-----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, He4RmA3RtKaKKaZYt+C32XLs1DHv7TtgZO04bJsiGhN8wMbiDmjtGWhZT+87HEWY 0fP/k4FIgVc+aeIpImP18g== 0000020520-06-000042.txt : 20060802 0000020520-06-000042.hdr.sgml : 20060802 20060802084219 ACCESSION NUMBER: 0000020520-06-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060802 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060802 DATE AS OF CHANGE: 20060802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITIZENS COMMUNICATIONS CO CENTRAL INDEX KEY: 0000020520 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 060619596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11001 FILM NUMBER: 06996180 BUSINESS ADDRESS: STREET 1: HIGH RIDGE PK BLDG 3 CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 2036145600 MAIL ADDRESS: STREET 1: THREE HIGH RIDGE PARK CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS UTILITIES CO DATE OF NAME CHANGE: 19920703 8-K 1 pressrelease8206.txt PRESS RELEASE 8-2-06 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) Of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 31, 2006 Citizens Communications Company - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware - -------------------------------------------------------------------------------- (State or other jurisdiction of incorporation) 001-11001 06-0619596 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3 High Ridge Park, Stamford, Connecticut 06905 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (203) 614-5600 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.01 Completion of Acquisition or Disposition of Assets -------------------------------------------------- On July 31, 2006, Citizens Communications Company (the "Company") and its wholly-owned subsidiary, CU Capital LLC, closed on the sale of all of the outstanding membership interests in the Company's subsidiary, Electric Lightwave, LLC, to Integra Telecom Holdings, Inc. ("Integra") for aggregate consideration of approximately $247 million, consisting of $243 million in cash plus the assumption by Integra of $4 million in capital lease obligations, subject to customary adjustments pursuant to the terms of the sale agreement. The Company expects to recognize a pre-tax gain on the sale of approximately $125 million. The information set forth in the press release issued by the Company on August 1, 2006, attached hereto as Exhibit 99.1, is incorporated herein by reference. Item 2.02 Results of Operations and Financial Condition --------------------------------------------- On August 2, 2006, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.2. The information in this Form 8-K and Exhibit 99.2 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. Item 9.01 Financial Statements and Exhibits --------------------------------- (d) Exhibits 99.1 Press Release of Citizens Communications Company released August 1, 2006. 99.2 Press Release of Citizens Communications Company released August 2, 2006. 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 COMMUNICATIONS COMPANY Date: August 2, 2006 By: /s/ Donald R. Shassian -------------------------------- Donald R. Shassian Chief Financial Officer EX-99.1 2 eliexhib99-1.txt ELI CLOSING PRESS RELEASE Exhibit 99.1 Citizens Communications 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.net - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE Contact: Michael Bromley Investor Relations 203-614-5218 mbromley@czn.com Citizens Communications Closes Sale of Electric Lightwave Stamford, Conn., August 1, 2006 - Citizens Communications Company (NYSE:CZN) today announced that it closed on the sale of its subsidiary, Electric Lightwave, LLC ("ELI"), to Integra Telecom Holdings, Inc. ("Integra") for aggregate consideration of approximately $247 million, consisting of $243 million in cash plus the assumption by Integra of $4 million in capital lease obligations, subject to customary adjustments pursuant to the terms of the sale agreement. Citizens expects to recognize a pre-tax gain on the sale of ELI of approximately $125 million. About Citizens Communications Company Citizens Communications Company (NYSE: CZN) is a full-service communications provider and one of the largest local exchange telephone companies in the country. Under the Frontier brand name, the company offers telephone, television and internet services, as well as bundled offerings, ESPN360 streaming video, security solutions and specialized bundles for small businesses and home offices. Additional information about Frontier's products and services is available at www.frontier.myway.com and www.frontieronline.com. For more information about Citizens Communications, visit 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. 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. # # # EX-99.2 3 analsched2ndqtr2006.txt 2ND ATR 2006 ANALYST SCHEDULES Exhibit 99.2 Citizens Communications 3 High Ridge Park Stamford, CT 06905 203.614.5600 Web site: www.czn.net - -------------------------------------------------------------------------------- FOR IMMEDIATE RELEASE: Contact: Michael Bromley 203.614.5218 mbromley@czn.com Citizens Communications Reports 2006 Second-Quarter Results Stamford, Conn., August 2, 2006 -- Citizens Communications (NYSE:CZN) today reported second quarter 2006 revenues of $506.9 million, operating income of $169.5 million, and net income of $101.7 million. During the quarter, the company received approximately $65 million in cash upon the liquidation of the Rural Telephone Bank. Excluding the effects of the Rural Telephone Bank liquidation, net income would have been $63.0 million. Second quarter 2006 revenue increased 2.2 percent compared to the second quarter of 2005. The increase is due primarily to growth in data and internet services revenue and to a lesser extent higher access services revenues and higher enhanced services/features revenues. Data and internet services revenue increased 28.5 percent compared to the second quarter of 2005. Other operating expense decreased by approximately $6.8 million or 3.7 percent primarily driven by reductions in salaries and benefits as the company has 340 fewer employees and improved expense control in benefit costs. Depreciation expense for the second quarter of 2006 decreased $12.9 million as compared to the second quarter of 2005. The decrease is due to a declining asset base and changes in the projected useful lives of certain assets as determined by an independent study prepared last year. Depreciation expense is expected to decline in 2006 to approximately $350.0 million or by 11 percent compared to 2005. The company added 19,600 high-speed internet customers during the quarter and had over 350,000 high-speed data subscribers at June 30, 2006. The number of the company's high-speed internet subscribers has increased by more than 83,000 or 31.1 percent since June 30, 2005. Operating income for the second quarter of 2006 was $169.5 million and operating income margin was 33.4 percent, compared to $142.3 million and 28.7 percent in the second quarter of 2005. Capital expenditures were $54.5 million for the second quarter of 2006 and $98.3 million for the first six months of 2006. Free cash flow for the second quarter increased 17 percent to $155.8 million compared to the second quarter of 2005. The company's dividend represents a payout of 51.6 percent of free cash flow for the first six months of 2006. --MORE -- During the second quarter, the company repurchased $97.3 million of stock at an average price of $13.16. In addition, during the second quarter, the company retired at par $175 million of debentures due on June 1, 2006 and repurchased $22.7 million of its notes due August 17, 2006. As previously announced, the sale of Electric Lightwave, LLC (ELI) for $247 million (including $243 million in cash) closed on July 31, 2006. The company uses certain non-GAAP financial measures in evaluating its performance. These include free cash flow. A reconciliation of the differences between free cash flow and the most comparable financial measure calculated and presented in accordance with GAAP is included in the tables that follow. The non-GAAP financial measures are by definition not measures of financial performance under generally accepted accounting principles and are not alternatives to operating income or net income reflected in the statement of operations or to cash flow as reflected in the statement of cash flows and are not necessarily indicative of cash available to fund all cash flow needs. The non-GAAP financial measures used by the company may not be comparable to similarly titled measures of other companies. The company believes that presentation of non-GAAP financial measures provides useful information to investors regarding the company's financial condition and results of operations because these measures, when used in conjunction with related GAAP financial measures, (i) together provide a more comprehensive view of the company's core operations and ability to generate cash flow, (ii) provide investors with the financial analytical framework upon which management bases financial, operational, compensation and planning decisions, and (iii) presents measurements that investors and rating agencies have indicated to management are useful to them in assessing the company and its results of operations. Management uses these non-GAAP financial measures to plan and measure the performance of its core operations and its divisions' measure performance and report to management based upon these measures. In addition, the company believes that free cash flow, as the company defines it, can assist in comparing performance from period to period, without taking into account factors affecting cash flow reflected in the statement of cash flows, including changes in working capital and the timing of purchases and payments. Management uses these non-GAAP financial measures to (i) assist in analyzing the company's underlying financial performance from period to period, (ii) evaluate the financial performance of its business units, (iii) analyze and evaluate strategic and operational decisions, (iv) establish criteria for compensation decisions, and (v) assist management in understanding the company's ability to generate cash flow and, as a result, to plan for future capital and operational decisions. Management uses these non-GAAP financial measures in conjunction with related GAAP financial measures. The company believes that the non-GAAP financial measures are meaningful and useful for the reasons outlined above. --MORE -- While the company utilizes these non-GAAP financial measures in managing and analyzing its business and financial condition and believes they are useful to management and to investors for the reasons described above, these non-GAAP financial measures have certain shortcomings. In particular, free cash flow does not represent the residual cash flow available for discretionary expenditures, since items such as debt repayments and dividends are not deducted from such measure. Management compensates for the shortcomings of these measures by utilizing them in conjunction with their comparable GAAP financial measures. The information in this press release should be read in conjunction with the financial statements and footnotes contained in our documents filed with the U.S. Securities and Exchange Commission. About Citizens Communications More information about Citizens can be found at www.czn.net. This press release contains forward-looking statements that are made pursuant to the safe harbor provisions of The Private Securities Litigation Reform Act of 1995. These statements are made on the basis of management's views and assumptions regarding future events and business performance. Words such as "believe," "anticipate," "expect," and similar expressions are intended to identify forward-looking statements. Forward-looking statements (including oral representations) involve risks and uncertainties that may cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. These risks and uncertainties are based on a number of factors, including but not limited to: our ability to effectively manage our operations, costs and capital spending; our ability to successfully introduce new product offerings, including bundled service packages; our ability to sell enhanced services; our ability to comply with federal and state regulations; changes in the number of our revenue generating units; general and local economic and employment conditions; the effects of ongoing changes in the regulation of the communications industry; overall changes in the telecommunications market; and greater than anticipated competition from wireless or wireline carriers. These and other uncertainties related to our business are described in greater detail in our filings with the Securities and Exchange Commission, including our reports on Forms 10-K and 10-Q and the foregoing information should be read in conjunction with these filing. We do not intend to update or revise these forward-looking statements to reflect the occurrence of future events or circumstances. ### TABLES TO FOLLOW
Citizens Communications Company Consolidated Financial Data (1) (unaudited) For the quarter ended For the six months ended June 30, June 30, ------------------------- % --------------------------- % (Amounts in thousands - except per-share amounts) 2006 2005 Change 2006 2005 Change ----------------------------------- -------------------------------------- Income Statement Data Revenue $ 506,912 $ 496,133 2% $ 1,013,773 $ 998,467 2% Cost of services (exclusive of depreciation and amortization) 38,402 35,595 8% 78,620 75,317 4% Other operating expenses 176,842 183,667 -4% 361,466 365,439 -1% Stock based compensation 2,658 2,116 26% 5,335 4,381 22% Depreciation and amortization 119,552 132,474 -10% 241,556 266,568 -9% Operating income 169,458 142,281 19% 326,796 286,762 14% Investment and other income (loss), net 65,363 573 - 64,012 4,541 - Interest expense (includes interest on convertible debt) 85,341 84,065 2% 170,734 167,790 2% Income tax expense 54,734 17,326 216% 81,341 42,542 91% Income from discontinued operations, net of tax 6,956 3,121 123% 13,452 6,247 115% Net income attributable to common shareholders 101,702 44,584 128% 152,185 87,218 74% Weighted average shares outstanding 322,337 340,389 -5% 324,501 339,484 -4% Basic net income per share attributable to common shareholders (2) $ 0.32 $ 0.13 146% $ 0.47 $ 0.26 81% Other Financial Data Capital expenditures $ 54,519 $ 59,606 -9% $ 98,284 $ 109,020 -10% Free cash flow (3) 155,760 133,624 17% 315,250 286,310 10%
(1) In February 2006, we entered into a definitive agreement to sell Electric Lightwave, LLC (ELI), our competitive local exchange carrier business. Additionally, our conferencing business was sold on March 15, 2005. Prior periods have been restated to present ELI and our conferencing business as discontinued operations and to reflect the consolidation of Mohave Cellular Limited Partnership in accordance with EITF No. 04-5. (2) Calculated based on weighted average shares outstanding. (3) A reconciliation to the most comparable GAAP measure is presented at the end of these tables.
Citizens Communications Company Financial and Operating Data (1) (unaudited) For the quarter ended For the six months ended June 30, June 30, --------------------------- % -------------------------- % (Amounts in thousands, except operating data) 2006 2005 Change 2006 2005 Change -------------------------------------- ------------------------------------ TELECOMMUNICATIONS Select Income Statement Data Revenue Access services $ 153,582 $ 151,654 1% $ 314,550 $ 308,478 2% Local services 203,254 205,722 -1% 406,820 415,679 -2% Long distance services 38,692 42,337 -9% 77,850 86,087 -10% Data and internet services 54,488 42,392 29% 104,846 81,001 29% Directory services 28,547 28,541 0% 57,344 56,504 1% Other 28,349 25,487 11% 52,363 50,718 3% Total revenue 506,912 496,133 2% 1,013,773 998,467 2% Expenses Network access expense 38,402 35,595 8% 78,620 75,317 4% Other operating expenses 176,842 183,667 -4% 361,466 365,439 -1% Stock based compensation 2,658 2,116 26% 5,335 4,381 22% Depreciation and amortization 119,552 132,474 -10% 241,556 266,568 -9% Total expenses 337,454 353,852 -5% 686,977 711,705 -3% Operating Income $ 169,458 $ 142,281 19% $ 326,796 $ 286,762 14% Other Financial and Operating Data Access lines 2,162,712 2,275,465 -5% 2,162,712 2,275,465 -5% High-speed internet subscribers 350,411 267,270 31% 350,411 267,270 31% Switched access minutes of use (in millions) 2,579 2,830 -9% 5,233 5,712 -8% Average monthly revenue per average access line $ 77.62 $ 72.31 7% $ 77.12 $ 72.42 6% Average monthly revenue per average RGU (2) $ 67.11 $ 65.06 3% $ 67.00 $ 65.57 2% (1) See footnote (1) on the first page. (2) RGUs are access lines plus high-speed internet subscribers.
Citizens Communications Company Condensed Consolidated Balance Sheet Data (1) (Dollars in thousands) (unaudited) June 30, 2006 December 31, 2005 --------------------- -------------------- ASSETS ------ Current assets: Cash and cash equivalents $ 141,316 $ 268,917 Accounts receivable and other current assets 232,452 243,270 Assets of discontinued operations 162,915 162,716 --------------------- -------------------- Total current assets 536,683 674,903 Property, plant and equipment, net 2,978,064 3,058,312 Other long-term assets 2,630,550 2,699,520 --------------------- -------------------- Total assets $ 6,145,297 $ 6,432,735 ===================== ==================== LIABILITIES AND EQUITY ---------------------- Current liabilities: Long-term debt due within one year $ 47,683 $ 227,693 Accounts payable and other current liabilities 334,052 372,968 Liabilities of discontinued operations 44,348 46,266 --------------------- -------------------- Total current liabilities 426,083 646,927 Deferred income taxes and other liabilities 844,260 748,869 Long-term debt 3,950,556 3,995,130 Stockholders' equity 924,398 1,041,809 --------------------- -------------------- Total liabilities and equity $ 6,145,297 $ 6,432,735 ===================== ====================
(1) See footnote (1) on the first page.
Citizens Communications Company Condensed Consolidated Cash Flow Data (1) (unaudited) (Dollars in thousands) For the six months ended June 30, ---------------------------------- 2006 2005 ---------------- ---------------- Cash flows provided by (used in) operating activities: Net income $ 152,185 $ 87,218 Deduct: Gain on sale of discontinued operations - (1,167) Income from discontinued operations (13,452) (5,080) Adjustments to reconcile income to net cash provided by operating activities: Depreciation and amortization expense 241,556 266,568 Gain on expiration/settlement of customer advances - (668) Loss on debt exchange - 3,175 Stock based compensation 5,335 4,381 Other (5,155) 47,921 ---------------- ---------------- Net cash provided by continuing operating activities 380,469 402,348 Cash flows from investing activities: Proceeds from sales of assets, net of selling expenses - 25,307 Proceeds from sale of discontinued operations - 43,565 Capital expenditures (98,284) (109,020) Other assets (purchased) distributions received, net 62,244 (4,667) ---------------- ---------------- Net cash used by investing activities (36,040) (44,815) Cash flows from financing activities: Long-term debt payments (198,126) (5,876) Issuance of common stock 12,756 24,953 Dividends paid (162,773) (171,022) Shares repurchased (135,239) (14,587) Other 17 (1,645) ---------------- ---------------- Net cash used by financing activities (483,365) (168,177) Cash flows of discontinued operations: Operating activities 16,880 17,095 Investing activities (5,545) (5,700) Financing activities - (48) ---------------- ---------------- 11,335 11,347 Increase in cash and cash equivalents (127,601) 200,703 Cash and cash equivalents at January 1, 268,917 171,797 ---------------- ---------------- Cash and cash equivalents at June 30, $ 141,316 $ 372,500 ================ ================ Cash paid during the period for: Interest $ 169,841 $ 143,436 Income taxes $ 2,871 $ 838 (1) See footnote (1) on the first page.
Schedule A Reconciliation of Non-GAAP Financial Measures (1) For the quarter ended June 30, For the six months ended June 30, ----------------------------------- -------------------------------------- (Amounts in thousands) 2006 2005 2006 2005 ---------------- ---------------- ------------------ ------------------ Net Income to Free Cash Flow; ----------------------------- Net Cash Provided by Operating Activities ----------------------------------------- Net income $ 101,702 $ 44,584 $ 152,185 $ 87,218 Add back: Depreciation and amortization 119,552 132,474 241,556 266,568 Income tax expense 54,734 17,326 81,341 42,542 Stock based compensation 2,658 2,116 5,335 4,381 Subtract: Cash paid for income taxes 3,004 2,697 2,871 838 Investment and other income (loss), net 65,363 573 64,012 4,541 Capital expenditures 54,519 59,606 98,284 109,020 ---------------- ---------------- ------------------ ------------------ Free cash flow 155,760 133,624 315,250 286,310 Add back: Deferred income taxes 53,990 19,750 78,153 44,859 Noncash (gains)/losses, net 3,361 9,270 10,400 11,834 Investment and other income (loss), net 3,935 573 2,584 4,541 Cash paid for income taxes 3,004 2,697 2,871 838 Capital expenditures 54,519 59,606 98,284 109,020 Subtract: Changes in current assets and liabilities (5,635) (2,795) 26,945 1,884 Income tax expense 54,734 17,326 81,341 42,542 Stock based compensation 2,658 2,116 5,335 4,381 Gain on sale of discontinued operations - - - 1,167 Income from discontinued operations 6,956 3,121 13,452 5,080 ---------------- ---------------- ------------------ ------------------ Net cash provided by operating activities $ 215,856 $ 205,752 $ 380,469 $ 402,348 ================ ================ ================== ================== (1) See footnote (1) on the first page.
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