2001-- Citizens Communications (NYSE:CZN) today reported financial results for the quarter ended March 31, 2001. Consolidated first-quarter revenue from continuing operations, which includes revenue from the company's telecommunications, electric and gas operations, was $624.3 million, up 39 percent from the first quarter of 2000. The company's incumbent local exchange carrier and competitive local exchange carrier operations (telecommunications and Electric Lightwave operations) accounted for $349.1 million and $282.4 million of first quarter 2001 and 2000 revenue, respectively. The company's gas operations accounted for $220.5 million and $113.1 million of the first quarter 2001 and 2000 revenue, respectively. The company's electric operations accounted for $54.7 million and $53.2 million of the first quarter 2001 and 2000 revenue, respectively. First quarter 2001 EBITDA (operating income plus depreciation and amortization) from continuing operations totaled $193.6 million, a 44 percent increase over 2000 first quarter EBITDA of $134.7 million. The current and year-ago quarters include $153.1 million and $95.5 million in EBITDA, respectively, from the company's telecommunications and Electric Lightwave operations. The current and year-ago quarter also include $28.8 million and $24.5 million in EBITDA, respectively, from the company's gas operations and $11.7 million and $14.7 million, respectively, in EBITDA from the company's electric operations. First quarter consolidated net income was $19.7 million, or .07 cents per share, compared to consolidated net income of $7.3 million, or .03 cents per share for the prior year quarter. Telecommunications - Incumbent Local Exchange Carrier (ILEC ) Revenue for the first quarter of 2001 from the company's ILEC was $287.3 million, up 27 percent from $226.3 million for the 2000 first quarter. Acquisitions completed in the second half of 2000 of approximately 335,000 access lines accounted for $48.1 million of the increase. The remainder of the increase in 2001 ILEC revenue, $12.9 million, was the result of internal growth. ILEC EBITDA for the first quarter was $149.0 million, up 46 percent from $102.0 million in the prior year period, resulting in an EBITDA margin of 52 percent. First quarter ILEC EBITDA results included $5.5 million of assimilation expense related to pending acquisitions of telephone access lines. Absent this one-time expense, continuing ILEC EBITDA was $154.5 million, a 46 percent increase over the prior year's corresponding period, for an EBITDA margin of 54 percent for the 2001 first quarter compared to 47 percent in the first quarter of 2000. Acquisitions accounted for ILEC EBITDA of $28.2 million, or 58 percent of the increase. Electric Lightwave, Inc. (NASDAQ:ELIX) (ELI) First quarter ELI revenue totaled $62.6 million compared to $56.8 million for the prior year period, a 10 percent improvement. ELI first quarter EBITDA was $3.3 million, a $10 million improvement over the $6.7 million loss of the year ago first quarter. ELI received a letter from The Nasdaq Stock Market, Inc., dated April 2, 2001, informing it that ELI's Class A Common Stock failed to maintain a minimum bid price of $5.00 over the prior 30 consecutive trading days which does not meet the minimum listing criteria of Nasdaq for shares listed on the National Market System. If the bid price for ELI's Class A Common Stock is not at least $5.00 for 10 consecutive days prior to July 2, 2001, subject to the filing of an application and its approval, ELI's listing will be transferred to the Nasdaq Small Cap Market. In addition, ELI has the opportunity to appeal any change in status to a Nasdaq Listing Qualifications Panel. ELI intends to explore its options, including an appeal and a transfer to the Nasdaq Small Cap Market, unless the price of its Class A Common Stock has achieved the minimum level. At the close of business on May 8, 2001, the bid price for a share of ELI's Class A Common Stock was $2.70. About Citizens Communications - ----------------------------- Citizens Communications serves 1.4 million access lines in 17 states and is acquiring an additional 1.7 million access lines. Citizens owns 85 percent 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. More information about Citizens can be found at www.czn.net. 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.
Citizens Communications Company Financial and Operating Data by Service (unaudited) For the quarter ended March 31, ---------------------- % (Amounts in thousands - except per-share amounts) 2001 2000 Change -------- -------- ------- Income Statement Data (1) Revenue from continuing operations $624,281 $448,702 39% Operating income from continuing operations 87,883 38,732 127% Income from discontinued operations, net of tax 1,108 681 63% Net income 19,723 7,326 169% EBITDA Data (2) EBITDA from continuing operations before acquisition assimilation expenses $199,073 $138,687 44% EBITDA from continuing operations 193,589 134,713 44% EBITDA from discontinued operations 8,724 7,952 10% Total Company EBITDA 202,313 142,665 42% Per Share Data Basic net income per share of common stock $ 0.07 $ 0.03 133% EBITDA per share from continuing operations 0.74 0.52 42% EBITDA per share from discontinued operations 0.03 0.03 - Total Company EBITDA per share 0.77 0.55 40% EBITDA per share from continuing operations before acquisition assimilation expenses 0.76 0.53 43% Weighted average shares outstanding 263,036 261,427 1%
(1) Includes our Incumbent Local Exchange Carrier (ILEC), Electric Lightwave, Inc. (ELI), (our Competitive Local Exchange Carrier) and our natural gas and electric businesses. The natural gas and electric businesses are presented in continuing operations in the selected income statement data and as assets held for sale on our balance sheet. We are reporting our water and wastewater businesses as discontinued operations. Prior year has been restated to conform to current presentation. Continuing operations reflect the elimination of intercompany transactions (see segment footnote in the SEC Form 10-Q). (2) EBITDA is Operating income plus depreciation and amortization. Exhibit 99.2 Citizens Communications Company Consolidated Financial Data (unaudited)
For the quarter ended March 31, ---------------------- % (Amounts in thousands - except per-share amounts) 2001 2000 Change ----------- --------- ------- Income Statement Data Continuing operations (1) Revenue $ 624,281 $ 448,702 39% Cost of Services 226,121 121,166 87% Depreciation and amortization 105,706 95,981 10% Other operating expenses 199,087 188,849 5% Acquisition assimilation expenses 5,484 3,974 38% Operating income 87,883 38,732 127% Investment and other income, net 2,784 5,598 -50% Minority interest - 6,285 -100% Interest expense 61,452 37,590 63% Income tax expense (benefit) 9,047 4,827 87% Convertible preferred dividends 1,553 1,553 - Income (loss) from continuing operations 18,615 6,645 180% Income from discontinued operations, net of tax 1,108 681 63% Net income (loss) 19,723 7,326 169% EBITDA and Capital Expenditure Data (2) EBITDA from continuing operations $ 193,589 $ 134,713 44% EBITDA from discontinued operations 8,724 7,952 10% Total Company EBITDA 202,313 142,665 42% EBITDA from continuing operations before acquisition assimilation expenses 199,073 138,687 44% Capital expenditures from continuing operations 96,916 133,249 -27% Capital expenditures from assets held for sale 17,053 16,972 - Capital expenditures from discontinued operations 10,032 11,757 -15% Total Company capital expenditures 124,001 161,978 -23% Balance Sheet Data Cash and investments $ 215,929 $ 590,644 -63% Total assets 6,811,703 5,758,465 18% Net plant (continuing operations) 3,498,737 2,946,976 19% Assets held for sale 1,222,773 1,064,604 15% Assets of discontinued operations 673,994 587,706 15% Long-term debt (continuing operations) 2,981,496 2,193,494 36% Equity 1,730,308 1,869,492 -7% Shares of common stock outstanding 263,369 260,583 1% Weighted average shares outstanding 263,036 261,427 1% Per-Share Data (3) Basic net income (loss) per share of common stock $ 0.07 $ 0.03 133% EBITDA per share from continuing operations 0.74 0.52 42% EBITDA per share from discontinued operations 0.03 0.03 - Total Company EBITDA per share 0.77 0.55 40% Book value per share 6.58 7.15 -8% Other Financial Data Long-term debt to long-term debt and equity 63% 54% Common equity market capitalization (in billions) $ 3.33 $ 4.27 Equity market capitalization (in billions) $ 3.54 $ 4.52 Market capitalization (in billions) (4) $ 6.52 $ 6.71
(1) Includes our Incumbent Local Exchange Carrier (ILEC), Electric Lightwave, Inc. (ELI), (our Competitive Local Exchange Carrier) and our natural gas and electric businesses. The natural gas and electric businesses are presented in continuing operations in the selected income statement data and as assets held for sale in the balance sheet data. We are reporting our water and wastewater businesses as discontinued operations. Prior year has been restated to conform to current presentation. Continuing operations reflect the elimination of intercompany transactions (see segment footnote in the SEC Form 10-Q). (2) EBITDA is Operating income plus depreciation and amortization. (3) Calculated based on weighted average shares outstanding. (4) Equity market capitalization plus long-term debt. Citizens Communications Company Financial and Operating Data by Service
For the quarter ended March 31, --------------------- % (Dollars in thousands, except operating data) 2001 2000 Change ---------- --------- --------- ILEC Select Income Statement Data Revenue Local network services $ 86,116 $ 63,230 36% Enhanced services 14,576 9,823 48% Network access services 74,921 71,840 4% Special access services 23,408 15,214 54% Subsidies 34,070 19,815 72% Long distance 22,175 20,280 9% Data 8,432 4,730 78% Directory services 10,690 8,895 20% Conferencing revenue 5,660 5,168 10% Other 7,296 7,317 0% Total revenue 287,344 226,312 27% Network access expense 17,297 19,662 -12% Depreciation and amortization 86,377 70,006 23% Other operating expenses 115,515 100,698 15% Acquisition assimilation expenses (1) 5,484 3,974 38% Total expense 224,673 194,340 16% Operating income 62,671 31,972 96% EBITDA and Capital Expenditure Data EBITDA (2) $ 149,048 $ 101,978 46% EBITDA margin (3) 52% 45% - EBITDA before acquisition assimilation expenses 154,532 105,952 46% EBITDA margin before acquisition assimilation expenses 54% 47% - Capital expenditures 76,582 107,863 -29% Balance Sheet Data Total assets $3,497,464 $2,437,620 43% Net plant 2,596,276 2,103,506 23% Operating Data Access Lines: Embedded properties 1,048,946 1,007,250 4% Acquired properties 338,347 - n/a Total Access lines 1,387,293 1,007,250 38% Switched access minutes of use (in millions) 1,811 1,323 37% Employees 4,274 3,627 18% Enhanced services units (in thousands) (4) 633 423 50% DSL & Internet units (in thousands) 74 34 118% Reciprocal compensation paid (in thousands) $ 432 $ 100 332%
(1) Represents expenses associated with the completed and pending acquisition of approximately 2 million telephone access lines. (2) EBITDA is Operating income plus depreciation and amortization. (3) EBITDA divided by total revenue. (4) Enhanced services units includes call waiting, call forwarding, caller ID, voice mail and bundle services.
Citizens Communications Company Financial and Operating Data by Service For the quarter ended March 31, -------------------------- % (Dollars in thousands, except operating data) 2001 2000 Change ----------- ---------- -------- Electric Lightwave, Inc. Select Income Statement Data Revenue Network services $ 25,768 $ 16,004 61% Local telephone services 21,797 24,274 -10% Long distance services 3,084 4,596 -33% Data services 11,913 11,904 - Total revenue 62,562 56,778 10% Network access expense 16,731 20,696 -19% Gross margin 45,831 36,082 27% Depreciation and amortization 18,894 12,755 48% Other operating expenses 42,538 42,747 - Total expense 78,163 76,198 3% Operating loss (15,601) (19,420) 20% EBITDA and Capital Expenditure Data EBITDA (1) $ 3,293 $ (6,665) 149% Capital expenditures (2) 20,334 25,371 -20% Balance Sheet Data Total assets $ 928,399 $ 809,026 15% Gross plant 983,041 824,671 19% Operating Data Access Line Equivalents 195,215 180,935 8% Route miles 5,924 5,905 0% Fiber miles 296,173 293,687 1% Customers 2,228 2,158 3% Buildings connected 852 834 2% Employees 1,031 1,182 -13% Revenue per employee $ 60,681 $ 48,036 26% Reciprocal compensation received (in thousands) $ 7,716 $ 9,626 -20% (1) EBITDA is Operating income plus depreciation and amortization. (2) Excludes capitalized leases.
Citizens Communications Company Financial and Operating Data by Service
For the quarter ended March 31, ------------------------- % (Dollars in thousands, except operating data) 2001 2000 Change ------------ ---------- ------- Gas Sector Select Income Statement Data Revenue Residential distribution $ 124,752 $ 55,501 125% Commercial distribution 58,990 32,645 81% Industrial distribution 26,649 12,002 122% Municipal distribution 1,893 1,099 72% Total distribution 212,284 101,247 110% Transportation 1,466 1,444 2% Other 6,765 10,364 -35% Total revenue 220,515 113,055 95% Gas purchased 163,163 57,271 185% Gross margin 57,352 55,784 3% Depreciation and amortization (1) 150 6,446 -98% Other operating expenses 28,588 31,264 -9% Total expense 191,901 94,981 102% Operating income 28,614 18,074 58% EBITDA and Capital Expenditure Data EBITDA (2) $ 28,764 $ 24,520 17% Capital expenditures 7,407 7,775 -5% Balance Sheet Data Assets held for sale $ 668,445 $ 592,250 13% Net plant 541,943 497,656 9% Operating Data Customers 479,650 470,539 2% Employees 1,016 1,027 -1% Customers per employee 472 458 3% Gross margin (net revenue) per employee $ 56,449 $ 54,317 4% Billion Cubic Feet of gas throughput (BCF) 23.7 23.6 -
(1) Our gas operations are reported as "assets held for sale" and are expected to be sold for a profit. According, we ceased to record depreciation expense effective October 1, 2000. (2) EBITDA is Operating income plus depreciation and amortization. Citizens Communications Company Financial and Operating Data by Service
For the quarter ended March 31, ------------------------- % (Dollars in thousands, except operating data) 2001 2000 Change ------------ ---------- -------- Electric Sector Select Income Statement Data Revenue Residential distribution $ 23,706 $ 22,989 3% Commercial distribution 15,563 14,643 6% Industrial distribution 12,283 11,675 5% Municipal distribution 1,882 2,196 -14% Total distribution 53,434 51,503 4% Other 1,263 1,689 -25% Total revenue 54,697 53,192 3% Electric energy and fuel oil purchased 29,686 24,172 23% Gross margin 25,011 29,020 -14% Depreciation and amortization (1) - 6,830 -100% Other operating expenses 13,312 14,324 -7% Total expense 42,998 45,326 -5% Operating income 11,699 7,866 49% EBITDA and Capital Expenditure Data EBITDA (2) $ 11,699 $ 14,696 -20% Capital expenditures 9,646 9,197 5% Balance Sheet Data Assets held for sale $ 554,328 $ 472,354 17% Net plant 428,831 412,990 4% Operating Data Customers 124,456 122,097 2% Employees 334 358 -7% Customers per employee 373 341 9% Gross margin (net revenue) per employee $ 74,883 $ 81,061 -8% Megawatt hours sold 465,332 437,929 6% Megawatt hours generated 99,069 100,815 -2% Megawatt hours purchased 392,461 373,675 5%
(1) Our electric operations are reported as "assets held for sale" and are expected to be sold for a profit. According, we ceased to record depreciation expense effective January 1, 2001. (2) EBITDA is Operating income plus depreciation and amortization. SIGNATURE --------- 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 thereunto duly authorized. CITIZENS COMMUNICATIONS COMPANY ------------------------------- (Registrant) By: /s/ Robert J. Larson ----------------------- Robert J. Larson Vice President and Chief Accounting Officer Date: May 10, 2001 -----END PRIVACY-ENHANCED MESSAGE-----