SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 7, 2001 -------------- (Date of earliest event reported) Electric Lightwave, Inc. ------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware 0-23393 93-1035711 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 3 High Ridge Park, Stamford, CT 06905 -------------------------------------------- -------- (Address of principal executive offices) (Zip Code) (203) 614-5600 --------------- (Registrant's telephone number, including area code) No change since last report --------------------------- (Former name or address, if changed since last report) Item 5. Other Events. We have filed an application for listing our Class A Common Stock on the Nasdaq SmallCap Market because it no longer meets the critieria for inclusion on the Nasdaq Market System. As part of the application process Citizens Communications will convert 25,288,688 shares of our Class B Common Stock that it owns into the same number of shares of our Class A Common Stock. Item 7. Financial Statements, Exhibits (c) Exhibits 99.1 Press Release of Electric Lightwave, Inc. released August 7, 2001 announcing earnings for the three and six months ended June 30, 2001. Contact: Brigid M. Smith, Assistant Vice President Corporate Communications (203) 614-5042 bsmith@czn.com ELECTRIC LIGHTWAVE, INC. REPORTS 2001 SECOND-QUARTER FINANCIAL RESULTS Stamford, Conn., August 7, 2001 - Electric Lightwave, Inc. (NASDAQ:ELIX) today reported financial results for the quarter ended June 30, 2001. Revenue for the 2001 second quarter was $60.4 million, $0.2 million below revenue of $60.6 million for the second quarter of 2000. Second quarter 2001 EBITDA was $4.1 million, compared to a $1.4 million EBITDA loss for the second quarter of 2000, an improvement of $5.5 million. For the six months ended June 30, 2001, revenue was $123.0 million, a $5.6 million increase over revenue of $117.4 million for the same period of 2000. EBITDA for the six months ended June 30, 2001 was $7.4 million, compared to an $8.1 million EBITDA loss for the same period of 2000, an improvement of $15.5 million. Second quarter 2001 net loss was $40.3 million, or 79 cents per share, compared to a net loss of $35.0 million, or 69 cents per share, for the second quarter of 2000. For the six months ended June 30, 2001, net loss was $78.0 million, or $1.53 per share, compared to a net loss of $70.1 million, or $1.39 per share, for the same period of 2000. The Nasdaq Stock Market, Inc. has informed ELI that its Class A Common Stock has failed to maintain a minimum bid price of $5.00 for 30 consecutive trading days and thus does not meet the minimum listing criteria of Nasdaq for shares listed on the National Market System. ELI has filed an application for its listing to be transferred to the Nasdaq SmallCap Market. As part of the application process, Citizens Communications has agreed to convert approximately 25.3 million shares of ELI's Class B Common Stock into the same number of shares of ELI's Class A Common Stock. Listing on Nasdaq's SmallCap Market requires that the market capitalization of ELI's Class A Common Stock be at least $35 million. About Electric Lightwave, Inc. - ------------------------------ Electric Lightwave, Inc. is a facilities-based competitive local exchange carrier providing Internet, data, voice and dedicated access services to communications-intensive businesses and the e-commerce market. The company owns and operates high-speed fiber-optic networks that interconnect major markets in the West and operates a leading national Internet and data network. The company is 85 percent owned by Citizens Communications (NYSE:CZN, CZB). More information about Electric Lightwave, Inc. may be found at www.eli.net. This press release 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. All forward-looking statements are only predictions or statements of current plans, which are constantly under review by Electric Lightwave (the company). All forward-looking statements may differ from actual future results due to, but not limited to, changes in the local and overall economy, the nature and pace of technological changes, the number and effectiveness of competitors in the company's markets, success in overall strategy, changes in legal and regulatory policy, relations with Incumbent Local Exchange Carriers (ILECs) and their ability to provide delivery of services including interoffice trunking, implementation of back office service delivery systems, the company's ability to identify future markets and successfully expand existing ones and the mix of products and services offered in the company's target markets. Readers should consider these important factors in evaluating any statement contained herein and/or made by the company or on its behalf. The company has no obligation to update or revise forward-looking statements to reflect the occurrence of future events or circumstances. Electric Lightwave, Inc. Statements of Operations Three Months Ended June 30, ------------------------ (Dollars in thousands, except per share amounts) 2001 2000 ---------- --------- Revenue Network services $ 26,121 $ 17,173 Local telephone services 21,868 25,951 Long distance services 3,098 4,265 Data services 9,342 13,231 ---------- --------- Total revenue 60,429 60,620 Operating expenses Network access expense 17,051 18,294 Operations expense 13,759 13,446 Selling, general and administrative 25,555 30,315 Depreciation and amortization 19,834 14,721 ---------- --------- Total operating expenses 76,199 76,776 Loss from operations (15,770) (16,156) Interest expense and other 24,241 18,556 ---------- --------- Net loss before income taxes (40,011) (34,712) Income tax expense 264 246 ---------- --------- Net loss $ (40,275) $(34,958) ========== ========= EBITDA (1) $ 4,064 $ (1,435) ========== ========= Net loss per common share: Basic $ (0.79) $ (0.69) Diluted $ (0.79) $ (0.69) Weighted average shares outstanding 50,969 50,418 (1) EBITDA is Operating income plus depreciation and amortization. Electric Lightwave, Inc. Statements of Operations Six Months Ended June 30, ------------------------ (Dollars in thousands, except per share amounts) 2001 2000 ---------- -------- Revenue Network services $ 51,889 $ 33,177 Local telephone services 43,664 50,225 Long distance services 6,183 8,862 Data services 21,255 25,134 ---------- --------- Total revenue 122,991 117,398 Operating expenses Network access expense 33,782 38,990 Operations expense 26,735 25,021 Selling, general and administrative 55,117 61,487 Depreciation and amortization 38,728 27,476 ---------- --------- Total operating expenses 154,362 152,974 Loss from operations (31,371) (35,576) Interest expense and other 46,171 34,040 ---------- --------- Net loss before income taxes (77,542) (69,616) Income tax expense 427 481 ---------- --------- Net loss $(77,969) $(70,097) ========== ========= EBITDA (1) $ 7,357 $ (8,100) ========== ========= Net loss per common share: Basic $ (1.53) $ (1.39) Diluted $ (1.53) $ (1.39) Weighted average shares outstanding 50,906 50,289 (1) EBITDA is Operating income plus depreciation and amortization. Electric Lightwave, Inc. Selected Financial and Operating Data (Dollars in thousands) June 30, 2001 March 31, 2001 June 30, 2000 --------------- ---------------- --------------- Selected Financial Data Gross Property Plant & Equipment: Owned or under capital lease $ 1,023,783 $ 983,041 $ 936,368 Under operating lease (1) $ 108,541 $ 108,541 $ 108,541 --------------- ---------------- --------------- Total $ 1,132,324 $ 1,091,582 $ 1,044,909 --------------- ---------------- --------------- Selected Operating Data Markets 25 25 25 Route miles (2) 6,734 5,924 5,911 Fiber miles (2) 349,455 296,173 295,157 Buildings connected on-net 856 852 838 Switches and routers: Internet routers 79 65 63 ATM switches 23 23 23 Frame relay switches 33 32 32 Voice switches 8 8 8 Access Line Equivalents 187,981 195,215 196,259 Access Line Equivalents/Voice switch 23,498 24,402 22,526 % on switch 97% 96% 92% Employees 949 1,031 1,195 Customers 2,267 2,228 2,788 (1) Facilities under an operating lease agreement under which we have the option to purchase the facilities at the end of the term. (2) Route and fiber miles also include those to which we have exclusive use pursuant to license and lease arrangements. 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. ELECTRIC LIGHTWAVE, INC. ------------------------ (Registrant) By: /s/ Robert J. Larson ------------------------------------------ Robert J. Larson Vice President and Chief Accouting Officer Date: August 10, 2001