CITIZENS COMMUNICATIONS COMPANY
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2007
------------------
or
--
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _________to__________
Commission file number: 001-11001
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CITIZENS COMMUNICATIONS COMPANY
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(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)
3 High Ridge Park
Stamford, Connecticut 06905
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(Address of principal executive offices) (Zip Code)
(203) 614-5600
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(Registrant's telephone number, including area code)
N/A
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(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 12 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 90 days.
Yes X No
--- ---
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer [X] Accelerated filer [ ] Non-accelerated filer [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes No X
--- ---
The number of shares outstanding of the registrant's Common Stock as of October
31, 2007 was 327,774,555.
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
Index
Page No.
--------
Part I. Financial Information (Unaudited)
Financial Statements
Consolidated Balance Sheets at September 30, 2007 and December 31, 2006 2
Consolidated Statements of Operations for the three months ended September 30, 2007 and 2006 3
Consolidated Statements of Operations for the nine months ended September 30,
2007 and 2006 4
Consolidated Statements of Shareholders' Equity for the year ended
December 31, 2006 and the nine months ended September 30, 2007 5
Consolidated Statements of Comprehensive Income for the three and
nine months ended September 30, 2007 and 2006 5
Consolidated Statements of Cash Flows for the nine months ended September 30, 2007 and 2006 6
Notes to Consolidated Financial Statements 7
Management's Discussion and Analysis of Financial Condition and Results of Operations 23
Quantitative and Qualitative Disclosures about Market Risk 37
Controls and Procedures 37
Part II. Other Information
Legal Proceedings 39
Risk Factors 39
Unregistered Sales of Equity Securities and Use of Proceeds 39
Exhibits 41
Signature 42
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
--------------------
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
($ in thousands)
(Unaudited)
September 30, 2007 December 31, 2006
------------------- --------------------
ASSETS
------
Current assets:
Cash and cash equivalents $ 247,438 $ 1,041,106
Accounts receivable, less allowances of $34,103 and $108,537, respectively 231,255 187,737
Other current assets 55,105 44,150
------------------- --------------------
Total current assets 533,798 1,272,993
Property, plant and equipment, net 3,305,281 2,983,504
Goodwill, net 2,487,156 1,917,751
Other intangibles, net 802,298 432,353
Investments 21,788 16,474
Other assets 187,102 174,461
------------------- --------------------
Total assets $ 7,337,423 $ 6,797,536
=================== ====================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Long-term debt due within one year $ 2,436 $ 39,271
Accounts payable and other current liabilities 404,371 386,372
------------------- --------------------
Total current liabilities 406,807 425,643
Deferred income taxes 771,864 514,130
Other liabilities 384,264 332,645
Long-term debt 4,725,376 4,467,086
Shareholders' equity:
Common stock, $0.25 par value (600,000,000 authorized shares; 329,940,000
and 322,265,000 outstanding, respectively, 349,456,000 issued at
September 30, 2007 and 343,956,000 issued at December 31, 2006) 87,364 85,989
Additional paid-in capital 1,279,827 1,207,399
Retained earnings 36,262 134,705
Accumulated other comprehensive loss, net of tax (79,408) (81,899)
Treasury stock (274,933) (288,162)
------------------- --------------------
Total shareholders' equity 1,049,112 1,058,032
------------------- --------------------
Total liabilities and shareholders' equity $ 7,337,423 $ 6,797,536
=================== ====================
The accompanying Notes are an integral part of these
Consolidated Financial Statements.
2
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
($ in thousands, except for per-share amounts)
(Unaudited)
2007 2006
--------------- --------------
Revenue $575,814 $ 507,198
Operating expenses:
Network access expenses 56,566 42,791
Other operating expenses 215,266 186,678
Depreciation and amortization 138,057 117,008
--------------- --------------
Total operating expenses 409,889 346,477
--------------- --------------
Operating income 165,925 160,721
Investment and other income, net 7,172 4,361
Interest expense 95,158 82,186
--------------- --------------
Income from continuing operations before income taxes 77,939 82,896
Income tax expense 30,524 31,562
--------------- --------------
Income from continuing operations 47,415 51,334
Discontinued operations (see Note 6):
Income from discontinued operations (including gain on disposal
of $116,791) - 125,104
Income tax expense - 47,979
--------------- --------------
Income from discontinued operations - 77,125
--------------- --------------
Net income available for common shareholders $ 47,415 $ 128,459
=============== ==============
Basic income per common share:
Income from continuing operations $ 0.14 $ 0.16
Income from discontinued operations - 0.24
--------------- --------------
Net income per common share $ 0.14 $ 0.40
=============== ==============
Diluted income per common share:
Income from continuing operations $ 0.14 $ 0.16
Income from discontinued operations - 0.24
--------------- --------------
Net income per common share $ 0.14 $ 0.40
=============== ==============
The accompanying Notes are an integral part of these
Consolidated Financial Statements.
3
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
($ in thousands, except for per-share amounts)
(Unaudited)
2007 2006
--------------- --------------
Revenue $ 1,710,787 $1,520,971
Operating expenses:
Network access expenses 159,237 121,411
Other operating expenses 620,325 553,479
Depreciation and amortization 400,700 358,564
--------------- --------------
Total operating expenses 1,180,262 1,033,454
--------------- --------------
Operating income 530,525 487,517
Investment and other income, net 10,672 68,373
Interest expense 287,771 252,920
--------------- --------------
Income from continuing operations before income taxes 253,426 302,970
Income tax expense 97,785 112,903
--------------- --------------
Income from continuing operations 155,641 190,067
Discontinued operations (see Note 6):
Income from discontinued operations (including gain on disposal
of $116,791) - 147,045
Income tax expense - 56,468
--------------- --------------
Income from discontinued operations - 90,577
--------------- --------------
Net income available for common shareholders $ 155,641 $ 280,644
=============== ==============
Basic income per common share:
Income from continuing operations $ 0.47 $ 0.59
Income from discontinued operations - 0.28
--------------- --------------
Net income per common share $ 0.47 $ 0.87
=============== ==============
Diluted income per common share:
Income from continuing operations $ 0.47 $ 0.59
Income from discontinued operations - 0.27
--------------- --------------
Net income per common share $ 0.47 $ 0.86
=============== ==============
The accompanying Notes are an integral part of these
Consolidated Financial Statements.
4
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED DECEMBER 31, 2006 AND THE NINE MONTHS ENDED SEPTEMBER 30, 2007
($ in thousands)
(Unaudited)
Accumulated
Common Stock Additional Other Treasury Stock Total
------------------ Paid-In Retained Comprehensive ---------------------- Shareholders'
Shares Amount Capital Earnings Loss Shares Amount Equity
--------- -------- -------------- ----------- ------------ ---------- ----------- -----------
Balance January 1, 2006 343,956 $85,989 $ 1,374,610 $ (85,344) $(123,242) (15,788) $ (210,204) $1,041,809
Cumulative effect adjustment - - - 36,392 - - - 36,392
Stock plans - - (1,875) - - 2,908 38,793 36,918
Conversion of EPPICS - - (2,563) - - 1,389 18,488 15,925
Dividends on common stock of
$1.00 per share - - (162,773) (160,898) - - - (323,671)
Shares repurchased - - - - - (10,200) (135,239) (135,239)
Net income - - - 344,555 - - - 344,555
Pension liability adjustment,
after adoption of SFAS
No. 158, net of taxes - - - - (83,634) - - (83,634)
Other comprehensive income,
net of tax and
reclassifications adjustments - - - - 124,977 - - 124,977
--------- -------- ------------- ----------- ------------ ---------- ------------- ------------
Balance December 31, 2006 343,956 85,989 1,207,399 134,705 (81,899) (21,691) (288,162) 1,058,032
Stock plans - - (6,930) - - 1,847 25,646 18,716
Acquisition of Commonwealth 5,500 1,375 77,939 - - 12,638 168,093 247,407
Conversion of EPPICS - - (537) - - 287 3,826 3,289
Conversion of Commonwealth Notes - - 1,956 - - 2,508 34,775 36,731
Dividends on common stock of
$0.75 per share - - - (254,084) - - - (254,084)
Shares repurchased - - - - - (15,105) (219,111) (219,111)
Net income - - - 155,641 - - - 155,641
Other comprehensive income,
net of tax and
reclassifications adjustments - - - - 2,491 - - 2,491
--------- -------- ------------- ----------- ------------ ---------- ------------- ------------
Balance September 30, 2007 349,456 $87,364 $ 1,279,827 $ 36,262 $ (79,408) (19,516) $ (274,933) $1,049,112
========= ======== ============= =========== ============ ========== ============= ============
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
($ in thousands)
(Unaudited)
For the three months ended September 30, For the nine months ended September 30,
-------------------------------------------- --------------------------------------------
2007 2006 2007 2006
-------------------- --------------------- -------------------- ---------------------
Net income $ 47,415 $ 128,459 $ 155,641 $ 280,644
Amortization of pension and post
retirement costs (653) - 2,510 -
Other comprehensive income(loss),
net of tax and
reclassifications adjustments - (19) (19) (9)
-------------------- --------------------- -------------------- ---------------------
Total comprehensive income $ 46,762 $ 128,440 $ 158,132 $ 280,635
==================== ===================== ==================== =====================
The accompanying Notes are an integral part of these Consolidated
Financial Statements.
5
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
($ in thousands)
(Unaudited)
2007 2006
---------------- ----------------
Cash flows provided by (used in) operating activities:
Net income $ 155,641 $ 280,644
Deduct: Income from discontinued operations, net of tax - (18,498)
Gain on sale of discontinued operations, net of tax - (72,079)
Adjustments to reconcile income to net cash provided by
operating activities:
Depreciation and amortization expense 400,700 358,564
Stock based compensation expense 7,809 7,960
Loss on debt exchange - 2,433
Losses on extinguishment of debt 20,186 -
Investment gain - (61,428)
Other non-cash adjustments 12,605 5,100
Deferred income taxes 54,124 103,893
Legal settlement (7,905) -
Change in accounts receivable (5,581) 13,091
Change in accounts payable and other liabilities (81,493) (39,923)
Change in other current assets (2,822) (791)
---------------- ----------------
Net cash provided by continuing operating activities 553,264 578,966
Cash flows provided from (used by) investing activities:
Capital expenditures (202,641) (163,356)
Cash paid for Commonwealth (net of cash acquired) (661,081) -
Proceeds from sale of discontinued operations - 247,284
Other assets (purchased) distributions received, net 4,401 63,757
---------------- ----------------
Net cash (used by) provided from investing activities (859,321) 147,685
Cash flows provided from (used by) financing activities:
Receipt (payment) of customer advances for
construction and contributions in aid of construction, net (386) (114)
Long-term debt borrowings 950,000 -
Long-term debt payments (945,466) (227,461)
Financing costs paid (11,727) -
Premium paid to retire debt (20,186) -
Issuance of common stock 13,349 21,394
Common stock repurchased (219,111) (135,239)
Dividends paid (254,084) (243,115)
---------------- ----------------
Net cash used by financing activities (487,611) (584,535)
Cash flows of discontinued operations:
Operating cash flows - 17,833
Investing cash flows - (6,593)
Financing cash flows - -
---------------- ----------------
Net cash provided by discontinued operations - 11,240
(Decrease) increase in cash and cash equivalents (793,668) 153,356
Cash and cash equivalents at January 1, 1,041,106 263,749
---------------- ----------------
Cash and cash equivalents at September 30, $ 247,438 $ 417,105
================ ================
Cash paid during the period for:
Interest $ 295,463 $ 264,621
Income taxes $ 53,670 $ 8,330
Non-cash investing and financing activities:
Change in fair value of interest rate swaps $ 6,772 $ 1,186
Conversion of EPPICS $ 3,289 $ 14,378
Conversion of Commonwealth Notes $ 36,731 $ -
Debt-for-debt exchange, net $ - $ (70)
Shares issued for Commonwealth acquisition $ 247,407 $ -
The accompanying Notes are an integral part of these Consolidated
Financial Statements.
6
PART I. FINANCIAL INFORMATION (Continued)
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Summary of Significant Accounting Policies:
-------------------------------------------
(a) Basis of Presentation and Use of Estimates:
-------------------------------------------
Citizens Communications Company and its subsidiaries are referred to
as "we," "us," "our," or the "Company" in this report. Our unaudited
consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of
America (GAAP) and should be read in conjunction with the consolidated
financial statements and notes included in our Annual Report on Form
10-K for the year ended December 31, 2006. Certain reclassifications
of balances previously reported have been made to conform to the
current presentation. All significant intercompany balances and
transactions have been eliminated in consolidation. These unaudited
consolidated financial statements include all adjustments (consisting
of normal recurring accruals) considered necessary to present fairly
the results for the interim periods shown.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions which affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the
reporting period. Actual results may differ from those estimates.
Estimates and judgments are used when accounting for allowance for
doubtful accounts, impairment of long-lived assets, intangible assets,
depreciation and amortization, employee benefit plans, income taxes,
purchase price allocations, contingencies and pension and
postretirement benefits expenses among others. Certain information and
footnote disclosures have been excluded and/or condensed pursuant to
Securities and Exchange Commission rules and regulations. The results
of the interim periods are not necessarily indicative of the results
for the full year.
(b) Cash Equivalents:
-----------------
We consider all highly liquid investments with an original maturity of
three months or less to be cash equivalents.
(c) Revenue Recognition:
--------------------
Revenue is recognized when services are provided or when products are
delivered to customers. Revenue that is billed in advance includes:
monthly recurring network access services, special access services and
monthly recurring local line charges. The unearned portion of this
revenue is initially deferred as a component of other liabilities on
our consolidated balance sheet and recognized in revenue over the
period that the services are provided. Revenue that is billed in
arrears includes: non-recurring network access services, switched
access services, non-recurring local services and long-distance
services. The earned but unbilled portion of this revenue is
recognized in revenue in our consolidated statements of operations and
accrued in accounts receivable in the period that the services are
provided. Excise taxes are recognized as a liability when billed.
Installation fees and their related direct and incremental costs are
initially deferred and recognized as revenue and expense over the
average term of a customer relationship. We recognize as current
period expense the portion of installation costs that exceeds
installation fee revenue.
The Company collects various taxes from its customers and subsequently
remits such funds to governmental authorities. Substantially all of
these taxes are recorded through the consolidated balance sheet and
presented on a net basis in our consolidated statements of operations.
We also collect Universal Service Fund ("USF") surcharges from
customers (primarily federal USF) which have been recorded on a gross
basis in our consolidated statements of operations and have been
included in revenue and other operating expenses at $9.6 million and
$9.3 million for the three months ended September 30, 2007 and 2006,
respectively, and at $26.7 million and $30.6 million for the nine
months ended September 30, 2007 and 2006, respectively.
(d) Property, Plant and Equipment:
------------------------------
Property, plant and equipment are stated at original cost or fair
market value for our acquired properties, including capitalized
interest. Maintenance and repairs are charged to operating expenses as
incurred. The gross book value of routine property, plant and
equipment retired is charged against accumulated depreciation.
7
(e) Goodwill and Other Intangibles:
-------------------------------
Intangibles represent the excess of purchase price over the fair value
of identifiable tangible net assets acquired. We undertake studies to
determine the fair values of assets and liabilities acquired and
allocate purchase prices to assets and liabilities, including
property, plant and equipment, goodwill and other identifiable
intangibles. We annually (during the fourth quarter) examine the
carrying value of our goodwill and trade name to determine whether
there are any impairment losses.
Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill
and Other Intangible Assets," requires that intangible assets with
estimated useful lives be amortized over those lives and be reviewed
for impairment in accordance with SFAS No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets," to determine whether any
changes to these lives are required. We periodically reassess the
useful life of our intangible assets to determine whether any changes
to those lives are required.
(f) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed
----------------------------------------------------------------------
of:
---
We review long-lived assets to be held and used and long-lived assets
to be disposed of, including intangible assets with estimated useful
lives, for impairment whenever events or changes in circumstances
indicate that the carrying amount of such assets may not be
recoverable. Recoverability of assets to be held and used is measured
by comparing the carrying amount of the asset to the future
undiscounted net cash flows expected to be generated by the asset.
Recoverability of assets held for sale is measured by comparing the
carrying amount of the assets to their estimated fair market value. If
any assets are considered to be impaired, the impairment is measured
by the amount by which the carrying amount of the assets exceeds the
estimated fair value.
(g) Derivative Instruments and Hedging Activities:
----------------------------------------------
We account for derivative instruments and hedging activities in
accordance with SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended. SFAS No. 133, as amended,
requires that all derivative instruments, such as interest rate swaps,
be recognized in the financial statements and measured at fair value
regardless of the purpose or intent of holding them.
We have interest rate swap arrangements related to a portion of our
fixed rate debt. These hedge strategies satisfy the fair value hedging
requirements of SFAS No. 133, as amended. As a result, the fair value
of the swaps is carried on the consolidated balance sheets in other
liabilities and the related hedged liabilities are also adjusted to
fair value by the same amount.
(h) Stock Plans:
------------
We have various employee stock-based compensation plans. Awards under
these plans are granted to eligible officers, management employees,
non-management employees and non-employee directors. Awards may be
made in the form of incentive stock options, non-qualified stock
options, stock appreciation rights, restricted stock or other
stock-based awards. We have no awards with market or performance
conditions. Our general policy is to issue shares upon the grant of
restricted shares and exercise of options from treasury.
On January 1, 2006, we adopted the provisions of SFAS No. 123 (revised
2004), "Share-Based Payment" (SFAS No. 123R) and elected to use the
modified prospective transition method. The modified prospective
transition method requires that compensation cost be recognized in the
financial statements for all awards granted after the date of adoption
as well as for existing awards for which the requisite service had not
been rendered as of the date of adoption. Compensation cost for awards
that were outstanding at the effective date are recognized over the
remaining service period using the compensation cost calculated for
pro forma disclosure purposes. Prior periods have not been restated.
On November 10, 2005, the Financial Accounting Standards Board (FASB)
issued FASB Staff Position SFAS No. 123R-3, "Transition Election
Related to Accounting for Tax Effects of Share-Based Payment Awards."
We elected to adopt the alternative transition method provided for
calculating the tax effects of share-based compensation pursuant to
SFAS No. 123R. The alternative transition method includes a simplified
method to establish the beginning balance of the additional paid-in
capital pool (APIC pool) related to the tax effects of employee
share-based compensation, which is available to absorb tax
deficiencies recognized subsequent to the adoption of SFAS No. 123R.
In accordance with the adoption of SFAS No. 123R, we recorded
stock-based compensation expense for the cost of stock options,
8
restricted shares and stock units issued under our stock plans
(together, Stock-Based Awards). Stock-based compensation expense was
$2.4 million and $2.6 million for the three months ended September 30,
2007 and 2006, respectively, and $7.8 million and $8.0 million for the
nine months ended September 30, 2007 and 2006, respectively.
The compensation cost recognized is based on awards ultimately
expected to vest. SFAS No. 123R requires forfeitures to be estimated
and revised, if necessary, in subsequent periods if actual forfeitures
differ from those estimates.
Prior to the adoption of SFAS No. 123R, we applied Accounting
Principles Board Opinion (APB) No. 25 and related interpretations to
account for our stock plans resulting in the use of the
intrinsic-value based method to value the stock. Under APB No. 25, we
were not required to recognize compensation expense for the cost of
stock options issued under our stock plans.
(i) Net Income Per Common Share Available for Common Shareholders:
--------------------------------------------------------------
Basic net income per common share is computed using the weighted
average number of common shares outstanding during the period being
reported on. Except when the effect would be antidilutive, diluted net
income per common share reflects the dilutive effect of the assumed
exercise of stock options using the treasury stock method at the
beginning of the period being reported on as well as common shares
that would result from the conversion of convertible preferred stock
(EPPICS) and convertible notes. In addition, the related interest on
debt (net of tax) is added back to income since it would not be paid
if the debt was converted to common stock.
(2) Recent Accounting Literature and Changes in Accounting Principles:
------------------------------------------------------------------
Accounting for Uncertainty in Income Taxes
------------------------------------------
In July 2006, the FASB issued FASB Interpretation No. (FIN) 48, "Accounting
for Uncertainty in Income Taxes." Among other things, FIN No. 48 requires
applying a "more likely than not" threshold to the recognition and
derecognition of uncertain tax positions either taken or expected to be
taken in the Company's income tax returns. We adopted the provisions of FIN
No. 48 in the first quarter of 2007. The total amount of our gross FIN No.
48 tax liability for tax positions that may not be sustained under a "more
likely than not" threshold as of the date of adoption was $44.7 million and
amounts to $64.0 million as of September 30, 2007. This amount includes an
accrual for interest in the amount of $5.7 million as of September 30,
2007. These balances include amounts of $9.0 million and $1.4 million for
total FIN No. 48 tax liabilities and accrued interest, respectively,
pursuant to the Company's acquisition of Commonwealth Telephone
Enterprises, Inc., completed in March 2007. An increase of $14.0 million in
the balance since the date of adoption is attributable to a change made to
the estimated useful life of an intangible asset for income tax purposes.
This tax position is temporary in nature and, therefore, will not impact
the Company's results of operations when ultimately settled in the future.
The amount of our total FIN No. 48 tax liabilities reflected above that
would positively impact the calculation of our effective income tax rate,
if our tax positions are sustained, is $20.1 million as of September 30,
2007.
The Company's policy regarding the classification of interest and penalties
is to include these amounts as a component of income tax expense. This
treatment of interest and penalties is consistent with prior periods. We
have recognized in our 2007 year-to-date consolidated statement of
operations additional interest in the amount of $0.9 million. We are
subject to income tax examinations generally for the years 2003 forward for
both our federal and state filing jurisdictions. We maintain uncertain tax
positions in various state jurisdictions. It is reasonably possible that
amounts related to previous asset dispositions and tax credits will change
within the next 12 months, due to the expiration of the statute of
limitations. This could favorably impact our results of operations by up to
$7.0 million and reduce acquired goodwill balances by up to $3.0 million.
How Taxes Collected from Customers and Remitted to Governmental Authorities
---------------------------------------------------------------------------
Should be Presented in the Income Statement
--------------------------------------------
In June 2006, the FASB issued EITF Issue No. 06-3, "How Taxes Collected
from Customers and Remitted to Governmental Authorities Should be Presented
in the Income Statement," which requires disclosure of the accounting
policy for any tax assessed by a governmental authority that is directly
imposed on a revenue-producing transaction, that is Gross versus Net
presentation. EITF No. 06-3 is effective for periods beginning after
December 15, 2006. We adopted the disclosure requirements of EITF No. 06-3
commencing January 1, 2007.
9
Accounting for Purchases of Life Insurance
------------------------------------------
In September 2006, the FASB reached consensus on the guidance provided by
EITF No. 06-5, "Accounting for Purchases of Life Insurance-Determining the
Amount That Could Be Realized in Accordance with FASB Technical Bulletin
No. 85-4, Accounting for Purchases of Life Insurance." EITF No. 06-5 states
that a policyholder should consider any additional amounts included in the
contractual terms of the insurance policy other than the cash surrender
value in determining the amount that could be realized under the insurance
contract. EITF No. 06-5 also states that a policyholder should determine
the amount that could be realized under the life insurance contract
assuming the surrender of an individual-life by individual-life policy (or
certificate by certificate in a group policy). EITF No. 06-5 is effective
for fiscal years beginning after December 15, 2006. The adoption of the
accounting requirements of EITF No. 06-5 in the first quarter of 2007 had
no impact on our financial position, results of operation or cash flows.
Accounting for Endorsement Split-Dollar Life Insurance Arrangements
-------------------------------------------------------------------
In September 2006, the FASB reached consensus on the guidance provided by
EITF No. 06-4, "Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements."
The guidance is applicable to endorsement split-dollar life insurance
arrangements, whereby the employer owns and controls the insurance policy,
that are associated with a postretirement benefit. EITF No. 06-4 requires
that for a split-dollar life insurance arrangement within the scope of the
issue, an employer should recognize a liability for future benefits in
accordance with SFAS No. 106 (if, in substance, a postretirement benefit
plan exists) or Accounting Principles Board Opinion No. 12 (if the
arrangement is, in substance, an individual deferred compensation contract)
based on the substantive agreement with the employee. EITF No. 06-4 is
effective for fiscal years beginning after December 15, 2007. The Company
is currently evaluating the impact the adoption of the standard will have
on the Company's results of operations or financial condition.
Fair Value Measurements
-----------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair value measurements. The provisions of
SFAS No. 157 are effective as of the beginning of our 2008 fiscal year. The
Company is currently evaluating the impact that the adoption of the
standard will have on the Company's results of operations or financial
condition.
Fair Value Option for Financial Assets and Financial Liabilities
----------------------------------------------------------------
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities Including an amendment of FASB
Statement No. 115," which permits entities to choose to measure many
financial instruments and certain other items at fair value. The provisions
of SFAS No. 159 are effective as of the beginning of our 2008 fiscal year.
The Company is currently evaluating the impact that the adoption of the
standard will have on the Company's results of operations or financial
condition.
Accounting for Collateral Assignment Split-Dollar Life Insurance
----------------------------------------------------------------
Arrangements
------------
In March 2007, the FASB ratified the consensus reached by the EITF on Issue
No. 06-10, "Accounting for Collateral Assignment Split-Dollar Life
Insurance Arrangements." EITF No. 06-10 provides guidance on an employers'
recognition of a liability and related compensation costs for collateral
assignment split-dollar life insurance arrangements that provide a benefit
to an employee that extends into postretirement periods and the asset in
collateral assignment split-dollar life insurance arrangements. The
effective date of EITF No. 06-10 is for fiscal years beginning after
December 15, 2007. The Company is currently evaluating the impact that the
adoption of the standard will have on the Company's results of operations
or financial condition.
(3) Acquisition of Commonwealth Telephone:
--------------------------------------
On March 8, 2007, we acquired Commonwealth Telephone Enterprises, Inc.
("Commonwealth" or "CTE") in a cash-and-stock taxable transaction, for a
total consideration of approximately $1.1 billion. We paid $801.5 million
in cash ($661.1 million net, after cash acquired), issued common stock with
a value of $247.4 million and had $7.0 million of accrued closing costs at
September 30, 2007.
10
In connection with the acquisition of Commonwealth, we assumed $35.0
million of debt under a revolving credit facility and $191.8 million face
amount of Commonwealth convertible notes (fair value of $209.6 million).
During March 2007, we paid down the $35.0 million credit facility. We have
retired all but $8.5 million of the $191.8 million face amount of
Commonwealth convertible notes as of September 30, 2007. The notes were
retired by the payment of $165.4 million in cash and the issuance of our
common stock valued at $36.7 million. The premium paid of $18.9 million was
recorded as $17.8 million to goodwill and $1.1 million to investment and
other income, net.
We have accounted for the acquisition of Commonwealth as a purchase under
U.S. generally accepted accounting principles. Under the purchase method of
accounting, the assets and liabilities of Commonwealth are recorded as of
the acquisition date, at their respective fair values, and consolidated
with those of Citizens. The reported consolidated financial condition of
Citizens as of September 30, 2007 reflects a preliminary estimated
allocation of these fair values.
The following schedule provides a summary of the purchase price paid by
Citizens in the acquisition of Commonwealth as of September 30, 2007:
($ in thousands)
----------------
Cash paid $ 801,486
Value of Citizens common stock issued 247,407
Accrued closing costs 6,977
--------------
Total Purchase Price $ 1,055,870
==============
The allocation of the purchase price to assets and liabilities is
preliminary. The estimated purchase price has been allocated to the net
tangible and intangible assets and liabilities acquired as follows:
($ in thousands)
----------------
Allocation of estimated purchase price:
Current assets (1) $ 190,361
Property, plant and equipment 387,720
Goodwill 569,405
Other intangibles - customer list 500,000
Other assets 11,234
Current portion of debt (35,000)
Accounts payable and other current (77,738)
liabilities
Deferred income taxes (247,208)
Convertible Notes (209,553)
Other liabilities (33,351)
----------------
Total Purchase Price $ 1,055,870
================
(1) Includes $140.4 million of acquired cash.
The final allocation of the purchase price will be based on the fair values
of the assets acquired and liabilities assumed as determined by third-party
valuation. The actual allocation may differ significantly from the
preliminary allocation.
The following unaudited pro forma financial information presents the
combined results of operations of Citizens and Commonwealth as if the
acquisition had occurred at the beginning of each period presented. The
historical results of the Company include the results of Commonwealth from
the date of acquisition on March 8, 2007. The pro forma information is not
necessarily indicative of what the financial position or results of
operations actually would have been had the acquisition been completed at
the date indicated. In addition, the unaudited pro forma financial
information does not purport to project the future financial position or
operating results of Citizens after completion of the acquisition.
11
For the nine months ended
September 30,
------------------------------- For the three months ended
2007 2006 September 30, 2006
-------------- --------------- ----------------------------
($ in thousands, except per share amounts)
------------------------------------------
Revenue $ 1,773,051 $ 1,768,343 $ 590,913
Operating income $ 542,055 $ 530,557 $ 173,076
Income from continuing operations $ 163,638 $ 212,253 $ 54,916
Income from discontinued operations $ - $ 90,577 $ 77,125
Net income available for common shareholders $ 163,638 $ 302,830 $ 132,041
Basic income per common share:
Income from continuing operations $ 0.49 $ 0.62 $ 0.16
Income from discontinued operations - 0.26 0.23
-------------- --------------- ----------------
Net income per common share $ 0.49 $ 0.88 $ 0.39
============== =============== ================
Diluted income per common share:
Income from continuing operations $ 0.49 $ 0.61 $ 0.16
Income from discontinued operations - 0.26 0.23
-------------- --------------- ----------------
Net income per common share $ 0.49 $ 0.87 $ 0.39
============== =============== ================
(4) Accounts Receivable:
--------------------
The components of accounts receivable, net at September 30, 2007 and
December 31, 2006 are as follows:
($ in thousands) September 30, 2007 December 31, 2006
---------------- --------------------- --------------------
End user $ 237,428 $ 273,828
Other 27,930 22,446
Less: Allowance for doubtful
accounts (34,103) (108,537)
--------------------- --------------------
Accounts receivable, net $ 231,255 $ 187,737
===================== ====================
The Company maintains an allowance for estimated bad debts based on its
estimate of collectibility of its accounts receivable. Bad debt expense,
which is recorded as a reduction of revenue, was $8.7 million and $6.3
million for the three months ended September 30, 2007 and 2006,
respectively, and $20.3 million and $13.5 million for the nine months ended
September 30, 2007 and 2006, respectively.
Our allowance for doubtful accounts (and "end user" receivables) declined
from December 31, 2006, primarily as a result of the resolution of a
carrier dispute. On March 12, 2007, we entered into a settlement agreement
with a carrier pursuant to which we were paid $37.5 million, resulting in a
favorable impact on our revenue in the first quarter of 2007 and for the
nine months ended September 30, 2007 of $38.7 million.
(5) Property, Plant and Equipment, Net:
-----------------------------------
Property, plant and equipment at September 30, 2007 and December 31, 2006
are as follows:
($ in thousands) September 30, 2007 December 31, 2006
---------------- --------------------- ---------------------
Property, plant and equipment $ 7,240,316 $ 6,685,466
Less: accumulated depreciation (3,935,035) (3,701,962)
--------------------- --------------------
Property, plant and equipment,
net $ 3,305,281 $ 2,983,504
===================== ====================
12
Depreciation expense is principally based on the composite group method.
Depreciation expense was $90.7 million and $85.4 million for the three
months ended September 30, 2007 and 2006, respectively, and $270.6 million
and $263.8 million for the nine months ended September 30, 2007 and 2006,
respectively.
(6) Discontinued Operations:
------------------------
On July 31, 2006, we sold our CLEC business, Electric Lightwave, LLC (ELI),
for $255.3 million in cash plus the assumption of approximately $4.0
million in capital lease obligations. We recognized a pre-tax gain on the
sale of ELI of approximately $116.7 million. Our after-tax gain on the sale
was approximately $72.0 million. Our cash liability for taxes as a result
of the sale was approximately $5.0 million due to the utilization of
existing tax net operating losses on both the federal and state level.
In accordance with SFAS No. 144, any component of our business that we
dispose of, or classify as held for sale, that has operations and cash
flows clearly distinguishable from continuing operations for financial
reporting purposes, and that will be eliminated from the ongoing
operations, should be classified as discontinued operations. Accordingly,
we have classified the results of operations of ELI as discontinued
operations in our consolidated statements of operations.
Summarized financial information for ELI is set forth below:
For the three months For the nine months
($ in thousands) ended September 30, 2006 ended September 30, 2006
--------------- ------------------------ ------------------------
Revenue $ 14,534 $ 100,612
Operating income $ 3,951 $ 26,835
Income taxes $ 3,267 $ 11,756
Net income $ 5,046 $ 18,498
Gain on disposal of ELI,
net of tax $ 72,079 $ 72,079
(7) Other Intangibles:
------------------
Other intangibles at September 30, 2007 and December 31, 2006 are as
follows:
($ in thousands) September 30, 2007 December 31, 2006
---------------- ------------------------ ---------------------
Customer base - amortizable over 96 months $ 1,494,605 $ 994,605
Trade name - non-amortizable 122,058 122,058
------------------------ ---------------------
Other intangibles 1,616,663 1,116,663
Less: Accumulated amortization (814,365) (684,310)
------------------------ ---------------------
Total other intangibles, net $ 802,298 $ 432,353
======================== =====================
Amortization expense was $47.3 million and $31.6 million for the three
months ended September 30, 2007 and 2006, respectively, and $130.1 million
and $94.8 million for the nine months ended September 30, 2007 and 2006,
respectively. Amortization expense for the three and nine months ended
September 30, 2007 is comprised of $31.6 million and $94.8 million,
respectively, for our "base Citizens business" and $15.7 million and $35.3
million, respectively, for the customer base acquired in the Commonwealth
acquisition. On a preliminary basis, $500.0 million has been allocated to
the customer base acquired in the Commonwealth acquisition, with
amortization based on an eight-year life ($62.5 million annually).
13
(8) Long-Term Debt:
---------------
The activity in our long-term debt from December 31, 2006 to September 30,
2007 is as follows:
Nine months ended September 30, 2007
----------------------------------------------------------
Assumed Interest
From Rate* at
December 31, New Commonwealth Interest Reclassification/ September 30, September 30,
($ in thousands) 2006 Payments Borrowings Acquisition Rate Swap Other 2007 2007
---------------- ---- -------- ---------- ----------- --------- ----- ----- ----
FIXED RATE
Rural Utilities Service
Loan Contracts $ 21,886 $ (4,102) $ - $ - $ - $ - $ 17,784 5.99%
Senior Unsecured Debt 4,435,018 (896,774) 950,000 226,779 6,772 (17,833) 4,703,962 8.03%
EPPICS 17,860 - - - - (3,289) 14,571 5.00%
Industrial Development
Revenue Bonds 58,140 (44,590) - - - - 13,550 6.31%
---------- ---------- --------- ---------- ------- ---------- -----------
TOTAL LONG-TERM DEBT $4,532,904 $(945,466) $950,000 $ 226,779 $ 6,772 $(21,122) $4,749,867 8.01%
---------- ========== ========= ========== ======= ========= ----------
Less: Debt Discount (26,547) (22,055)
Less: Current Portion (39,271) (2,436)
---------- -----------
$4,467,086 $4,725,376
========== ===========
* Interest rate includes amortization of debt issuance costs, debt premiums or
discounts. The interest rates for Rural Utilities Service Loan Contracts, Senior
Unsecured Debt, and Industrial Development Revenue Bonds represent a weighted
average of multiple issuances.
For the nine months ended September 30, 2007, we retired an aggregate
principal amount of $966.6 million of debt, including $3.3 million of 5%
Company Obligated Mandatorily Redeemable Convertible Preferred Securities
due 2036 (EPPICS) and $17.8 million of 3.25% Commonwealth convertible notes
that were converted into our common stock. As further described below, we
temporarily borrowed and repaid $200.0 million during the month of March
2007, utilized to temporarily fund our acquisition of Commonwealth.
Although this borrowing does not appear in our December 31, 2006 or
September 30, 2007 balance sheet, the borrowing and repayment are shown
gross in the above table.
During the first quarter of 2006, we entered into two debt-for-debt
exchanges of our debt securities. As a result, $47.5 million of our 7.625%
notes due 2008 were exchanged for approximately $47.4 million of our 9.00%
notes due 2031. The 9.00% notes are callable on the same general terms and
conditions as the 7.625% notes that were exchanged. No cash was exchanged
in these transactions. However, a non-cash pre-tax loss of approximately
$2.4 million was recognized in accordance with EITF No. 96-19, "Debtor's
Accounting for a Modification or Exchange of Debt Instruments," which is
included in investment and other income, net for the nine months ended
September 30, 2006.
In connection with the acquisition of Commonwealth, we assumed $35.0
million of debt under a revolving credit facility and approximately $191.8
million face amount of Commonwealth convertible notes (fair value of
approximately $209.6 million). During March 2007, we paid down the $35.0
million credit facility, and through September 30, 2007, we have retired
approximately $183.3 million face amount (for which we paid $165.4 million
in cash and $36.7 million in common stock) of the convertible notes
(premium paid of $18.9 million was recorded as $17.8 million to goodwill
and $1.1 million to investment and other income, net), resulting in a
remaining outstanding balance of $8.5 million as of September 30, 2007.
On March 23, 2007, we issued in a private placement an aggregate $300.0
million principal amount of 6.625% Senior Notes due 2015 and $450.0 million
principal amount of 7.125% Senior Notes due 2019. Proceeds from the sale
were used to pay down $200.0 million principal amount of indebtedness
borrowed on March 8, 2007 under a bridge loan facility in connection with
the acquisition of Commonwealth, and redeem, on April 26, 2007, $495.2
million principal amount of our 7.625% Senior Notes due 2008.
14
During the first quarter of 2007, we incurred and expensed approximately
$4.0 million of fees associated with the bridge loan facility. We also
filed with the SEC a registration statement for an exchange offer on the
$750.0 million in total of private placement notes described above, in
addition to the $400.0 million principal amount of 7.875% Senior Notes
issued in a private placement on December 22, 2006, for registered Senior
Notes due 2027. The exchange offer was completed in the second quarter of
2007. On April 26, 2007, we redeemed $495.2 million principal amount of our
7.625% Senior Notes due 2008 at a price of 103.041% plus accrued and unpaid
interest. The debt retirement generated a pre-tax loss on the early
extinguishment of debt at a premium of approximately $16.3 million in the
second quarter of 2007 and is included in investment and other income, net.
As a result of this debt redemption, we also terminated three interest rate
swap agreements hedging an aggregate $150.0 million of indebtedness.
Payments on the swap terminations of approximately $1.0 million were made
in the second quarter of 2007.
As of September 30, 2007, EPPICS representing a total principal amount of
$197.2 million have been converted into 15,913,821 shares of our common
stock. Approximately $4.1 million of EPPICS, which are convertible into
354,620 shares of our common stock, were outstanding at September 30, 2007.
Our long-term debt footnote indicates $14.6 million of EPPICS outstanding
at September 30, 2007, of which $10.5 million is debt of related parties
for which the company has an offsetting receivable.
As of September 30, 2007, we had available lines of credit with financial
institutions in the aggregate amount of $250.0 million and there were no
outstanding standby letters of credit issued under the facility. Associated
facility fees vary, depending on our debt leverage ratio, and were 0.20%
per annum as of September 30, 2007. The expiration date for this $250.0
million five year revolving credit agreement is May 18, 2012. During the
term of the credit facility we may borrow, repay and reborrow funds. The
credit facility is available for general corporate purposes but may not be
used to fund dividend payments.
We are in compliance with all of our debt and credit facility covenants.
15
(9) Net Income Per Common Share:
----------------------------
The reconciliation of the net income per common share calculation for the
three and nine months ended September 30, 2007 and 2006, respectively, is
as follows:
($ in thousands, except per-share amounts) For the three months ended September 30, For the nine months ended September 30,
------------------------------------------ ------------------------------------------ ---------------------------------------
2007 2006 2007 2006
------------------- -------------------- ----------------- ------------------
Net income used for basic and diluted earnings
----------------------------------------------
per common share:
-----------------
Income from continuing operations $ 47,415 $ 51,334 $ 155,641 $ 190,067
Income from discontinued operations - 77,125 - 90,577
------------------- -------------------- ----------------- ------------------
Total basic net income available for common
shareholders $ 47,415 $ 128,459 $ 155,641 $ 280,644
=================== ==================== ================= ==================
Effect of conversion of preferred securities
- EPPICS 31 71 120 332
------------------- -------------------- ----------------- ------------------
Total diluted net income available for common
shareholders $ 47,446 $ 128,530 $ 155,761 $ 280,976
=================== ==================== ================= ==================
Basic earnings per common share:
--------------------------------
Weighted-average shares outstanding - basic 334,128 319,891 332,397 323,160
------------------- -------------------- ----------------- ------------------
Income from continuing operations $ 0.14 $ 0.16 $ 0.47 $ 0.59
Income from discontinued operations - 0.24 - 0.28
------------------- -------------------- ----------------- ------------------
Net income per share available for common
shareholders $ 0.14 $ 0.40 $ 0.47 $ 0.87
=================== ==================== ================= ==================
Diluted earnings per common share:
----------------------------------
Weighted-average shares outstanding - basic 334,128 319,891 332,397 323,160
Effect of dilutive shares 651 761 1,007 932
Effect of conversion of preferred securities
- EPPICS 355 782 415 1,068
------------------- -------------------- ----------------- ------------------
Weighted-average shares outstanding - diluted 335,134 321,434 333,819 325,160
=================== ==================== ================= ==================
Income from continuing operations $ 0.14 $ 0.16 $ 0.47 $ 0.59
Income from discontinued operations - 0.24 - 0.27
------------------- -------------------- ----------------- ------------------
Net income per share available for common
sharesholders $ 0.14 $ 0.40 $ 0.47 $ 0.86
=================== ==================== ================= ==================
Stock Options
-------------
For the three and nine months ended September 30, 2007, options to purchase
1,825,000 and 1,244,000 shares (at exercise prices ranging from $15.02 to
$18.46) issuable under employee compensation plans were excluded from the
computation of diluted EPS for those periods because the exercise prices
were greater than the average market price of our common stock and,
therefore, the effect would be antidilutive. In calculating diluted EPS we
apply the treasury stock method and include future unearned compensation as
part of the assumed proceeds.
For the three and nine months ended September 30, 2006, options to purchase
1,917,000 and 1,967,000 shares (at exercise prices ranging from $13.03 to
$18.46) issuable under employee compensation plans were excluded from the
computation of diluted EPS for those periods because the exercise prices
were greater than the average market price of our common stock and,
therefore, the effect would be antidilutive.
In addition, for the three and nine months ended September 30, 2007 and
2006, restricted stock awards of 1,342,000 and 1,205,000 shares,
respectively, are excluded from our basic weighted average shares
outstanding and included in our dilutive shares until the shares are no
longer subject to restriction after the satisfaction of all specified
conditions.
EPPICS
------
As a result of our July 2004 dividend announcement with respect to our
common stock, our EPPICS began to convert into shares of our common stock.
As of September 30, 2007, approximately 98% of the EPPICS outstanding, or
about $197.2 million aggregate principal amount of EPPICS, have converted
into 15,913,821 shares of our common stock, including shares issued from
treasury.
16
At September 30, 2007, we had 81,307 shares of potentially dilutive EPPICS,
which were convertible into our common stock at a 4.3615 to 1 ratio at an
exercise price of $11.46 per share. If all remaining EPPICS are converted,
we would issue approximately 354,620 shares of our common stock. These
securities have been included in the diluted income per common share
calculation for the period ended September 30, 2007.
At September 30, 2006, we had 178,025 shares of potentially dilutive
EPPICS, which were convertible into our common stock at a 4.3615 to 1 ratio
at an exercise price of $11.46 per share. If all remaining EPPICS had been
converted we would have issued approximately 776,456 shares of our common
stock. These securities have been included in the diluted income per common
share calculation for the period ended September 30, 2006.
Stock Units
-----------
At September 30, 2007 and 2006, we had 206,506 and 210,152 stock units,
respectively, issued under our Non-Employee Directors' Deferred Fee Equity
Plan (Deferred Fee Plan), Non-Employee Directors' Equity Incentive Plan
(Directors' Equity Plan) and Non-Employee Directors' Retirement Plan. These
securities have not been included in the diluted income per share of common
stock calculation because their inclusion would have had an antidilutive
effect.
Share Repurchase Programs
-------------------------
In February 2007, our Board of Directors authorized us to repurchase up to
$250.0 million of our common stock in public or private transactions over
the following twelve-month period. This share repurchase program commenced
on March 19, 2007. As of September 30, 2007, we had repurchased
approximately 15,105,000 shares of our common stock at an aggregate cost of
approximately $219.1 million. The repurchase program was completed on
October 15, 2007.
In February 2006, our Board of Directors authorized us to repurchase up to
$300.0 million of our common stock in public or private transactions over
the following twelve-month period. This share repurchase program commenced
on March 6, 2006. As of September 30, 2006, we had repurchased
approximately 10.2 million shares of our common stock at an aggregate cost
of approximately $135.2 million.
(10) Stock Plans:
------------
At September 30, 2007, we had five stock-based compensation plans pursuant
to which grants are outstanding. Prior to the adoption of SFAS No. 123R, we
applied APB No. 25 and related interpretations to account for our stock
plans resulting in the use of the intrinsic value to value the stock and
determine compensation expense. Under APB No. 25, we were not required to
recognize compensation expense for the cost of stock options. In accordance
with the adoption of SFAS No. 123R, we recorded stock-based compensation
expense for the cost of stock options, restricted shares and stock units
issued pursuant to the Management Equity Incentive Plan (MEIP), the 1996
Equity Incentive Plan (1996 EIP), the Amended and Restated 2000 Equity
Incentive Plan (2000 EIP), the Deferred Fee Plan and the Directors' Equity
Plan. Our general policy is to issue shares upon the grant of restricted
shares and exercise of options from treasury. At September 30, 2007, there
were 16,058,182 shares authorized for grant under these plans and 5,222,878
shares available for grant. No further awards may be granted under the
MEIP, the 1996 EIP or the Deferred Fee Plan.
The following summary presents information regarding outstanding stock
options as of September 30, 2007 and changes during the nine months then
ended with regard to options under the MEIP and the EIPs:
Aggregate
Weighted Weighted Intrinsic
Shares Average Average Value at
Subject to Option Price Remaining September 30,
Option Per Share Life in Years 2007
--------------------------------------------- -------------- --------------- -------------- -----------------
Balance at January 1, 2007 5,242,000 $12.41
Options granted - -
Options exercised (1,216,000) $10.18 $5,944,000
Options canceled, forfeited or lapsed (20,000) $11.30
--------------------------------------------- --------------
Balance at September 30, 2007 4,006,000 $13.06 3.64 $9,206,000
============================================= ==============
Exercisable at September 30, 2007 3,983,000 $13.06 3.64 $8,915,000
============================================= ==============
17
There were no options granted during the first nine months of 2007. Cash
received upon the exercise of options during the first nine months of 2007
totaled $13.3 million. Total remaining unrecognized compensation cost
associated with unvested stock options at September 30, 2007 was $0.1
million and the weighted average period over which this cost is expected to
be recognized is approximately one year.
The total intrinsic value of stock options exercised during the first nine
months of 2006 was $7.3 million. The total intrinsic value of stock options
outstanding and exercisable at September 30, 2006 was $10.8 million and
$9.2 million, respectively. Options granted during the first nine months of
2006 totaled 22,000. The weighted average grant-date fair value of options
granted during the nine months ended September 30, 2006 was $12.55. Cash
received upon the exercise of options during the first nine months of 2006
totaled $21.4 million.
For purposes of determining compensation expense, the fair value of each
option grant is estimated on the date of grant using the Black-Scholes
option-pricing model which requires the use of various assumptions
including expected life of the option, expected dividend rate, expected
volatility, and risk-free interest rate. The expected life (estimated
period of time outstanding) of stock options granted was estimated using
the historical exercise behavior of employees. The risk free interest rate
is based on the U.S. Treasury yield curve in effect at the time of the
grant. Expected volatility is based on historical volatility for a period
equal to the stock option's expected life, calculated on a monthly basis.
The following table presents the weighted average assumptions used for
grants in fiscal 2006:
2006
---------------------------- --------------
Dividend yield 7.55%
Expected volatility 44%
Risk-free interest rate 4.89%
Expected life 5 years
---------------------------- --------------
The following summary presents information regarding unvested restricted
stock as of September 30, 2007 and changes during the nine months then
ended with regard to restricted stock under the MEIP and the EIPs:
Weighted Aggregate
Average Fair Value at
Number of Grant Date September 30,
Shares Fair Value 2007
------------------------------------ -------------- ----------------- ----------------
Balance at January 1, 2007 1,174,000 $12.89
Restricted stock granted 707,000 $15.08 $10,119,000
Restricted stock vested (474,000) $12.76 $ 6,781,000
Restricted stock forfeited (65,000) $13.93 $ 931,000
------------------------------------ --------------
Balance at September 30, 2007 1,342,000 $14.04 $19,212,000
==================================== ==============
For purposes of determining compensation expense, the fair value of each
restricted stock grant is estimated based on the average of the high and
low market price of a share of our common stock on the date of grant. Total
remaining unrecognized compensation cost associated with unvested
restricted stock awards at September 30, 2007 was $14.2 million and the
weighted average period over which this cost is expected to be recognized
is approximately three years.
The total fair value of shares granted and vested during the nine months
ended September 30, 2006 was approximately $10.3 million and $8.6 million,
respectively. The total fair value of unvested restricted stock at
September 30, 2006 was $16.9 million. The weighted average grant-date fair
value of restricted shares granted during the nine months ended September
30, 2006 was $12.86. Shares granted during the first nine months of 2006
totaled 730,000.
(11) Segment Information:
--------------------
As of January 1, 2007, we operate in one reportable segment, Frontier.
Frontier provides both regulated and unregulated communications services to
residential, business and wholesale customers and is typically the
incumbent provider in its service areas.
18
As permitted by SFAS No. 131, we have utilized the aggregation criteria in
combining our markets because all of our Frontier properties share similar
economic characteristics, in that they provide the same products and
services to similar customers using comparable technologies in all of the
states in which we operate. The regulatory structure is generally similar.
Differences in the regulatory regime of a particular state do not
materially impact the economic characteristics or operating results of a
particular property.
(12) Derivative Instruments and Hedging Activities:
----------------------------------------------
Interest rate swap agreements are used to hedge a portion of our debt that
is subject to fixed interest rates. Under our interest rate swap
agreements, we agree to pay an amount equal to a specified variable rate of
interest times a notional principal amount, and to receive in return an
amount equal to a specified fixed rate of interest times the same notional
principal amount. The notional amounts of the contracts are not exchanged.
No other cash payments are made unless the agreement is terminated prior to
maturity, in which case the amount paid or received in settlement is
established by agreement at the time of termination and represents the
market value, at the then current rate of interest, of the remaining
obligations to exchange payments under the terms of the contracts.
The interest rate swap contracts are reflected at fair value in our
consolidated balance sheets and the related portion of fixed-rate debt
being hedged is reflected at an amount equal to the sum of its book value
and an amount representing the change in fair value of the debt obligations
attributable to the interest rate risk being hedged. Changes in the fair
value of interest rate swap contracts, and the offsetting changes in the
adjusted carrying value of the related portion of the fixed rate debt being
hedged, are recognized in the consolidated statements of operations in
interest expense. The notional amounts of interest rate swap contracts
hedging fixed-rate indebtedness as of September 30, 2007 and December 31,
2006 were $400.0 million and $550.0 million, respectively. Such contracts
require us to pay variable rates of interest (average pay rates of
approximately 9.06% as of September 30, 2007 and approximately 9.02% as of
December 31, 2006) and receive fixed rates of interest (average receive
rates of 8.50% as of September 30, 2007 and 8.26% as of December 31, 2006).
The fair value of these derivatives is reflected in other liabilities as of
September 30, 2007 and December 31, 2006, in the amount of ($3.5 million)
and ($10.3 million), respectively. The related underlying debt has been
decreased by a like amount. For the three and nine months ended September
30, 2007, the interest expense resulting from these interest rate swaps
totaled approximately $0.8 million and $2.8 million, respectively.
We do not anticipate any non-performance by counter-parties to our
derivative contracts as all counter-parties have investment grade credit
ratings.
(13) Investment and Other Income, Net:
---------------------------------
The components of investment and other income, net are as follows:
For the three months ended September 30, For the nine months ended September 30,
----------------------------------------- -----------------------------------------
($ in thousands) 2007 2006 2007 2006
---------------- ----------------- --------------------- ----------------- ---------------------
Interest and dividend income $ 4,790 $ 4,484 $ 27,760 $ 12,503
Bridge loan fee - - (4,026) -
Gain from Rural Telephone Bank dissolution - - - 61,428
Loss on exchange of debt - - - (2,433)
Premium on debt repurchases - - (18,217) -
Gain on forward rate agreements - - - 430
Equity earnings/minority interest in joint
ventures, net 1,241 (1,119) 1,819 (2,946)
Other, net 1,141 996 3,336 (609)
----------------- --------------------- ----------------- ---------------------
Total investment and other income, net $ 7,172 $ 4,361 $ 10,672 $ 68,373
================= ===================== ================= =====================
The gain of $61.4 million resulted from the dissolution and liquidation of
the Rural Telephone Bank in April 2006.
(14) Company Obligated Mandatorily Redeemable Convertible Preferred Securities:
--------------------------------------------------------------------------
In 1996, our consolidated wholly owned subsidiary, Citizens Utilities Trust
(the Trust), issued, in an underwritten public offering, 4,025,000 shares
of EPPICS, representing preferred undivided interests in the assets of the
Trust, with a liquidation preference of $50 per security (for a total
liquidation amount of $201.3 million). These securities convert into our
common stock at an adjusted conversion price of $11.46 per share of our
common stock. The conversion price was reduced from $13.30 to $11.46 during
19
the third quarter of 2004 as a result of the $2.00 per share of common
stock special, non-recurring dividend. The proceeds from the issuance of
the Trust Convertible Preferred Securities and a Company capital
contribution were used to purchase $207.5 million aggregate liquidation
amount of 5% Partnership Convertible Preferred Securities due 2036 from
another wholly owned subsidiary, Citizens Utilities Capital L.P. (the
Partnership). The proceeds from the issuance of the Partnership Convertible
Preferred Securities and a Company capital contribution were used to
purchase from us $211.8 million aggregate principal amount of 5%
Convertible Subordinated Debentures due 2036. The sole assets of the Trust
are the Partnership Convertible Preferred Securities, and our Convertible
Subordinated Debentures are substantially all the assets of the
Partnership. Our obligations under the agreements related to the issuances
of such securities, taken together, constitute a full and unconditional
guarantee by us of the Trust's obligations relating to the Trust
Convertible Preferred Securities and the Partnership's obligations relating
to the Partnership Convertible Preferred Securities.
In accordance with the terms of the issuances, we paid the annual 5%
interest in quarterly installments on the Convertible Subordinated
Debentures in the first, second and third quarters of 2007 and the four
quarters of 2006. Cash was paid (net of investment returns) to the
Partnership in payment of the interest on the Convertible Subordinated
Debentures. The cash was then distributed by the Partnership to the Trust
and then by the Trust to the holders of the EPPICS.
As of September 30, 2007, EPPICS representing a total principal amount of
$197.2 million have been converted into 15,913,821 shares of our common
stock. A total of approximately $4.1 million of EPPICS was outstanding as
of September 30, 2007 and if all outstanding EPPICS were converted, 354,620
shares of our common stock would be issued upon such conversion. Our
long-term debt footnote indicates $14.6 million of EPPICS outstanding at
September 30, 2007, of which $10.5 million is debt of related parties for
which the company has an offsetting receivable.
(15) Retirement Plans:
-----------------
The following tables provide the components of net periodic benefit cost:
Pension Benefits
-----------------------------------------------------------------
For the three months ended For the nine months ended
September 30, September 30,
------------------------------- -------------------------------
2007 2006 2007 2006
-------------- --------------- --------------- ---------------
($ in thousands)
----------------
Components of net periodic benefit cost (benefit)
-------------------------------------------------
Service cost $ 2,121 $ 1,646 $ 6,884 $ 5,164
Interest cost on projected benefit obligation 12,901 11,104 37,946 34,112
Expected return on plan assets (17,247) (15,279) (50,028) (45,531)
Amortization of prior service cost and unrecognized
net obligation (208) (61) (155) (183)
Amortization of unrecognized loss 750 2,816 6,556 8,986
-------------- --------------- --------------- ---------------
Net periodic benefit cost $ (1,683) $ 226 $ 1,203 $ 2,548
============== =============== =============== ===============
Other Postretirement Benefits
-----------------------------------------------------------------
For the three months ended For the nine months ended
September 30, September 30,
------------------------------- -------------------------------
2007 2006 2007 2006
-------------- --------------- --------------- ---------------
($ in thousands)
----------------
Components of net periodic benefit cost
---------------------------------------
Service cost $ 92 $ 174 $ 441 $ 522
Interest cost on projected benefit obligation 2,909 2,211 7,335 6,633
Expected return on plan assets (36) (245) (543) (735)
Amortization of prior service cost and unrecognized
net obligation (2,420) (1,026) (5,315) (3,078)
Amortization of unrecognized loss 1,828 1,513 4,189 4,539
-------------- --------------- --------------- ---------------
Net periodic benefit cost $ 2,373 $ 2,627 $ 6,107 $ 7,881
============== =============== =============== ===============
20
We expect that our 2007 pension and other postretirement benefit expenses,
including the costs associated with our recently acquired Commonwealth
plans, will be between $8.0 million and $9.0 million, and that no
contribution will be required to be made by us to the pension plans in
2007.
(16) Commitments and Contingencies:
------------------------------
We anticipate capital expenditures of approximately $315.0 million - $325.0
million for 2007. Although we from time to time make short-term purchasing
commitments to vendors with respect to these expenditures, we generally do
not enter into firm, written contracts for such activities.
Ronald A. Katz Technology Licensing, LP, filed suit against us for patent
infringement on June 8, 2007 in the U.S. District Court for the District of
Delaware. Katz Technology alleges that by operating automated telephone
systems, including customer service systems, that allow our customers to
utilize telephone calling cards, order internet, DSL, and dial-up services,
and perform a variety of account related tasks such as billing and
payments, we have infringed thirteen of Katz Technology's patents and
continue to infringe three of Katz Technology's patents. Katz Technology
seeks unspecified damages resulting from our alleged infringement, as well
as a permanent injunction enjoining us from continuing the alleged
infringement. Katz Technology subsequently filed a tag-along notice with
the Judicial Panel on Multi-District Litigation, notifying them of this
action and its relatedness to In re Katz Interactive Dial Processing Patent
Litigation (MDL No. 1816), pending in the Central District of California
before Judge R. Gary Klausner. The Judicial Panel on Multi-District
Litigation has transferred the case to the Central District of California.
We intend to vigorously defend against this lawsuit.
On June 24, 2004, one of our subsidiaries, Frontier Subsidiary Telco, Inc.,
received a "Notice of Indemnity Claim" from Citibank, N.A., that is related
to a complaint pending against Citibank and others in the U.S. Bankruptcy
Court for the Southern District of New York as part of the Global Crossing
bankruptcy proceeding. Citibank bases its claim for indemnity on the
provisions of a credit agreement that was entered into in October 2000
between Citibank and our subsidiary. We purchased Frontier Subsidiary
Telco, Inc., in June 2001 as part of our acquisition of the Frontier
telephone companies. The complaint against Citibank, for which it seeks
indemnification, alleges that the seller improperly used a portion of the
proceeds from the Frontier transaction to pay off the Citibank credit
agreement, thereby defrauding certain debt holders of Global Crossing North
America Inc. Although the credit agreement was paid off at the closing of
the Frontier transaction, Citibank claims the indemnification obligation
survives. Damages sought against Citibank and its co-defendants could
exceed $1.0 billion. In August 2004, we notified Citibank by letter that we
believe its claims for indemnification are invalid and are not supported by
applicable law. In 2005, Citibank moved to dismiss the underlying complaint
against it. That motion is currently pending. We have received no further
communications from Citibank since our August 2004 letter.
We are party to other legal proceedings arising in the normal course of our
business. The outcome of individual matters is not predictable. However, we
believe that the ultimate resolution of all such matters, after considering
insurance coverage, will not have a material adverse effect on our
financial position, results of operations, or our cash flows.
We sold all of our utility businesses as of April 1, 2004. However, we have
retained a potential payment obligation associated with our previous
electric utility activities in the state of Vermont. The Vermont Joint
Owners (VJO), a consortium of 14 Vermont utilities, including us, entered
into a purchase power agreement with Hydro-Quebec in 1987. The agreement
contains "step-up" provisions that state that if any VJO member defaults on
its purchase obligation under the contract to purchase power from
Hydro-Quebec the other VJO participants will assume responsibility for the
defaulting party's share on a pro-rata basis. Our pro-rata share of the
purchase power obligation is 10%. If any member of the VJO defaults on its
obligations under the Hydro-Quebec agreement, then the remaining members of
the VJO, including us, may be required to pay for a substantially larger
share of the VJO's total power purchase obligation for the remainder of the
agreement (which runs through 2015). Paragraph 13 of FIN No. 45 requires
that we disclose "the maximum potential amount of future payments
(undiscounted) the guarantor could be required to make under the
guarantee." Paragraph 13 also states that we must make such disclosure "...
even if the likelihood of the guarantor's having to make any payments under
the guarantee is remote..." As noted above, our obligation only arises as a
result of default by another VJO member, such as upon bankruptcy.
Therefore, to satisfy the "maximum potential amount" disclosure requirement
we must assume that all members of the VJO simultaneously default, a highly
unlikely scenario given that the two members of the VJO that have the
largest potential payment obligations are publicly traded with credit
ratings equal to or superior to ours, and that all VJO members are
regulated utility providers with regulated cost recovery. Regardless,
21
despite the remote chance that such an event could occur, or that the State
of Vermont could or would allow such an event, assuming that all the
members of the VJO defaulted on January 1, 2008 and remained in default for
the duration of the contract (another 8 years), we estimate that our
undiscounted purchase obligation for 2008 through 2015 would be
approximately $1.1 billion. In such a scenario the Company would then own
the power and could seek to recover its costs. We would do this by seeking
to recover our costs from the defaulting members and/or reselling the power
to other utility providers or the northeast power grid. There is an active
market for the sale of power. We could potentially lose money if we were
unable to sell the power at cost. We caution that we cannot predict with
any degree of certainty any potential outcome.
(17) Subsequent Events:
------------------
We entered into an agreement on July 5, 2007 with Country Road
Communications LLC ("Country Road") to acquire Global Valley Networks Inc.
("GVN") and GVN Services ("GVS") through the purchase from Country Road of
100% of the outstanding common stock of Evans Telephone Holdings, Inc., the
parent company of GVN and GVS. We received all required regulatory
approvals and closed on this acquisition on October 31, 2007. The purchase
price was $62.0 million, as adjusted for certain working capital
adjustments. The purchase price was paid with cash on hand.
22
Item 2. Management's Discussion and Analysis of Financial Condition and Results
-----------------------------------------------------------------------
of Operations
-------------
Forward-Looking Statements
--------------------------
This quarterly report on Form 10-Q 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. Statements that
are not historical facts are forward-looking statements made pursuant to the
"Safe Harbor" provisions of the Private Securities Litigation Reform Act of
1995. Words such as "believes," "anticipates," "expects" and similar expressions
are intended to identify forward-looking statements. Forward-looking statements
(including oral representations) are only predictions or statements of current
plans, which we review continuously. Forward-looking statements may differ from
actual future results due to, but not limited to, and our future results may be
materially affected by, any of the following possibilities:
* Changes in the number of our access lines and high-speed internet
subscribers;
* The effects of competition from wireless, other wireline carriers
(through voice over internet protocol (VOIP) or otherwise), high-speed
cable modems and cable telephony;
* The effects of greater than anticipated competition requiring new
pricing, marketing strategies or new product offerings and the risk
that we will not respond on a timely or profitable basis;
* The effects of general and local economic and employment conditions on
our revenues;
* Our ability to effectively manage service quality;
* Our ability to successfully introduce new product offerings, including
our ability to offer bundled service packages on terms that are both
profitable to us and attractive to our customers;
* Our ability to sell enhanced and data services in order to offset
ongoing declines in revenue from local services, switched access
services and subsidies;
* Changes in accounting policies or practices adopted voluntarily or as
required by generally accepted accounting principles or regulators;
* The effects of ongoing changes in the regulation of the communications
industry as a result of federal and state legislation and regulation,
including potential changes in state rate of return limitations on our
earnings, access charges and subsidy payments, and regulatory network
upgrade and reliability requirements;
* Our ability to effectively manage our operations, operating expenses
and capital expenditures, to pay dividends and to reduce or refinance
our debt;
* Adverse changes in the ratings given to our debt securities by
nationally accredited ratings organizations, which could limit or
restrict the availability and/or increase the cost of financing;
* The effects of bankruptcies in the telecommunications industry, which
could result in potential bad debts;
* The effects of technological changes and competition on our capital
expenditures and product and service offerings, including the lack of
assurance that our ongoing network improvements will be sufficient to
meet or exceed the capabilities and quality of competing networks;
* The effects of increased medical, retiree and pension expenses and
related funding requirements;
* Changes in income tax rates, tax laws, regulations or rulings, and/or
federal or state tax assessments;
23
* The effects of state regulatory cash management policies on our
ability to transfer cash among our subsidiaries and to the parent
company;
* Our ability to successfully renegotiate union contracts expiring in
2008 and thereafter;
* Our ability to pay a $1.00 per common share dividend annually may be
affected by our cash flow from operations, amount of capital
expenditures, debt service requirements, cash paid for income taxes
(which will increase in the future) and our liquidity;
* The effects of utilizing our Federal and state net operating loss
carry forwards and AMT tax credit carry forwards which has
significantly increased our cash taxes in 2007 and will continue to do
so in 2008 and 2009;
* The effects of any future liabilities or compliance costs in
connection with worker health and safety matters;
* The effects of any unfavorable outcome with respect to any of our
current or future legal, governmental, or regulatory proceedings,
audits or disputes; and
* The effects of more general factors, including changes in economic,
business and industry conditions.
Any of the foregoing events, or other events, could cause financial information
to vary from management's forward-looking statements included in this report.
You should consider these important factors, as well as the risks set forth
under Item 1A. "Risk Factors," in our Annual Report on Form 10-K for the year
ended December 31, 2006, in evaluating any statement in this report on Form 10-Q
or otherwise made by us or on our behalf. The following information is unaudited
and should be read in conjunction with the consolidated financial statements and
related notes included in this report. We have no obligation to update or revise
these forward-looking statements.
Overview
--------
We are a full-service communications provider and one of the largest exchange
telephone carriers in the country. We offer our incumbent local exchange carrier
(ILEC) services under the "Frontier" name. On July 31, 2006, we sold our
competitive local exchange carrier (CLEC), Electric Lightwave, LLC (ELI). We
accounted for ELI as a discontinued operation in our consolidated statements of
operations. On March 8, 2007, we completed the acquisition of Commonwealth
Telephone Enterprises, Inc., which includes a small CLEC component. This
acquisition expands our presence in Pennsylvania and strengthens our position as
a leading full-service communications provider to rural markets. On October 31,
2007, we completed the acquisition of Global Valley Networks Inc. and GVN
Services which expands our presence in California and similarly strengthens our
rural position. As of September 30, 2007, we operated in 24 states with
approximately 6,100 employees.
Competition in the telecommunications industry is intense and increasing. We
experience competition from many telecommunications service providers, including
cable operators, wireless carriers, voice over internet protocol (VOIP)
providers, long distance providers, competitive local exchange carriers,
internet providers and other wireline carriers. We believe that as of September
30, 2007, approximately 57% of the households in our territories are able to be
served by alternate phone providers. We also believe that competition will
continue to intensify in 2007 and 2008 across all of our products and in all of
our markets. Our Frontier business experienced erosion in access lines and
switched access minutes in 2006 and the first nine months of 2007 primarily as a
result of competition. Competition in our markets may result in reduced revenues
in 2007 and 2008.
The communications industry is undergoing significant changes. The market is
extremely competitive, resulting in lower prices. These trends are likely to
continue and result in a challenging revenue environment. These factors could
also result in more bankruptcies in the sector and, therefore, affect our
ability to collect money owed to us by carriers.
Revenues from data and internet services such as high-speed internet continue to
increase as a percentage of our total revenues and revenues from services such
as local line and access charges (including federal and state subsidies) are
decreasing as a percentage of our revenues. These factors, along with the
potential for increasing operating costs, could cause our profitability and our
cash generated by operations to decrease.
24
On October 24, 2007, the Federal Communications Commission (FCC) released an
order granting us relief from certain tariff and pricing regulations on our
existing packet-switched and optical transmission services. While this is a
positive deregulatory step by the FCC, these services are a small, but growing,
portion of our current total revenues. The impact of this ruling will not have
an immediate material impact on our revenues.
a) Liquidity and Capital Resources
-------------------------------
Cash Flow from Operating Activities
-----------------------------------
As of September 30, 2007, we had cash and cash equivalents aggregating $247.4
million. Our primary source of funds continues to be cash generated from
operations. For the nine months ended September 30, 2007, we used cash flow from
continuing operations and cash and cash equivalents to fund a significant
portion of the acquisition of Commonwealth, capital expenditures, dividends,
interest payments, debt repayments and stock repurchases.
We believe our operating cash flows, existing cash balances, and credit facility
will be adequate to finance our working capital requirements, fund capital
expenditures, make required debt payments through 2008, pay taxes, pay dividends
to our stockholders in accordance with our dividend policy and support our
short-term and long-term operating strategies. We have approximately $0.6
million of debt maturing during the last three months of 2007 and $2.4 million
and $2.5 million of debt maturing in 2008 and 2009, respectively.
A number of factors, including but not limited to, losses of access lines,
increases in competition and lower subsidy and access revenues are expected to
reduce our cash generated by operations. Our below investment grade credit
ratings may make it more difficult and expensive to refinance our maturing debt.
We have in recent years paid relatively low amounts of cash taxes. We expect
that in 2007 and beyond our cash taxes will increase substantially as our
Federal and state net operating loss carry forwards and AMT tax credit carry
forwards are estimated to be fully utilized during 2007 and 2008. We paid $53.7
million in cash taxes during the first nine months of 2007 and expect to pay
approximately $60.0 million for the full year of 2007.
Cash Flow from Investing Activities
-----------------------------------
Acquisition
-----------
On March 8, 2007, we acquired Commonwealth in a cash-and-stock taxable
transaction, for a total consideration of approximately $1.1 billion. We paid
$801.5 million in cash ($661.1 million net, after cash acquired), issued common
stock with a value of $247.4 million and had $7.0 million of accrued closing
costs at September 30, 2007.
In connection with the acquisition of Commonwealth, we assumed $35.0 million of
debt under a revolving credit facility and $191.8 million face amount of
Commonwealth convertible notes (fair value of $209.6 million). During March
2007, we paid down the $35.0 million credit facility. We have retired all but
$8.5 million of the $191.8 million face amount of Commonwealth notes as of
September 30, 2007. The notes were retired by the payment of $165.4 million in
cash and the issuance of our common stock valued at $36.7 million. The premium
paid of $18.9 million was recorded as $17.8 million to goodwill and $1.1 million
to investment and other income, net.
Capital Expenditures
--------------------
For the nine months ended September 30, 2007, our capital expenditures were
$202.6 million, including $24.2 million related to the Commonwealth property
since the date of acquisition. We continue to closely scrutinize all of our
capital projects, emphasize return on investment and focus our capital
expenditures on areas and services that have the greatest opportunities with
respect to revenue growth and cost reduction. We anticipate capital expenditures
of approximately $315.0 million - $325.0 million for 2007.
Rural Telephone Bank
--------------------
In August 2005, the Board of Directors of the Rural Telephone Bank (RTB) voted
to dissolve the bank. In November 2005, the liquidation and dissolution of the
RTB was initiated with the signing of the 2006 Agricultural Appropriation bill
by President Bush. We received approximately $64.6 million in cash from the
dissolution of the RTB in April 2006, which resulted in the recognition of a
pre-tax gain of approximately $61.4 million during the second quarter of 2006 as
reflected in investment and other income (loss), net in the consolidated
statements of operations for the nine months ended September 30, 2006. Our tax
net operating losses were used to absorb the cash liability for taxes.
25
Cash Flow from Financing Activities
-----------------------------------
Debt Reduction and Debt Exchanges
---------------------------------
For the nine months ended September 30, 2007, we retired an aggregate principal
amount of $966.6 million of debt, including $3.3 million of 5% Company Obligated
Mandatorily Redeemable Convertible Preferred Securities (EPPICS) and $17.8
million of 3.25% Commonwealth convertible notes that were converted into our
common stock. On April 26, 2007, we redeemed $495.2 million principal amount of
our 7.625% Senior Notes due 2008 at a price of 103.041% plus accrued and unpaid
interest. During the first quarter of 2007, we temporarily borrowed and repaid
$200.0 million utilized to temporarily fund the acquisition of Commonwealth, and
we paid down the $35.0 million Commonwealth credit facility. Through September
30, 2007 we have retired $183.3 million face amount of Commonwealth convertible
notes for which we paid $165.4 million in cash and $36.7 million in common stock
(premium paid of $18.9 million was recorded as $17.8 million to goodwill and
$1.1 million to expense), resulting in a remaining outstanding balance of $8.5
million as of September 30, 2007. We also paid down $44.6 million of industrial
development revenue bonds and $4.1 million of rural utilities service loan
contracts.
We may from time to time repurchase our debt in the open market, through tender
offers, exchanges of debt securities, by exercising rights to call or in
privately negotiated transactions. We may also exchange existing debt for newly
issued debt obligations.
Issuance of Debt Securities
---------------------------
On March 23, 2007, we issued in a private placement an aggregate $300.0 million
principal amount of 6.625% Senior Notes due 2015 and $450.0 million principal
amount of 7.125% Senior Notes due 2019. Proceeds from the sale were used to
refinance $200.0 million principal amount of indebtedness incurred on March 8,
2007 under a bridge loan facility in connection with the acquisition of
Commonwealth and redeem, on April 26, 2007, $495.2 million principal amount of
our 7.625% Senior Notes due 2008. We also filed with the SEC a registration
statement for an exchange offer on the $750.0 million in total of private
placement notes described above, in addition to the $400.0 million principal
amount of 7.875% Senior Notes issued in a private placement on December 22,
2006, for registered notes. The exchange offer was completed in the second
quarter of 2007.
EPPICS
------
In 1996, our consolidated wholly owned subsidiary, Citizens Utilities Trust (the
Trust), issued, in an underwritten public offering, 4,025,000 shares of 5%
Company Obligated Mandatorily Redeemable Convertible Preferred Securities due
2036 (Trust Convertible Preferred Securities or EPPICS), representing preferred
undivided interests in the assets of the Trust, with a liquidation preference of
$50 per security (for a total liquidation amount of $201.3 million). These
securities have an adjusted conversion price of $11.46 per share of our common
stock. The conversion price was reduced from $13.30 to $11.46 during the third
quarter of 2004 as a result of the $2.00 per share of common stock special,
non-recurring dividend. The proceeds from the issuance of the Trust Convertible
Preferred Securities and a Company capital contribution were used to purchase
$207.5 million aggregate liquidation amount of 5% Partnership Convertible
Preferred Securities due 2036 from another wholly owned consolidated subsidiary,
Citizens Utilities Capital L.P. (the Partnership). The proceeds from the
issuance of the Partnership Convertible Preferred Securities and a Company
capital contribution were used to purchase from us $211.8 million aggregate
principal amount of 5% Convertible Subordinated Debentures due 2036. The sole
assets of the Trust are the Partnership Convertible Preferred Securities, and
our Convertible Subordinated Debentures are substantially all the assets of the
Partnership. Our obligations under the agreements related to the issuances of
such securities, taken together, constitute a full and unconditional guarantee
by us of the Trust's obligations relating to the Trust Convertible Preferred
Securities and the Partnership's obligations relating to the Partnership
Convertible Preferred Securities.
In accordance with the terms of the issuances, we paid the annual 5% interest in
quarterly installments on the Convertible Subordinated Debentures in the first,
second and third quarters of 2007 and the four quarters of 2006. Cash was paid
(net of investment returns) to the Partnership in payment of the interest on the
Convertible Subordinated Debentures. The cash was then distributed by the
Partnership to the Trust and then by the Trust to the holders of the EPPICS.
As of September 30, 2007, EPPICS representing a total principal amount of $197.2
million have been converted into 15,913,821 shares of our common stock, and a
total of $4.1 million remains outstanding to third parties. Our long-term debt
footnote indicates $14.6 million of EPPICS outstanding at September 30, 2007, of
which $10.5 million is debt of related parties for which we have an offsetting
receivable.
26
Interest Rate Management
------------------------
In order to manage our interest expense, we have entered into interest swap
agreements. Under the terms of these agreements, we make semi-annual, floating
rate interest payments based on six month LIBOR and receive a fixed rate on the
notional amount. The underlying variable rate on these swaps is set either in
advance or in arrears.
The notional amounts of fixed-rate indebtedness hedged as of September 30, 2007
and December 31, 2006 were $400.0 million and $550.0 million, respectively. Such
contracts require us to pay variable rates of interest (estimated average pay
rates of approximately 9.06% as of September 30, 2007 and approximately 9.02% as
of December 31, 2006) and receive fixed rates of interest (average receive rate
of 8.50% as of September 30, 2007 and 8.26% as of December 31, 2006). All swaps
are accounted for under SFAS No. 133 (as amended) as fair value hedges. For the
three and nine months ended September 30, 2007, the interest expense resulting
from these interest rate swaps totaled approximately $0.8 million and $2.8
million, respectively.
Credit Facilities
-----------------
As of September 30, 2007, we had available lines of credit with financial
institutions in the aggregate amount of $250.0 million and there were no
outstanding standby letters of credit issued under the facility. Associated
facility fees vary, depending on our debt leverage ratio, and were 0.20% per
annum as of September 30, 2007. The expiration date for this $250.0 million five
year revolving credit agreement is May 18, 2012. During the term of the credit
facility we may borrow, repay and reborrow funds. The credit facility is
available for general corporate purposes but may not be used to fund dividend
payments.
Covenants
---------
The terms and conditions contained in our indentures and credit facilities
agreements include the timely payment of principal and interest when due, the
maintenance of our corporate existence, keeping proper books and records in
accordance with GAAP, restrictions on the allowance of liens on our assets, and
restrictions on asset sales and transfers, mergers and other changes in
corporate control. We currently have no restrictions on the payment of dividends
either by contract, rule or regulation, other than those imposed by the Delaware
General Corporate laws.
Our $200.0 million term loan facility with the Rural Telephone Finance
Cooperative (RTFC) contains a maximum leverage ratio covenant. Under the
leverage ratio covenant, we are required to maintain a ratio of (i) total
indebtedness minus cash and cash equivalents in excess of $50.0 million to (ii)
consolidated adjusted EBITDA (as defined in the agreement) over the last four
quarters no greater than 4.00 to 1.
Our $250.0 million credit facility and our $150.0 million senior unsecured term
loan contain a maximum leverage ratio covenant. Under the leverage ratio
covenant, we are required to maintain a ratio of (i) total indebtedness minus
cash and cash equivalents in excess of $50.0 million to (ii) consolidated
adjusted EBITDA (as defined in the agreements) over the last four quarters no
greater than 4.50 to 1. Although both facilities are unsecured, they will be
equally and ratably secured by certain liens and equally and ratably guaranteed
by certain of our subsidiaries if we issue debt that is secured or guaranteed.
Certain indentures for our senior unsecured debt obligations limit our ability
to create liens or merge or consolidate with other companies and our
subsidiaries' ability to borrow funds, subject to important exceptions and
qualifications.
We are in compliance with all of our debt and credit facility covenants.
Proceeds from the Sale of Equity Securities
-------------------------------------------
We receive proceeds from the issuance of our common stock pursuant to our
stock-based compensation plans. For the nine months ended September 30, 2007 and
2006, we received approximately $13.3 million and $21.4 million, respectively,
upon the exercise of outstanding stock options.
Share Repurchase Programs
-------------------------
In February 2007, our Board of Directors authorized us to repurchase up to
$250.0 million of our common stock in public or private transactions over the
following twelve month period. This share repurchase program commenced on March
19, 2007. As of September 30, 2007, we had repurchased approximately 15,105,000
shares of our common stock at an aggregate cost of approximately $219.1 million.
The repurchase program was completed on October 15, 2007.
27
In February 2006, our Board of Directors authorized us to repurchase up to
$300.0 million of our common stock in public or private transactions over the
following twelve-month period. This share repurchase program commenced on March
6, 2006. As of December 31, 2006, we had repurchased 10,199,900 shares of our
common stock at an aggregate cost of approximately $135.2 million. No additional
shares can be repurchased under this authorization.
Dividends
---------
Our ongoing annual dividends of $1.00 per share of common stock under our
current policy utilize a significant portion of our cash generated by operations
and therefore could limit our operating and financial flexibility. While we
believe that the amount of our dividends will allow for adequate amounts of cash
flow for other purposes, any reduction in cash generated by operations and any
increases in capital expenditures, interest expense or cash taxes would reduce
the amount of cash available in excess of dividends.
Off-Balance Sheet Arrangements
------------------------------
We do not maintain any off-balance sheet arrangements, transactions, obligations
or other relationships with unconsolidated entities that would be expected to
have a material current or future effect upon our financial statements.
Discontinued Operations
-----------------------
On July 31, 2006, we sold our CLEC business Electric Lightwave LLC (ELI) for
$255.3 million (including a later sale of associated real estate) in cash plus
the assumption of approximately $4.0 million in capital lease obligations. We
recognized a pre-tax gain on the sale of ELI of approximately $116.7 million.
Our after-tax gain on the sale was approximately $72.0 million. Our cash
liability for taxes as a result of the sale was approximately $5.0 million due
to the utilization of existing tax net operating losses on both the federal and
state level.
Critical Accounting Policies and Estimates
------------------------------------------
We review all significant estimates affecting our consolidated financial
statements on a recurring basis and record the effect of any necessary
adjustment prior to their publication. Uncertainties with respect to such
estimates and assumptions are inherent in the preparation of financial
statements; accordingly, it is possible that actual results could differ from
those estimates and changes to estimates could occur in the near term. The
preparation of our financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of the contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. Estimates and judgments are used when accounting for allowance for
doubtful accounts, impairment of long-lived assets, intangible assets,
depreciation and amortization, employee benefit plans, income taxes, purchase
price allocations, contingencies and pension and postretirement benefits
expenses among others.
Management has discussed the development and selection of these critical
accounting estimates with the Audit Committee of our Board of Directors and our
Audit Committee has reviewed our disclosures relating to them.
There have been no material changes to our critical accounting policies and
estimates from the information provided in "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in our
Annual Report on Form 10-K for the year ended December 31, 2006.
New Accounting Pronouncements
-----------------------------
Accounting for Uncertainty in Income Taxes
------------------------------------------
In July 2006, the FASB issued FASB Interpretation No. (FIN) 48, "Accounting
for Uncertainty in Income Taxes." Among other things, FIN No. 48 requires
applying a "more likely than not" threshold to the recognition and
derecognition of uncertain tax positions either taken or expected to be
taken in the Company's income tax returns. We adopted the provisions of FIN
No. 48 in the first quarter of 2007. The total amount of our gross FIN No.
48 tax liability for tax positions that may not be sustained under a "more
likely than not" threshold as of the date of adoption was $44.7 million and
amounts to $64.0 million as of September 30, 2007. This amount includes an
accrual for interest in the amount of $5.7 million as of September 30,
2007. These balances include amounts of $9.0 million and $1.4 million for
total FIN No. 48 tax liabilities and accrued interest, respectively,
pursuant to the Company's acquisition of Commonwealth Telephone
Enterprises, Inc., completed in March 2007. An increase of $14.0 million in
the balance since the date of adoption is attributable to a change made to
the estimated useful life of an intangible asset for income tax purposes.
This tax position is temporary in nature and, therefore, will not impact
the Company's results of operations when ultimately settled in the future.
The amount of our total FIN No. 48 tax liabilities reflected above that
would positively impact the calculation of our effective income tax rate,
if our tax positions are sustained, is $20.1 million as of September 30,
2007.
28
The Company's policy regarding the classification of interest and penalties
is to include these amounts as a component of income tax expense. This
treatment of interest and penalties is consistent with prior periods. We
have recognized in our year-to-date consolidated statement of operations
additional interest in the amount of $0.9 million. We are subject to income
tax examinations generally for the years 2003 forward for both our Federal
and state filing jurisdictions. We maintain uncertain tax positions in
various state jurisdictions. It is reasonably possible that amounts related
to previous asset dispositions and tax credits will change within the next
12 months, due to the expiration of the statute of limitations. This could
favorably impact our results of operations by up to $7.0 million and reduce
acquired goodwill balances by up to $3.0 million.
How Taxes Collected from Customers and Remitted to Governmental Authorities
---------------------------------------------------------------------------
Should be Presented in the Income Statement
-------------------------------------------
In June 2006, the FASB issued EITF Issue No. 06-3, "How Taxes Collected
from Customers and Remitted to Governmental Authorities Should be Presented
in the Income Statement," which requires disclosure of the accounting
policy for any tax assessed by a governmental authority that is directly
imposed on a revenue-producing transaction, that is Gross versus Net
presentation. EITF No. 06-3 is effective for periods beginning after
December 15, 2006. We adopted the disclosure requirements of EITF No. 06-3
commencing January 1, 2007.
Accounting for Purchases of Life Insurance
------------------------------------------
In September 2006, the FASB reached consensus on the guidance provided by
EITF No. 06-5, "Accounting for Purchases of Life Insurance-Determining the
Amount That Could Be Realized in Accordance with FASB Technical Bulletin
No. 85-4, Accounting for Purchases of Life Insurance." EITF No. 06-5 states
that a policyholder should consider any additional amounts included in the
contractual terms of the insurance policy other than the cash surrender
value in determining the amount that could be realized under the insurance
contract. EITF No. 06-5 also states that a policyholder should determine
the amount that could be realized under the life insurance contract
assuming the surrender of an individual-life by individual-life policy (or
certificate by certificate in a group policy). EITF No. 06-5 is effective
for fiscal years beginning after December 15, 2006. The adoption of the
accounting requirements of EITF No. 06-5 in the first quarter of 2007 had
no material impact on our financial position, results of operation or cash
flows.
Accounting for Endorsement Split-Dollar Life Insurance Arrangements
-------------------------------------------------------------------
In September 2006, the FASB reached consensus on the guidance provided by
EITF No. 06-4, "Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements."
The guidance is applicable to endorsement split-dollar life insurance
arrangements, whereby the employer owns and controls the insurance policy,
that are associated with a postretirement benefit. EITF No. 06-4 requires
that for a split-dollar life insurance arrangement within the scope of the
issue, an employer should recognize a liability for future benefits in
accordance with SFAS No. 106 (if, in substance, a postretirement benefit
plan exists) or Accounting Principles Board Opinion No. 12 (if the
arrangement is, in substance, an individual deferred compensation contract)
based on the substantive agreement with the employee. EITF No. 06-4 is
effective for fiscal years beginning after December 15, 2007. The Company
is currently evaluating the impact the adoption of the standard will have
on the Company's results of operations or financial condition.
Fair Value Measurements
-----------------------
In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements,"
which defines fair value, establishes a framework for measuring fair value,
and expands disclosures about fair value measurements. The provisions of
SFAS No. 157 are effective as of the beginning of our 2008 fiscal year. The
Company is currently evaluating the impact that the adoption of the
standard will have on the Company's results of operations or financial
condition.
Fair Value Option for Financial Assets and Financial Liabilities
----------------------------------------------------------------
In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities Including an amendment of FASB
Statement No. 115," which permits entities to choose to measure many
financial instruments and certain other items at fair value. The provisions
of SFAS No. 159 are effective as of the beginning of our 2008 fiscal year.
The Company is currently evaluating the impact that the adoption of the
standard will have on the Company's results of operations or financial
condition.
29
Accounting for Collateral Assignment Split-Dollar Life Insurance
---------------------------------------------------------------------------
Arrangements
------------
In March 2007, the FASB ratified the consensus reached by the EITF on Issue
No. 06-10, "Accounting for Collateral Assignment Split-Dollar Life
Insurance Arrangements." EITF No. 06-10 provides guidance on an employers'
recognition of a liability and related compensation costs for collateral
assignment split-dollar life insurance arrangements that provide a benefit
to an employee that extends into postretirement periods and the asset in
collateral assignment split-dollar life insurance arrangements. The
effective date of EITF No. 06-10 is for fiscal years beginning after
December 15, 2007. The Company is currently evaluating the impact that the
adoption of the standard will have on the Company's results of operations
or financial condition.
(b) Results of Operations
---------------------
REVENUE
Revenue is generated primarily through the provision of local, network access,
long distance, and data and internet services. Such services are provided under
either a monthly recurring fee or based on usage at a tariffed rate and revenue
recognition is not dependent upon significant judgments by management, with the
exception of a determination of a provision for uncollectible amounts.
Consolidated revenue for the three months ended September 30, 2007 increased
$68.6 million, or 14%, as compared with the prior year period. Consolidated
revenue for the nine months ended September 30, 2007 increased $189.8 million,
or 12%, as compared with the prior year period. Excluding the additional revenue
due to the CTE acquisition, revenue increased $5.6 million during the first nine
months of 2007 as compared with the prior year period. During the first quarter
of 2007, we had a significant favorable settlement of a dispute with a carrier
that resulted in a favorable one-time impact to our revenues of $38.7 million.
Excluding the impact of the CTE acquisition and the one-time favorable
settlement, our revenues for the nine months ended September 30, 2007 would have
been $1,487.9 million, a decrease of $33.1 million, or 2%, as compared to the
prior year period.
Change in the number of our access lines is important to our revenue and
profitability. We have lost access lines primarily because of competition,
changing consumer behavior, economic conditions, changing technology and by some
customers disconnecting second lines when they add high-speed internet or cable
modem service. Excluding the impact of the CTE acquisition, we lost
approximately 90,600 access lines during the nine months ended September 30,
2007, but added approximately 47,300 high-speed internet subscribers during this
same period. For the six months ended September 30, 2007, CTE lost approximately
8,900 access lines, but added approximately 6,200 high-speed internet
subscribers. The loss of lines during the first nine months of 2007 was
primarily among residential customers. The non-residential line losses were
principally in our central and eastern regions and Rochester, New York, while
the residential losses were throughout our markets. We expect to continue to
lose access lines but to increase high-speed internet subscribers during the
remainder of 2007. A continued loss of access lines, combined with increased
competition, increased seasonal spending on capital expenditures and the other
factors discussed herein may cause our revenues, profitability and cash flows to
decrease in the last quarter of 2007.
Our historical results include the results of operations of Commonwealth from
the date of its acquisition on March 8, 2007. The financial tables below include
a comparative analysis of our results of operations on a historical basis for
the three and nine months ended September 30, 2007 and 2006. We have also
presented an analysis of each category for the three and nine months ended
September 30, 2007 for the results of Citizens (excluding CTE) and the results
of CTE for the last 23 days of March and the six months ended September 30,
2007, as included in the consolidated results of operations. All variance
explanations in the succeeding paragraphs are based on analysis of the three and
nine months ended September 30, 2007 financial data for Citizens (excluding CTE)
in comparison to the three and nine months ended September 30, 2006, as
presented below.
30
TELECOMMUNICATIONS REVENUE
For the three months ended September 30, 2007
----------------------------------------------------- For the three
($ in thousands) As Citizens months ended
---------------- Reported CTE (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Local services $ 231,237 $ 36,190 $ 195,047 $ 203,035 $ (7,988) -4%
Data and internet services 133,945 11,545 122,400 109,283 13,117 12%
Access services 113,127 20,269 92,858 104,964 (12,106) -12%
Long distance services 47,732 8,334 39,398 38,929 469 1%
Directory services 28,342 277 28,065 28,371 (306) -1%
Other 21,431 3,921 17,510 22,616 (5,106) -23%
------------- ------------- ------------------- ------------------ ---------------
$ 575,814 $ 80,536 $ 495,278 $ 507,198 $ (11,920) -2%
============= ============= =================== ================== ===============
For the nine months ended September 30, 2007
-------------------------------------------------- For the nine
($ in thousands) As CTE Citizens months ended
---------------- Reported (for 206 days) (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Local services $ 669,901 $ 81,255 $ 588,646 $ 609,855 $ (21,209) -3%
Data and internet services 382,355 24,724 357,631 312,831 44,800 14%
Access services 365,581 48,637 316,944 320,812 (3,868) -1%
Long distance services 135,213 18,412 116,801 116,779 22 0%
Directory services 85,676 621 85,055 85,715 (660) -1%
Other 72,061 10,530 61,531 74,979 (13,448) -18%
------------- ------------- ------------------- ------------------ ---------------
$ 1,710,787 $ 184,179 $ 1,526,608 $ 1,520,971 $ 5,637 0%
============= ============= =================== ================== ===============
Local Services
Local services revenue for the three months ended September 30, 2007 decreased
$8.0 million, or 4%, as compared with the prior year period. The loss of access
lines accounted for $7.6 million of the decline in local revenue.
Local services revenue for the nine months ended September 30, 2007 decreased
$21.2 million, or 3%, as compared with the prior year period. The loss of access
lines accounted for $20.6 million of the decline in local revenue, and was
partially offset by rate increases in Rochester, New York. Enhanced services
revenue increased $1.1 million, as compared with the prior year period,
primarily due to sale of additional feature packages.
Economic conditions or increasing competition could make it more difficult to
sell our packages and bundles and cause us to lower our prices for those
products and services, which would adversely affect our revenues, profitability
and cash flow.
Data and Internet Services
Data and internet services revenue for the three months ended September 30, 2007
increased $13.1 million, or 12%, as compared with the prior year period,
primarily due to growth in data and high-speed internet services. The number of
the Company's high-speed internet subscribers has increased by more than 67,000,
or 18%, since September 30, 2006. Data and internet services also includes
revenue from data transmission services to other carriers and high-volume
commercial customers with dedicated high-capacity circuits like DS-1's and
DS-3's. Revenue from these dedicated high-capacity circuits increased $4.8
million, or 10%, as compared with the prior year period, primarily due to growth
in the number of those circuits.
Data and internet services revenue for the nine months ended September 30, 2007
increased $44.8 million, or 14%, as compared with the prior year period,
primarily due to growth in data and high-speed internet services. Revenue from
the dedicated high-capacity circuits increased $13.0 million, or 9%, as compared
with the prior year period, primarily due to growth in the number of those
circuits.
31
Access Services
Access services revenue for the three months ended September 30, 2007 decreased
$12.1 million, or 12%, as compared with the prior year period. Switched access
revenue of $61.0 million decreased $2.3 million, as compared with the prior year
period, primarily due to the impact of a decline in minutes of use related to
access line losses. Access service revenue includes subsidy payments we receive
from federal and state agencies. Subsidy revenue of $31.9 million decreased $9.8
million, primarily due to lower receipts under the Federal High Cost Fund
program resulting from our lower cost structure and an increase in the program's
national average cost per local loop (NACPL), along with reductions in USF
surcharges due to the elimination of high-speed internet units from the USF
calculation.
Access services revenue for the nine months ended September 30, 2007 decreased
$3.9 million, or 1%, as compared with the prior year period. Switched access
revenue of $223.2 million increased $29.3 million, or 15%, as compared with the
prior year period, primarily due to the settlement in the first quarter of a
dispute with a carrier resulting in a favorable impact on our revenue of $38.7
million (a one-time event), partially offset by the impact of a decline in
minutes of use related to access line losses. Subsidy revenue of $93.7 million
decreased $33.2 million, primarily due to lower receipts under the Federal High
Cost Fund program resulting from our lower cost structure and an increase in the
program's NACPL, along with reductions in USF surcharges due to the elimination
of high-speed internet units from the USF calculation.
Increases in the number of Competitive Eligible Telecommunications Companies
(including wireless companies) receiving federal subsidies, among other factors,
may lead to further increases in the NACPL, thereby resulting in decreases in
our federal subsidy revenue in the future. The FCC and state regulators are
currently considering a number of proposals for changing the manner in which
eligibility for federal subsidies is determined as well as the amounts of such
subsidies. The FCC is also reviewing the mechanism by which subsidies are
funded. Additionally, the FCC has an open proceeding to address reform to access
charges and other intercarrier compensation. We cannot predict when or how these
matters will be decided nor the effect on our subsidy or access revenues. Future
reductions in our subsidy and access revenues will directly affect our
profitability and cash flows as those regulatory revenues do not have associated
variable expenses.
Long Distance Services
Long distance services revenue for the three months ended September 30, 2007
increased $0.5 million, or 1%, as compared with the prior year period. Long
distance services revenue for the nine months ended September 30, 2007 was
relatively unchanged as compared with the prior year period. We have actively
marketed a package of unlimited long distance minutes with our digital phone and
state unlimited bundled service offerings. The sale of our digital phone and
state unlimited products and its associated unlimited minutes has resulted in an
increase in minutes used by our long distance customers and has had the effect
of lowering our overall average rate per minute billed. Our long distance
minutes of use increased by 12% during the nine months ended September 30, 2007
compared to the nine months of 2006 and, as noted below, has increased our cost
of services provided. Our long distance revenues have remained relatively
steady, but may decrease in the future due to lower rates and/or minutes of use.
Competing services such as wireless, VOIP, and cable telephony may result in a
loss of customers, minutes of use and further declines in the rates we charge
our customers. We expect these factors to affect our long distance revenues
during the remainder of 2007.
Directory Services
Directory services revenue for the three and nine months ended September 30,
2007 was relatively unchanged as compared with the prior year periods with
slightly lower yellow pages advertising, mainly in Rochester, New York and
Minnesota.
Other
Other revenue for the three months ended September 30, 2007 decreased $5.1
million, or 23%, as compared with the prior year period, primarily due to higher
bad debt expenses and the impact of our free video promotions in some of our
markets that will result in a multi-year commitment.
Other revenue for the nine months ended September 30, 2007 decreased $13.4
million, or 18%, as compared with the prior year period, primarily due to higher
bad debt expenses and the impact of our free video promotions in some of our
markets that will result in a multi-year commitment.
32
OTHER FINANCIAL AND OPERATING DATA
As of September 30, 2007
---------------------------------------------------------
As Citizens As of %
Reported CTE (excluding CTE) September 30, 2006 change
----------------------------------------------------------------------------------------
Access lines 2,461,617 425,632 2,035,985 2,158,001 -6%
High-speed internet (HSI) subscribers 497,241 56,739 440,502 373,489 18%
Video subscribers 86,446 8,561 77,885 52,664 48%
For the three months ended September 30, 2007
--------------------------------------------------------- For the three
As Citizens months ended %
Reported CTE (excluding CTE) September 30, 2006 change
----------------------------------------------------------------------------------------
Switched access minutes of use
(in millions) 2,711 366 2,345 2,560 -8%
Average monthly revenue per average
access line $ 77.31 $ 62.64 $ 80.37 $ 77.79 3%
For the nine months ended September 30, 2007
--------------------------------------------------------- For the nine
As Citizens months ended %
Reported CTE (excluding CTE) September 30, 2006 change
----------------------------------------------------------------------------------------
Switched access minutes of use
(in millions) 7,987 828 7,159 7,793 -8%
Average monthly revenue per average
access line N/A N/A $ 81.37 * $ 76.83 6%
* For the nine months ended September 30, 2007, the calculation includes the
$38.7 million favorable impact from the first quarter 2007 settlement of a
switched access dispute. The amount is $79.30 without the $38.7 million
favorable impact from the settlement.
NETWORK ACCESS EXPENSES
For the three months ended September 30, 2007
-------------------------------------------------- For the three
($ in thousands) As Citizens months ended
---------------- Reported CTE (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Network access $ 56,566 $ 10,981 $ 45,585 $ 42,791 $ 2,794 7%
For the nine months ended September 30, 2007
-------------------------------------------------- For the nine
($ in thousands) As CTE Citizens months ended
---------------- Reported (for 206 days) (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Network access $ 159,237 $ 21,667 $ 137,570 $ 121,411 $ 16,159 13%
Network access expenses for the three months ended September 30, 2007 increased
$2.8 million, or 7%, as compared with the prior year period, primarily due to
increasing usage related to our long distance product and our data backbone.
Network access expenses for the nine months ended September 30, 2007 increased
$16.2 million, or 13%, as compared with the prior year period, primarily due to
increasing rates and usage related to our long distance product and our data
backbone. As we continue to increase our sales of data products such as
high-speed internet and expand the availability of our unlimited long distance
calling plans, our network access expense is likely to continue to increase. We
anticipate increased promotional costs during the fourth quarter of 2007 in
connection with various high-speed internet promotions that will result in a
multi-year contract with the customer. A decline in expenses associated with
access line losses has offset some of the increase.
33
OTHER OPERATING EXPENSES
For the three months ended September 30, 2007
------------------------------------------------- For the three
($ in thousands) As Citizens months ended
---------------- Reported CTE (excluding CTE) September 30, 2006 $ Change % Change
------------ ------------ ----------------- --------------------- ------------- -------------
Wage and benefit expenses $100,965 $ 13,586 $ 87,379 $ 90,275 $ (2,896) -3%
Severance and early
retirement costs 12,098 - 12,098 541 11,557 N/M
Stock based compensation 2,364 - 2,364 2,625 (261) -10%
All other operating
expenses 99,839 20,330 * 79,509 93,237 (13,728) -15%
------------ ------------ ----------------- ------------- -------------
$215,266 $ 33,916 $ 181,350 $186,678 $ (5,328) -3%
============ ============ ================= ============= =============
For the nine months ended September 30, 2007
------------------------------------------------- For the nine
($ in thousands) As CTE Citizens months ended
---------------- Reported (for 206 days) (excluding CTE) September 30, 2006 $ Change % Change
------------ ------------ ----------------- --------------------- ------------- ------------
Wage and benefit expenses $301,293 $ 31,463 $ 269,830 $274,445 $ (4,615) -2%
Severance and early
retirement costs 13,874 - 13,874 3,956 9,918 N/M
Stock based compensation 7,809 - 7,809 7,960 (151) -2%
All other operating
expenses 297,349 53,491 * 243,858 267,118 (23,260) -9%
------------ ------------ ----------------- ------------- -------------
$620,325 $ 84,954 $ 535,371 $553,479 $ (18,108) -3%
============ ============ ================= ============= =============
*Includes $10.1 million and $23.5 million of common corporate costs allocated to
the CTE operations for the three and nine months ended September 30, 2007,
respectively.
Wage and benefit expenses for the three months ended September 30, 2007
decreased $2.9 million, or 3%, as compared with the prior year period, primarily
due to headcount reductions, associated decreases in salaries and benefits and
updated assumptions for our employee benefit plans. Employee related expenses
for the nine months ended September 30, 2007 decreased $4.6 million, or 2%, as
compared with the prior year period, primarily due to headcount reductions and
associated decreases in salaries and benefits.
Included in wage and benefit expenses is pension and other postretirement
benefit expenses. These costs for the three months ended September 30, 2007 and
2006 were approximately $0.7 million and $2.9 million, respectively. These costs
for the nine months ended September 30, 2007 and 2006 were approximately $7.3
million and $10.4 million, respectively. The above amounts include costs of our
recently acquired Commonwealth plans of $0.3 million and $1.4 million for the
three and nine months ended September 30, 2007, respectively. Based on current
assumptions and plan asset values, we estimate that our 2007 pension and other
postretirement benefit expenses, including the costs associated with our
recently acquired Commonwealth plans, will be approximately $8.0 million to $9.0
million and that no contribution will be required to be made by us to the
pension plans in 2007. In future periods, if the value of our pension assets
decline and/or projected pension and/or postretirement benefit costs increase,
we may have increased pension and/or postretirement expenses.
Severance and early retirement costs in the third quarter of 2007 include a
charge of approximately $12.1 million related to ongoing initiatives to enhance
customer service, streamline operations and reduce costs. Approximately 120
positions will be eliminated as part of our National Call Center Consolidation
Strategy, most of which will be filled by new employees at our other call
centers. In addition, approximately 50 field operations employees have agreed to
participate in an early retirement program and another 30 employees from a
variety of functions will also be leaving the Company.
All other operating expenses for the three and nine months ended September 30,
2007 (excluding CTE) decreased $13.7 million, or 15%, and $23.3 million, or 9%,
respectively, as compared with the prior year periods, primarily due to the
allocation of common corporate costs over a larger base of operations. The USF
contribution rate and PUC fees decreased from the prior year period, resulting
in a reduction in costs of $5.6 million and $11.3 million for the three and nine
month periods, respectively. An increase in other purchased services of $2.7
million and $6.8 million for the three and nine months ended September 30, 2007
offset some of the decrease in expenses note above. Additionally, our purchase
of CTE has enabled us to realize cost savings by leveraging our centralized back
office, customer service and administrative support functions over a larger
asset base.
34
DEPRECIATION AND AMORTIZATION EXPENSE
For the three months ended September 30, 2007
-------------------------------------------------- For the three
($ in thousands) As Citizens months ended
---------------- Reported CTE (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Depreciation expense $ 90,709 $ 11,112 $ 79,597 $ 85,413 $ (5,816) -7%
Amortization expense 47,348 15,754 * 31,594 31,595 (1) 0%
------------- ------------- ------------------- ------------------ ---------------
$ 138,057 $ 26,866 $ 111,191 $ 117,008 $ (5,817) -5%
============= ============= =================== ================== ===============
For the nine months ended September 30, 2007
-------------------------------------------------- For the nine
($ in thousands) As CTE Citizens months ended
---------------- Reported (for 206 days) (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Depreciation expense $ 270,642 $ 25,560 $ 245,082 $ 263,779 $ (18,697) -7%
Amortization expense 130,058 35,274 * 94,784 94,785 (1) 0%
------------- ------------- ------------------- ------------------ ---------------
$ 400,700 $ 60,834 $ 339,866 $ 358,564 $ (18,698) -5%
============= ============= =================== ================== ===============
*Represents estimated amortization expense related to the customer base acquired
in the Commonwealth acquisition. Our assessment of the value of the customer
base and its expected useful life is preliminary and may be adjusted based upon
independent appraisal. We expect to complete the appraisal during the fourth
quarter of 2007.
Depreciation expense for the three months ended September 30, 2007 decreased
$5.8 million, or 7%, as compared with the prior year period, primarily due to a
declining net asset base partially offset by changes in the remaining useful
lives of certain assets.
Depreciation expense for the nine months ended September 30, 2007 decreased
$18.7 million, or 7%, as compared with the prior year period, primarily due to a
declining net asset base partially offset by changes in the remaining useful
lives of certain assets.
INVESTMENT AND OTHER INCOME, NET / INTEREST EXPENSE / INCOME TAX EXPENSE
For the three months ended September 30, 2007
-------------------------------------------------- For the three
($ in thousands) As Citizens months ended
---------------- Reported CTE (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Investment and
other income, net $ 7,172 $ 528 $ 6,644 $ 4,361 $ 2,283 52%
Interest expense $ 95,158 $ (87) $ 95,245 $ 82,186 $ 13,059 16%
Income tax expense $ 30,524 $ 6,963 $ 23,561 $ 31,562 $ (8,001) -25%
For the nine months ended September 30, 2007
-------------------------------------------------- For the nine
($ in thousands) As CTE Citizens months ended
----------------- Reported (for 206 days) (excluding CTE) September 30, 2006 $ Change % Change
------------- ------------- ------------------- ------------------ --------------- ----------
Investment and
other income, net $ 10,672 $ 4,693 $ 5,979 $ 68,373 $ (62,394) -91%
Interest expense $ 287,771 $ (256) $ 288,027 $ 252,920 $ 35,107 14%
Income tax expense $ 97,785 $ 23,380 $ 74,405 $ 112,903 $ (38,498) -34%
Investment and other income, net for the three months ended September 30, 2007
increased $2.3 million, or 52%, as compared with the prior year period,
primarily due to higher earnings from joint ventures. Investment and other
income, net for the nine months ended September 30, 2007 decreased $62.4
million, or 91%, as compared with the prior year period, primarily due to the
$64.6 million in proceeds received in April 2006 as a result of the liquidation
and dissolution of the RTB, the loss on retirement of debt during the first nine
months of 2007 for $18.2 million, partially offset by an increase of $15.3
million in income from short-term investments of cash.
35
In August 2005, the Board of Directors of the Rural Telephone Bank (RTB) voted
to dissolve the bank. In November 2005, the liquidation and dissolution of the
RTB was initiated with the signing of the 2006 Agricultural Appropriation bill
by President Bush. We received approximately $64.6 million in cash from the
dissolution of the RTB in April 2006, which resulted in the recognition of a
pre-tax gain of approximately $61.4 million during the second quarter of 2006.
Our tax net operating losses were used to absorb the cash liability for taxes.
We borrowed $550.0 million in December 2006 in anticipation of the Commonwealth
acquisition in 2007. Our average cash balance was $686.1 million and $277.9
million for the nine months ended September 30, 2007 and 2006, respectively.
Interest expense for the three months ended September 30, 2007 increased $13.1
million, or 16%, as compared with the prior year period, primarily due to a
higher average debt balance resulting from financing the Commonwealth
acquisition. Our average debt outstanding was $4,760.1 million and $4,001.4
million for the three months ended September 30, 2007 and 2006, respectively.
Our composite average borrowing rate (including the effect of our swap
agreements) for the three months ended September 30, 2007 as compared with the
prior year period was 18 basis points lower, decreasing from 8.20% to 8.01%.
Interest expense for the nine months ended September 30, 2007 increased $35.1
million, or 14%, as compared with the prior year period, primarily due to a
higher average debt balance resulting from financing the Commonwealth
acquisition. Our average debt outstanding was $4,853.0 million and $4,112.9
million for the nine months ended September 30, 2007 and 2006, respectively.
Income tax expense for the three and nine months ended September 30, 2007
decreased $8.0 million, or 25%, and $38.5 million, or 34%, respectively, as
compared with the prior year periods, primarily due to changes in taxable
income. The effective tax rate on a fully consolidated basis for the first nine
months of 2007 was 38.6% as compared with 37.3% for the first nine months of
2006. Our cash taxes paid for the nine months ended September 30, 2007 were
$53.7 million, an increase of $45.3 million over the first nine months of 2006,
reflecting the utilization of our tax loss carryforwards. We expect to pay
approximately $60.0 million for the full year of 2007.
DISCONTINUED OPERATIONS
($ in thousands) For the three months ended September 30,
---------------- -----------------------------------------------------------------------
2007 2006 $ Change % Change
------------- ------------- ------------------- ------------------
Revenue $ - $ 14,534 $ (14,534) -100%
Operating income $ - $ 3,951 $ (3,951) -100%
Income taxes $ - $ 3,267 $ (3,267) -100%
Net income $ - $ 5,046 $ (5,046) -100%
Gain on disposal of ELI,
net of tax $ - $ 72,079 $ (72,079) -100%
($ in thousands) For the nine months ended September 30,
---------------- -----------------------------------------------------------------------
2007 2006 $ Change % Change
------------- ------------- ------------------- ------------------
Revenue $ - $100,612 $(100,612) -100%
Operating income $ - $ 26,835 $ (26,835) -100%
Income taxes $ - $ 11,756 $ (11,756) -100%
Net income $ - $ 18,498 $ (18,498) -100%
Gain on disposal of ELI,
net of tax $ - $ 72,079 $ (72,079) -100%
On July 31, 2006, we sold our CLEC business, Electric Lightwave, LLC (ELI), for
$255.3 million in cash plus the assumption of approximately $4.0 million in
capital lease obligations. We recognized a pre-tax gain on the sale of ELI of
approximately $116.7 million. Our after-tax gain on the sale was approximately
$72.0 million. Our cash liability for taxes as a result of the sale was
approximately $5.0 million due to the utilization of existing tax net operating
losses on both the federal and state level.
36
Item 3. Quantitative and Qualitative Disclosures about Market Risk
----------------------------------------------------------
We are exposed to market risk in the normal course of our business operations
due to ongoing investing and funding activities. Market risk refers to the
potential change in fair value of a financial instrument as a result of
fluctuations in interest rates and equity prices. We do not hold or issue
derivative instruments, derivative commodity instruments or other financial
instruments for trading purposes. As a result, we do not undertake any specific
actions to cover our exposure to market risks, and we are not party to any
market risk management agreements other than in the normal course of business or
to hedge long-term interest rate risk. Our primary market risk exposures are
interest rate risk and equity price risk as follows:
Interest Rate Exposure
Our exposure to market risk for changes in interest rates relates primarily to
the interest-bearing portion of our investment portfolio and interest on our
long-term debt. The long-term debt include various instruments with various
maturities and weighted average interest rates.
Our objectives in managing our interest rate risk are to limit the impact of
interest rate changes on earnings and cash flows and to lower our overall
borrowing costs. To achieve these objectives, a majority of our borrowings have
fixed interest rates. Consequently, we have limited material future earnings or
cash flow exposures from changes in interest rates on our long-term debt. An
adverse change in interest rates would increase the amount that we pay on our
variable obligations and could result in fluctuations in the fair value of our
fixed rate obligations. Based upon our overall interest rate exposure at
September 30, 2007, a near-term change in interest rates would not materially
affect our consolidated financial position, results of operations or cash flows.
In order to manage our interest rate risk exposure, we have entered into
interest rate swap agreements. Under the terms of the agreements, we make
semi-annual, floating interest rate interest payments based on six month LIBOR
and receive a fixed rate on the notional amount.
Sensitivity analysis of interest rate exposure
At September 30, 2007, the fair value of our long-term debt was estimated to be
approximately $4.7 billion, based on our overall weighted average interest rate
of 8.01% and our overall weighted average maturity of approximately 13 years.
There has been no material change in the weighted average maturity applicable to
our obligations since December 31, 2006.
The overall weighted average interest rate decreased approximately 1 basis point
during the third quarter of 2007. A hypothetical increase of 80 basis points
(10% of our overall weighted average borrowing rate) would result in an
approximate $259.2 million decrease in the fair value of our fixed rate
obligations.
Equity Price Exposure
Our exposure to market risks for changes in equity prices as of September 30,
2007 is limited to our pension assets. We have no other equity investments of
any material amount.
Item 4. Controls and Procedures
-----------------------
(a) Evaluation of disclosure controls and procedures
We carried out an evaluation, under the supervision and with the participation
of our management, including our principal executive officer and principal
financial officer, regarding the effectiveness of the design and operation of
our disclosure controls and procedures. Based upon this evaluation, our
principal executive officer and principal financial officer concluded, as of the
end of the period covered by this report, September 30, 2007, that our
disclosure controls and procedures are effective.
37
(b) Changes in internal control over financial reporting
As a result of our Commonwealth acquisition we have begun to integrate certain
business processes and systems of the acquired entity. Accordingly, certain
changes have been made and will continue to be made to our internal controls
over financial reporting until such time as this integration is complete. There
have been no other changes in our internal control over financial reporting
identified in an evaluation thereof that occurred during the third fiscal
quarter of 2007 that materially affected or is reasonably likely to materially
affect our internal control over financial reporting.
38
PART II. OTHER INFORMATION
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
Item 1. Legal Proceedings
-----------------
There have been no material changes to our legal proceedings from the
information provided in Item 3. Legal Proceedings included in our Annual Report
on Form 10-K for the year ended December 31, 2006 and Quarterly Report on Form
10-Q for the quarter ended June 30, 2007, except as set forth below:
Ronald A. Katz Technology Licensing LP, filed suit against us for patent
infringement on June 8, 2007 in the U.S. District Court for the District of
Delaware. Katz Technology alleges that, by operating automated telephone
systems, including customer service systems, that allow our customers to utilize
telephone calling cards, order internet, DSL, and dial-up services, and perform
a variety of account related tasks such as billing and payments, we have
infringed thirteen of Katz Technology's patents and continue to infringe three
of Katz Technology's patents. Katz Technology seeks unspecified damages
resulting from our alleged infringement, as well as a permanent injunction
enjoining us from continuing the alleged infringement. Katz Technology
subsequently filed a tag-along notice with the Judicial Panel on Multi-District
Litigation, notifying them of this action and its relatedness to In re Katz
Interactive Dial Processing Patent Litigation (MDL No. 1816), pending in the
Central District of California before Judge R. Gary Klausner. The Judicial Panel
on Multi-District Litigation has transferred the case to the Central District of
California. We intend to vigorously defend against this lawsuit.
On June 24, 2004, one of our subsidiaries, Frontier Subsidiary Telco, Inc.,
received a "Notice of Indemnity Claim" from Citibank, N.A., that is related to a
complaint pending against Citibank and others in the U.S. Bankruptcy Court for
the Southern District of New York as part of the Global Crossing bankruptcy
proceeding. Citibank bases its claim for indemnity on the provisions of a credit
agreement that was entered into in October 2000 between Citibank and our
subsidiary. We purchased Frontier Subsidiary Telco, Inc., in June 2001 as part
of our acquisition of the Frontier telephone companies. The complaint against
Citibank, for which it seeks indemnification, alleges that the seller improperly
used a portion of the proceeds from the Frontier transaction to pay off the
Citibank credit agreement, thereby defrauding certain debt holders of Global
Crossing North America Inc. Although the credit agreement was paid off at the
closing of the Frontier transaction, Citibank claims the indemnification
obligation survives. Damages sought against Citibank and its co-defendants could
exceed $1.0 billion. In August 2004, we notified Citibank by letter that we
believe its claims for indemnification are invalid and are not supported by
applicable law. In 2005, Citibank moved to dismiss the underlying complaint
against it. That motion is currently pending. We have received no further
communications from Citibank since our August 2004 letter.
Item 1A. Risk Factors
------------
There have been no material changes to our risk factors from the information
provided in Item 1A. "Risk Factors" included in our Annual Report on Form 10-K
for the year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
-----------------------------------------------------------
There were no unregistered sales of equity securities during the quarter ended
September 30, 2007.
39
------------------------------------------------------------------------------------------------------------------------------
(d) Maximum
Approximate
Dollar Value of
(c) Total Number of Shares that May
(a) Total Shares Purchased as Yet Be Purchased
Number of (b) Average Part of Publicly Under the Plans or
Shares Price Paid Announced Plans or Programs (in
Period Purchased per Share Programs millions)
------------------------------------------------------------------------------------------------------------------------------
July 1, 2007 to July 31, 2007
Share Repurchase Program (1) 2,190,800 $ 15.32 6,823,600 $ 145.7
Employee Transactions (2) 1,303 $ 15.25 N/A N/A
August 1, 2007 to August 31, 2007
Share Repurchase Program (1) 4,569,365 $ 13.82 11,392,965 $ 82.6
Employee Transactions (2) - $ - N/A N/A
September 1, 2007 to September 30, 2007
Share Repurchase Program (1) 3,711,700 $ 13.93 15,104,665 $ 30.9
Employee Transactions (2) 612 $ 13.71 N/A N/A
Totals July 1, 2007 to September 30, 2007
Share Repurchase Program (1) 10,471,865 $ 14.17 15,104,665 $ 30.9
Employee Transactions (2) 1,915 $ 14.76 N/A N/A
(1) In February 2007, our Board of Directors authorized us to repurchase up to
$250.0 million of our common stock, in public or private transactions over
the following twelve-month period. This share repurchase program commenced
on March 19, 2007 and was completed on October 15, 2007.
(2) Includes restricted shares withheld (under the terms of grants under
employee stock compensation plans) to offset minimum tax withholding
obligations that occur upon the vesting of restricted shares. The Company's
stock compensation plans provide that the value of shares withheld shall be
the average of the high and low price of the Company's common stock on the
date the relevant transaction occurs.
40
Item 6. Exhibits
--------
a) Exhibits:
31.1 Certification of Principal Executive Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.
31.2 Certification of Principal Financial Officer pursuant to Rule
13a-14(a) under the Securities Exchange Act of 1934.
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
41
CITIZENS COMMUNICATIONS COMPANY AND SUBSIDIARIES
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
Senior Vice President and
Chief Accounting Officer
Date: November 7, 2007
42