<PAGE>
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, 1997
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 1-7368
BELL ATLANTIC - WASHINGTON, D.C., INC.
A New York Corporation I.R.S. Employer Identification No. 53-0046277
1710 H Street, N.W., Washington, D.C. 20006
Telephone Number (202) 392-9900
-------------------------
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF BELL ATLANTIC CORPORATION, MEETS
THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q AND
IS THEREFORE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT PURSUANT TO GENERAL
INSTRUCTION H(2).
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
----- -----
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Bell Atlantic - Washington, D.C., Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF INCOME AND REINVESTED EARNINGS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
---------------------- ---------------------
1997 1996 1997 1996
---------- ---------- --------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES (including $31,103, $25,440,
$90,168 and $70,299 from affiliates)................ $150,316 $140,320 $459,375 $454,836
-------- -------- -------- --------
OPERATING EXPENSES
Employee costs, including benefits and taxes........ 26,152 28,910 75,289 86,150
Depreciation and amortization....................... 50,177 34,488 127,731 101,580
Taxes other than income............................. 11,026 10,961 33,093 33,119
Other (including $37,481, $42,422, $114,749 and
$121,444 to affiliates)....................... 57,078 46,296 160,684 150,945
-------- -------- -------- --------
144,433 120,655 396,797 371,794
-------- -------- -------- --------
OPERATING INCOME......................................... 5,883 19,665 62,578 83,042
OTHER INCOME, NET........................................ 72 93 409 299
INTEREST EXPENSE (including $344, $338, $1,457
and $1,665 to affiliate)............................ 4,603 4,690 14,123 14,138
-------- -------- -------- --------
Income Before Provision for Income Taxes and
Cumulative Effect of Change in Accounting Principle. 1,352 15,068 48,864 69,203
PROVISION FOR INCOME TAXES............................... 502 6,002 19,465 27,391
-------- -------- -------- --------
Income Before Cumulative Effect of Change
in Accounting Principle............................. 850 9,066 29,399 41,812
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
Directory Publishing, Net of Tax.................... --- --- --- 286
-------- -------- -------- --------
NET INCOME............................................... $ 850 $ 9,066 $ 29,399 $ 42,098
======== ======== ======== ========
REINVESTED EARNINGS
At beginning of period.............................. $ 77,661 $ 35,534 $ 51,646 $ 2,741
Add: net income.................................... 850 9,066 29,399 42,098
-------- -------- -------- --------
78,511 44,600 81,045 44,839
Deduct: other changes.............................. 29 21 2,563 260
-------- -------- -------- --------
At end of period.................................... $ 78,482 $ 44,579 $ 78,482 $ 44,579
======== ======== ======== ========
</TABLE>
See Notes to Financial Statements.
1
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Bell Atlantic - Washington, D.C., Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
ASSETS
------
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
CURRENT ASSETS
Short-term investments............................ $ 2,768 $ 8,973
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $11,823 and $11,495... 140,317 149,777
Affiliates................................... 17,289 18,122
Material and supplies............................. 2,314 1,707
Prepaid expenses.................................. 8,227 10,968
Deferred income taxes............................. 5,044 1,458
---------- ----------
175,959 191,005
---------- ----------
PLANT, PROPERTY AND EQUIPMENT..................... 1,593,631 1,521,071
Less accumulated depreciation..................... 817,610 731,585
---------- ----------
776,021 789,486
---------- ----------
OTHER ASSETS...................................... 10,208 13,940
---------- ----------
TOTAL ASSETS...................................... $ 962,188 $ 994,431
========== ==========
</TABLE>
See Notes to Financial Statements.
2
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate....................... $ 28,190 $ 48,210
Other........................................... 20,079 98
Accounts payable and accrued liabilities:
Affiliates...................................... 107,007 115,523
Other........................................... 75,118 90,796
Advance billings and customer deposits............... 10,605 9,328
-------- --------
240,999 263,955
-------- --------
LONG-TERM DEBT....................................... 227,757 247,735
-------- --------
EMPLOYEE BENEFIT OBLIGATIONS......................... 139,480 146,522
-------- --------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes................................ 27,445 28,921
Unamortized investment tax credits................... 3,762 4,169
Other................................................ 23,746 30,966
-------- --------
54,953 64,056
-------- --------
SHAREOWNER'S INVESTMENT
Common stock - one share, owned by parent, at
stated value.................................... 191,968 191,968
Capital surplus...................................... 28,549 28,549
Reinvested earnings.................................. 78,482 51,646
-------- --------
298,999 272,163
-------- --------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT........ $962,188 $994,431
======== ========
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
--------------------
1997 1996
-------- --------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES.......... $128,164 $136,903
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments............... 6,205 (1,164)
Additions to plant, property and equipment......... (121,986) (106,623)
Other, net......................................... 7,648 4,270
-------- --------
Net cash used in investing activities.............. (108,133) (103,517)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of borrowings and capital
lease obligations............................. (62) (1,007)
Net change in note payable to affiliate............ (20,020) (27,699)
Net change in outstanding checks drawn
on controlled disbursement accounts........... 51 (4,680)
-------- --------
Net cash used in financing activities.............. (20,031) (33,386)
-------- --------
NET CHANGE IN CASH................................. --- ---
CASH, BEGINNING OF PERIOD.......................... --- ---
-------- --------
CASH, END OF PERIOD................................ $ --- $ ---
======== ========
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Bell Atlantic - Washington, D.C., Inc. (the Company) is a wholly owned
subsidiary of Bell Atlantic Corporation (Bell Atlantic). The accompanying
unaudited condensed financial statements have been prepared based upon
Securities and Exchange Commission rules that permit reduced disclosure for
interim periods. These financial statements include certain reclassifications in
presentation and certain retroactive adjustments to conform accounting
methodologies as a result of the merger of Bell Atlantic and NYNEX Corporation
(NYNEX) (see Note 2). These financial statements reflect all adjustments which
are necessary for a fair presentation of results of operations and financial
position for the interim periods shown including normal recurring accruals and
other items (see Note 2). The results for the interim periods are not
necessarily indicative of results for the full year. For a more complete
discussion of significant accounting policies and certain other information,
refer to the financial statements filed with the Company's 1996 Form 10-K.
2. Bell Atlantic - NYNEX Merger
On August 14, 1997, Bell Atlantic and NYNEX completed a merger of equals
under a definitive merger agreement entered into on April 21, 1996 and amended
on July 2, 1996. The stockholders of each company approved the merger at special
meetings held in November 1996. Under the terms of the amended agreement, NYNEX
became a wholly owned subsidiary of Bell Atlantic. The merger has been accounted
for as a pooling of interests.
As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has recorded an after-tax charge of $1,045,000 to reinvested
earnings to recognize its liability for carryover vacation pay as if the merger
had occurred as of the beginning of the earliest period presented.
Merger-Related Costs
Results of operations for the third quarter of 1997 include merger-related
pre-tax costs totaling approximately $4,400,000, consisting of $1,000,000 for
direct incremental costs and $3,400,000 for employee severance costs. A small
portion of costs for transition and integration were also incurred by the
Company. These costs include the Company's allocated share of merger-related
costs from Bell Atlantic Network Services, Inc. (NSI), an affiliate which
provides centralized services on a contract basis.
Direct incremental costs consist of expenses associated with compensation
arrangements related to completing the merger transaction. Employee severance
costs represent the Company's proportionate share of benefit costs for the
separation by the end of 1999 of management employees who are entitled to
benefits under preexisting Bell Atlantic separation pay plans. Transition and
integration costs consist of the Company's proportionate share of costs
associated with integrating the operations of Bell Atlantic and NYNEX.
Additional Charges
In the third quarter of 1997, the Company recorded pre-tax charges of
approximately $17,800,000 in connection with consolidating operations and
combining organizations and for special items arising in the quarter. These
charges include the Company's allocated share of charges from NSI. A discussion
of these charges follows:
The Company recognized pre-tax charges of approximately $10,500,000 for the
write-down of obsolete fixed assets.
The Company also recognized pre-tax charges of approximately $4,100,000 for
contingencies associated with various regulatory and legal matters and
approximately $3,200,000 for other miscellaneous expense items.
3. Transfer of Directory Publishing Activities
On January 1, 1997, the Company transferred, at net book value without gain
or loss, certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary. The stock of the
subsidiary was immediately distributed to Bell Atlantic. The transfer of such
assets and liabilities was completed as part of Bell Atlantic's and the
Company's response to the requirements of the Telecommunications Act of 1996,
which prohibits the Company from engaging in electronic publishing or joint
sales and marketing of electronic products.
5
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
Net assets transferred by the Company totaled approximately $2,300,000, and
consisted of deferred directory production costs (included in prepaid expenses),
fixed assets, and related deferred tax liabilities.
Revenues and direct expenses related to the Company's directory publishing
activities transferred were approximately $33,400,000 and $14,200,000,
respectively, for the nine month period ended September 30, 1996. The Company
does not separately identify indirect expenses attributable to the directory
publishing activities, including expenses related to billing and data management
and processing services, legal, external affairs, depreciation, interest expense
and any corresponding tax expense.
4. Litigation and Other Contingencies
Various legal actions and regulatory proceedings are pending to which the
Company is a party. The Company has established reserves for liabilities in
connection with regulatory and legal matters which it currently deems to be
probable and estimable. The Company does not expect that the ultimate resolution
of these matters in future periods will have a material effect on the Company's
financial position, but it could have a material effect on results of
operations.
6
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
Item 2. Management's Discussion and Analysis of Results of Operations
(Abbreviated pursuant to General Instruction H(2).)
This discussion should be read in conjunction with the Financial Statements
and Notes to Financial Statements.
RESULTS OF OPERATIONS
- ---------------------
The Company reported net income for the first nine months of 1997 of
$29,399,000, compared to net income of $42,098,000 for the same period in 1996.
Bell Atlantic - NYNEX Merger
On August 14, 1997, Bell Atlantic and NYNEX completed a merger of equals
under a definitive merger agreement entered into on April 21, 1996 and amended
on July 2, 1996. The stockholders of each company approved the merger at special
meetings held in November 1996. Under the terms of the amended agreement, NYNEX
became a wholly owned subsidiary of Bell Atlantic. The merger has been accounted
for as a pooling of interests.
As a result of conforming the accounting methodologies of Bell Atlantic and
NYNEX, the Company has recorded an after-tax charge of $1,045,000 to reinvested
earnings to recognize its liability for carryover vacation pay as if the merger
had occurred as of the beginning of the earliest period presented.
Merger-Related Costs
Results of operations for the third quarter of 1997 include merger-related
pre-tax costs totaling approximately $4,400,000, consisting of $1,000,000 for
direct incremental costs and $3,400,000 for employee severance costs. A small
portion of costs for transition and integration were also incurred by the
Company. These costs include the Company's allocated share of merger-related
costs from Bell Atlantic Network Services, Inc. (NSI), an affiliate which
provides centralized services on a contract basis.
Direct incremental costs consist of expenses associated with compensation
arrangements related to completing the merger transaction. Employee severance
costs represent the Company's proportionate share of benefit costs for the
separation by the end of 1999 of management employees who are entitled to
benefits under preexisting Bell Atlantic separation pay plans. Transition and
integration costs consist of the Company's proportionate share of costs
associated with integrating the operations of Bell Atlantic and NYNEX.
Bell Atlantic expects to incur between $400 million and $500 million (pre-
tax) in additional transition and integration merger-related expenses over the
three years following the closing of the merger. It is anticipated that the
Company will recognize a portion of these costs.
Additional Charges
In the third quarter of 1997, the Company recorded pre-tax charges of
approximately $17,800,000 in connection with consolidating operations and
combining organizations and for special items arising in the quarter. These
charges include the Company's allocated share of charges from NSI. A discussion
of these charges follows:
The Company recognized pre-tax charges of approximately $10,500,000 for the
write-down of obsolete fixed assets.
The Company also recognized pre-tax charges of approximately $4,100,000 for
contingencies associated with various regulatory and legal matters and
approximately $3,200,000 for other miscellaneous expense items.
Transfer of Directory Publishing Activities
On January 1, 1997, the Company transferred, at net book value without gain
or loss, certain assets and liabilities associated with its directory publishing
activities to a newly formed, wholly owned subsidiary. The stock of the
subsidiary was immediately distributed to Bell Atlantic. The transfer of such
assets and liabilities was completed as part of Bell Atlantic's and the
Company's response to the requirements of the Telecommunications Act of 1996,
which prohibits the Company from engaging in electronic publishing or joint
sales and marketing of electronic products.
7
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
Net assets transferred by the Company totaled approximately $2,300,000, and
consisted of deferred directory production costs (included in prepaid expenses),
fixed assets, and related deferred tax liabilities.
Revenues and direct expenses related to the Company's directory publishing
activities transferred were approximately $33,400,000 and $14,200,000,
respectively, for the nine month period ended September 30, 1996. The Company
does not separately identify indirect expenses attributable to the directory
publishing activities, including expenses related to billing and data management
and processing services, legal, external affairs, depreciation, interest expense
and any corresponding tax expense.
Effective January 1, 1997, revenues from directory publishing activities
transferred are no longer earned, and the related expenses are no longer
incurred, by the Company. Certain other revenues, primarily fees for non-
publication of telephone numbers and multiple white page listings continue to be
earned by the Company. Additionally, contracts between the Company and another
affiliate of Bell Atlantic for billing and collection services related to the
directory activities, use of directory listings, and rental charges have created
new revenue sources for the Company.
Cumulative Effect of Change in Accounting - Directory Publishing
The Company changed its method of accounting for directory publishing
revenues and expenses, effective January 1, 1996. The Company adopted the point-
of-publication method, which requires directory revenues and expenses to be
recognized upon publication rather than over the lives of the directories. The
Company recorded an after-tax increase in income of $286,000 in the first
quarter of 1996, representing the cumulative effect of this accounting change.
Results of operations for the first three quarters of 1996 were restated to
reflect the impact of this change.
- --------------------------------------------------------------------------------
These and other items affecting the comparison of the Company's results of
operations for the nine month periods ended September 30, 1997 and 1996 are
discussed in the following sections. This Management's Discussion and Analysis
should also be read in conjunction with the Company's 1996 Annual Report on Form
10-K.
<TABLE>
<CAPTION>
OPERATING REVENUE STATISTICS
- ----------------------------
1997 1996 % Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
At September 30
- ---------------
Access Lines in Service (in thousands)
Residence............................ 293 288 1.7%
Business............................. 594 588 1.0
Public............................... 10 10 ---
---- ----
897 886 1.2
==== ====
Nine Month Period Ended September 30
- ------------------------------------
Access Minutes of Use (in millions)..... 2,173 2,153 .9
===== =====
Toll Messages (in thousands)............ 2,836 2,782 1.9
===== =====
</TABLE>
8
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Bell Atlantic - Washington, D.C., Inc.
<TABLE>
<CAPTION>
OPERATING REVENUES
- ------------------
(Dollars in Thousands)
Nine Month Period Ended September 30 1997 1996 % Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Local service....................... $223,454 $225,476 (.9)%
Network access...................... 101,537 99,056 2.5
Long distance services.............. 3,058 2,960 3.3
Ancillary services.................. 129,272 92,226 40.2
Directory and information services.. 2,054 35,118 (94.2)
-------- --------
Total............................... $459,375 $454,836 1.0
======== ========
</TABLE>
LOCAL SERVICE REVENUES
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Nine Months $(2,022) (.9)%
- --------------------------------------------------------------------------------
Local service revenues are earned by the Company from the provision of
local exchange, local private line, public telephone (pay phone) and value-added
services. Value-added services are a family of services which expand the
utilization of the network. These services include products such as Caller ID,
Call Waiting and Return Call, as well as more mature products such as Touch-
Tone.
Local service revenues decreased in 1997 primarily due to the effects of
rate reductions on certain local services for business and residence customers
and a reduction in business Touch-Tone service charges in 1997. Effective in
January 1997, business Touch-Tone service charges were reduced by 50%, relative
to 1996 rates, resulting in an annual decrease of approximately $2,200,000.
The revenue decreases were partially offset by higher usage of the
Company's network facilities and higher revenues from private line and switched
data services in 1997. This growth was generated by an increase in access lines
in service of 1.2% from September 30, 1996.
For a discussion of the Telecommunications Act of 1996, which will open the
local exchange market to competition, see "Factors That May Impact Future
Results" beginning on page 13.
NETWORK ACCESS REVENUES
1997-1996 Increase
- --------------------------------------------------------------------------------
Nine Months $2,481 2.5%
- --------------------------------------------------------------------------------
Network access revenues are earned from long distance carriers for their
use of the Company's local exchange facilities in providing long distance
services to their customers, and from end-user subscribers. Switched access
revenues are derived from usage-based charges paid by long distance carriers for
access to the Company's network. Special access revenues arise from access
charges paid by long distance carriers and end-users who have private networks.
End-user access revenues are earned from the Company's customers who pay for
access to the network.
Network access revenues increased in the first nine months of 1997 due to
price increases on end-user access services beginning in July 1996 and higher
customer demand as reflected by growth in access minutes of use of .9% in the
nine month period of 1997 over the same period last year. Volume growth was
boosted by the expansion of the business market, particularly for high capacity
services.
Volume-related growth was partially offset by the effect of price
reductions mandated by the Federal Communications Commission (FCC). Effective
July 1, 1997, the Company implemented price decreases of approximately
$10,700,000 on an
9
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Bell Atlantic - Washington, D.C., Inc.
annual basis for interstate access services, in connection with the FCC's price
cap plan. Revenues also were reduced by special charges for contingencies
associated with regulatory matters, as previously discussed.
It is expected that the impact of price decreases, in connection with the
FCC's price cap plan, effective July 1, 1997, will be more than offset by volume
increases and the effect of prior year accruals. For a further discussion of FCC
rulemakings concerning price caps, access charges and universal service, see
"Factors That May Impact Future Results - Recent Developments - FCC Orders"
beginning on page 14.
LONG DISTANCE SERVICES REVENUES
1997-1996 Increase
- --------------------------------------------------------------------------------
Nine Months $98 3.3%
- --------------------------------------------------------------------------------
Long distance services revenues are earned primarily from calls made
outside a customer's local calling area, but within the same service area of the
Company (intraLATA toll).
The growth in long distance services revenues in the first nine months of
1997 was principally due to higher toll message volumes of 1.9% from September
30, 1996.
ANCILLARY SERVICES REVENUES
1997-1996 Increase
- --------------------------------------------------------------------------------
Nine Months $37,046 40.2%
- --------------------------------------------------------------------------------
The Company provides ancillary services which include billing and
collection services for long distance carriers and affiliates, customer premises
equipment (CPE) services, facilities rental services for affiliates and non-
affiliates, voice messaging, sales of materials and supplies to affiliates, ISDN
and other high bandwidth services.
Higher ancillary services revenues in 1997 resulted primarily from
increases in facilities rental revenues from affiliates. Data processing
activities of certain affiliates were consolidated in a facility owned by the
Company, resulting in the increase in rental revenues. Increased demand for CPE
services contracted with the federal government also contributed to the growth
in ancillary services revenues.
DIRECTORY AND INFORMATION SERVICES REVENUES
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Nine Months $(33,064) (94.2)%
- --------------------------------------------------------------------------------
As described earlier, the Company transferred certain assets and
liabilities associated with its directory publishing activities to a newly
formed, wholly owned subsidiary, effective January 1, 1997. As a result,
revenues associated with directory publishing activities transferred are no
longer earned by the Company. The Company's directory and information services
revenues in 1997 are earned primarily from fees for non-publication of telephone
numbers, multiple white page listings and usage of directory listings.
The decrease in directory and information services revenues in 1997 was
principally due to the effect of the transfer of directory publishing
activities.
10
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
<TABLE>
<CAPTION>
OPERATING EXPENSES
- ------------------
(Dollars in Thousands)
Nine Month Period Ended September 30 1997 1996 % Change
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Employee costs, including benefits and taxes.. $ 75,289 $ 86,150 (12.6)%
Depreciation and amortization................. 127,731 101,580 25.7
Taxes other than income....................... 33,093 33,119 (.1)
Other operating expenses...................... 160,684 150,945 6.5
-------- --------
Total......................................... $396,797 $371,794 6.7
======== =========
</TABLE>
EMPLOYEE COSTS
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Nine Months $(10,861) (12.6)%
- --------------------------------------------------------------------------------
Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by the Company. Similar costs
incurred by employees of Bell Atlantic Network Services, Inc. (NSI), who provide
centralized services on a contract basis, are allocated to the Company and are
included in other operating expenses.
The decrease in employee costs was primarily due to a reduction in benefit
costs caused by a number of factors, including an increase in the discount rate
used to develop pension and postretirement benefit costs, favorable pension plan
asset returns and lower than expected medical claims. The effect of lower work
force levels and a decline in the level of employee costs incurred for repair
and maintenance activity in 1997 further reduced employee costs. This decline
was partially due to the impact of the severe weather experienced in the first
quarter of 1996 which caused a higher level of costs to be expensed during that
period.
These cost reductions were partially offset by annual salary and wage
increases and by merger-related costs recorded in the third quarter of 1997. As
described earlier, the Company recognized approximately $1,100,000 in benefit
costs for the separation by the end of 1999 of management employees who are
entitled to benefits under preexisting Bell Atlantic separation pay plans. The
Company also recorded approximately $200,000 for direct incremental merger-
related costs associated with compensation arrangements. Merger-related costs
associated with employees of NSI were allocated to the Company and are included
in other operating expenses.
DEPRECIATION AND AMORTIZATION
1997-1996 Increase
- --------------------------------------------------------------------------------
Nine Months $26,151 25.7%
- --------------------------------------------------------------------------------
Depreciation and amortization increased in the first nine months of 1997 as
a result of the recording of approximately $10,400,000 for the write-down of
obsolete fixed assets in the third quarter of 1997, as previously mentioned.
Charges associated with the write-down of obsolete fixed assets of NSI were
allocated to the Company and are included in other operating expenses. Higher
depreciation expense was also caused by growth in depreciable telephone plant
and the effect of higher rates of depreciation and amortization.
11
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
TAXES OTHER THAN INCOME
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Nine Months $(26) (.1)%
- --------------------------------------------------------------------------------
Taxes other than income consist of taxes for gross receipts, property,
capital stock and other nonincome-based items.
The decrease in taxes other than income was principally due to lower gross
receipts tax resulting from a reduction in directory revenue. This decrease was
substantially offset by increased expense resulting from additional properties
subject to personal property tax and from increased purchases subject to sales &
use tax.
OTHER OPERATING EXPENSES
1997-1996 Increase
- --------------------------------------------------------------------------------
Nine Months $9,739 6.5%
- --------------------------------------------------------------------------------
Other operating expenses consist of contract services including centralized
services expenses allocated from NSI, rent, network software costs, the
provision for uncollectible accounts receivable, and other costs.
As a result of the transfer of directory publishing activities, certain
direct and allocated expenses related to the activities transferred are no
longer incurred by the Company.
The increase in other operating expenses was largely attributable to the
higher costs for materials, network software and contract services. Other
operating expenses were further increased by merger-related costs and other
special items recorded in the third quarter of 1997. These charges were
comprised of the Company's allocated share of employee severance costs, direct
incremental and transition merger-related costs and charges associated with the
write-down of obsolete fixed assets incurred by NSI, and other miscellaneous
expense items.
These increases were partially offset by the effect of the transfer of
directory publishing activities and lower centralized services expenses
allocated from NSI. The decline in centralized services expenses was primarily
due to lower benefit costs.
OTHER INCOME, NET
1997-1996 Increase
- --------------------------------------------------------------------------------
Nine Months $110 36.8%
- --------------------------------------------------------------------------------
The change in other income, net, was attributable to additional interest
income primarily resulting from the purchase of short-term investments in
December 1996 to prefund a trust for the payment of certain employee benefits.
INTEREST EXPENSE
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Nine Months $(15) (.1)%
- --------------------------------------------------------------------------------
Interest expense decreased principally due to the effects of lower levels
of average short-term debt, adjustments to capitalized leases and additional
expense in 1996 related to a sales tax audit. These decreases were substantially
offset by a reduction in capitalized interest costs resulting from lower levels
of telephone plant under construction.
12
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
EFFECTIVE INCOME TAX RATES
Nine Months Ended September 30
- --------------------------------------------------------------------------------
1997 39.8%
- --------------------------------------------------------------------------------
1996 39.6%
- --------------------------------------------------------------------------------
The effective income tax rate is the provision for income taxes as a
percentage of income before provision for income taxes and cumulative effect of
change in accounting principle. The Company's effective income tax rate was
higher in the first nine months of 1997 principally due to the effect of prior
period adjustments recorded in 1996.
FINANCIAL CONDITION
- -------------------
The Company uses the net cash generated from operations and from external
financing to fund capital expenditures for network expansion and modernization.
While current liabilities exceeded current assets at September 30, 1997,
September 30, 1996 and December 31, 1996, the Company's sources of funds,
primarily from operations and, to the extent necessary, from readily available
financing arrangements with an affiliate, are sufficient to meet ongoing
operating requirements. Management expects that presently foreseeable capital
requirements will continue to be financed primarily through internally generated
funds. Additional long-term debt may be needed to fund development activities or
to maintain the Company's capital structure to ensure financial flexibility.
As of September 30, 1997, the Company had $96,810,000 of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation. In
addition, the Company has $60,000,000 remaining under a shelf registration
statement filed with the Securities and Exchange Commission for the issuance of
unsecured debt securities.
The Company's debt ratio was 48.0% as of September 30, 1997, compared to
52.7% as of September 30, 1996 and 52.1% as of December 31, 1996.
FACTORS THAT MAY IMPACT FUTURE RESULTS
- --------------------------------------
Bell Atlantic - NYNEX Merger
The merger of Bell Atlantic and NYNEX was completed on August 14, 1997.
Bell Atlantic expects to recognize recurring expense savings following
completion of the merger as a result of consolidating operating systems and
other administrative functions and reducing management positions. It is
anticipated that the Company will recognize a portion of these savings.
Telecommunications Industry Changes
The telecommunications industry is undergoing substantial changes as a
result of the Telecommunications Act of 1996 (the Act), other public policy
changes and technological advances. These changes are likely to bring increased
competitive pressures in the Company's current business, but will also open new
markets to Bell Atlantic.
The Act became law on February 8, 1996 and replaced the Modification of
Final Judgment (MFJ). In general, the Act includes provisions that open local
exchange markets to competition and permit Bell Atlantic to provide interLATA
(long distance) services and to engage in manufacturing, previously prohibited
by the MFJ. However, the ability of Bell Atlantic to provide in-region long
distance service is largely dependent on satisfying certain conditions contained
in the Act. The requirements include a 14-point "competitive checklist" of steps
the Company must take which will help competitors offer local service, through
resale, the purchase of unbundled network elements, or through their own
networks. Bell Atlantic must also demonstrate to the FCC that its entry into the
in-region long distance market would be in the public interest.
Bell Atlantic expects to petition the FCC for permission to enter the in-
region long distance market in New York by early 1998 and one or more other
states during the first half of 1998, and anticipates entering the long distance
market in at least one jurisdiction during the second half of 1998. The timing
of Bell Atlantic's long distance entry in each of its 14 jurisdictions
13
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
depends on the receipt of FCC approval. There can be no assurance that any
approval will be forthcoming in time to permit Bell Atlantic to enter the in-
region long distance market on this schedule.
A U.S. Court of Appeals recently found that the FCC unlawfully attempted to
preempt state authority in implementing key provisions of the Act. It also found
that several particularly objectionable provisions of the FCC's rules were
inconsistent with the statutory requirements. In particular, it affirmed that
states have exclusive jurisdiction over the pricing of interconnection elements
and that the FCC could not lawfully allow competitors to "pick and choose"
isolated terms out of negotiated interconnection agreements. This decision
should not delay the advent of local competition, since, under the previous stay
of the FCC's rules, a number of interconnection agreements have been concluded
and the District of Columbia Public Service Commission (PSC) is currently
addressing pricing and other standards for local interconnection.
Pursuant to the Act, the Company filed its "Statement of Generally
Available Terms and Conditions for Interconnection, Unbundled Network Elements,
Ancillary Services and Resale of Telecommunications Services" (Statement) with
the PSC. Hearings and briefings have been completed regarding this proceeding,
which included issues concerning the adoption of permanent rates and conditions
to replace interim rates and conditions adopted in arbitration proceedings, the
Company's collocation tariff and proposed interstate intraLATA toll
presubscription plan, and other issues concerning local competition arising
under the D.C. Telecommunication Competition Act of 1996. An order is expected
before the end of the year.
The Company is unable to predict definitively the impact that the Act will
ultimately have on its business, results of operations or financial condition.
The financial impact will depend on several factors, including the timing,
extent and success of competition in the Company's markets, and the timing,
extent and success of Bell Atlantic's pursuit of new opportunities resulting
from the Act.
The Company anticipates that these industry changes, together with the
rapid growth, enormous size and global scope of these markets, will attract new
entrants and encourage existing competitors to broaden their offerings. Current
and potential competitors in telecommunication services include long distance
companies, other local telephone companies, cable companies, wireless service
providers, and other companies that offer network services. Some of these
companies have a strong market presence, brand recognition and existing customer
relationships, all of which contribute to intensifying competition and may
affect the Company's future revenue growth. See the "Competition" section below
for additional information.
Recent Developments - FCC Orders
On May 7, 1997, the FCC adopted orders to reform the interstate access
charge system, to modify its price cap system and to implement the "universal
service" requirements of the Act. While there are additional decisions pending
on Universal Service and Access Reform, based on the decisions to date the
Company does not believe that these proceedings will result in a material
adverse impact on its results of operations or financial condition.
Access Charges
Interstate access charges are the rates long distance carriers pay for use
and availability of the Company's facilities for the origination and termination
of interstate interLATA service. On May 7, 1997, the FCC adopted changes to the
tariff structures it has prescribed for such charges in order to permit the
Company to recover a greater portion of its costs through rates which reflect
the manner in which those costs are incurred. Beginning in January 1998, the FCC
will require a phased restructuring of access charges, so that interstate costs
of the Company which do not vary based on usage will be recovered from long
distance carriers through flat rate charges, and those interstate costs that do
vary based on usage be recovered from long distance carriers through usage-based
rates. In addition, the FCC will require establishment of separate usage-based
charges for originating and for terminating interstate interLATA traffic.
A portion of the Company's interstate costs are also recovered through flat
monthly charges to subscribers (subscriber line charges). Under the FCC's order,
subscriber line charges for primary residential and single line businesses will
remain unchanged initially, but such charges for additional residential lines
and multi-line businesses will rise.
14
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
Price Caps
The FCC also adopted modifications to its price cap rules that affect
access rate levels. Under the FCC's price cap rules, the Company's price cap
index is adjusted annually by an inflation index (GDP-PI) less a fixed
percentage intended to reflect increases in productivity (Productivity Factor).
In the prior year, the Company's Productivity Factor was 5.3%. Effective July 1,
1997, the FCC created a single Productivity Factor of 6.5% for all price cap
companies, and eliminated requirements to share a portion of future interstate
earnings. The FCC required that rates be set as if the higher Productivity
Factor had been in effect since July 1996. Any local exchange company that earns
a rate of return on its interstate services of less than 10.25% in any calendar
year will be permitted to increase its interstate rates in the following year.
The FCC also ordered elimination of recovery for amortized costs associated with
the Company's implementation of equal access to all long distance carriers.
On June 30, 1997, Bell Atlantic made its Annual Access Tariff Filing of
Interstate Rates, which became effective on July 1, 1997. The rates included in
the filing resulted in annual price decreases for the Company totaling
approximately $10,700,000, of which $2,500,000 is a result of one-time
adjustments which will only be in effect until July 1998.
The FCC is expected to adopt an order in 1998 to address the conditions
under which the FCC would relax or remove existing access rate structure
requirements and price cap restrictions as increased local market competition
develops. The Company is unable to predict the results of this further
proceeding.
Universal Service
The FCC also adopted rules designed to preserve "universal service" by
ensuring that a basket of designated services is widely available and affordable
to all customers, including low-income customers and customers in areas that are
expensive to serve. The FCC's universal service support will approximate $1.5
billion for high cost areas pending completion of further FCC proceedings. The
FCC, in conjunction with the Federal-State Joint Board on Universal Service,
will determine the methodology for determining high cost areas for non-rural
carriers, and the proper amount of federal universal service support for high
cost areas. A new federal high cost universal service support mechanism will
become effective January 1, 1999.
The FCC also adopted rules to implement the Act's requirements to provide
discounted telecommunications services to schools and libraries, beginning
January 1, 1998, and to ensure that not-for-profit rural health care providers
have access to such services at rates comparable to those charged their urban
counterparts.
All telecommunications carriers will be required to contribute funding for
these universal service programs. The federal universal service funding needs as
of January 1, 1998 will require the Company to contribute approximately 2% of
its interstate retail revenues for high cost and low income subsidies. The
Company will also be contributing a portion of its total retail revenues for
schools, libraries and not-for-profit health care. The Company will recover its
contributions through interstate charges to long distance carriers and end
users.
Competition
Local Exchange Services
Local exchange services have historically been subject to regulation by the
PSC. In September 1996, the D.C. Telecommunications Competition Act of 1996 was
signed into law. The legislation encourages the PSC to facilitate competitors'
entry into the Washington, D.C. telecommunications market and requires the PSC
to interpret the law in a manner consistent with the federal telecommunications
legislation. Since the third quarter of 1996, certificates to provide local
exchange services in competition with the Company have been granted by the PSC
to numerous competitive local exchange carriers.
Both the Telecommunications Act of 1996 and the D.C. Telecommunications
Competition Act of 1996 are expected to significantly increase the level of
competition in the Company's local exchange market.
15
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
Other State Regulatory Matters
The communications services of the Company are subject to regulation by the
PSC with respect to intrastate rates and services and certain other matters.
In November 1996, the PSC approved a price cap plan for intra-Washington,
D.C. services provided by the Company. The plan (1) is for four years, through
December 31, 1999; (2) divides services into three categories: basic,
discretionary, and competitive; (3) caps certain basic residential rates for the
term of the plan and allows other basic rates to change with the rate of
inflation (GDP-PI minus 3%); (4) allows discretionary service rates to increase
by up to 15% annually; (5) eliminates price limits on competitive service rates;
(6) reduces residential rates by $3.2 million in 1996, and business rates by
$2.2 million in 1997 and $3.2 million in 1998; (7) establishes a trust fund to
finance advanced telecommunications services in the District's public schools,
libraries, and community centers; and (8) eliminates the regulation of profits.
Effective July 1, 1997, revenues were decreased by approximately
$1,300,000, on an interim basis, in accordance with the price cap plan's formula
(an adjustment of minus 0.68%). The Office of People's Counsel submitted
comments taking issue with the manner in which these rate changes were
calculated and the Company has responded. It is expected that the PSC will issue
an order approving or modifying the Company's proposal by the end of the year.
OTHER MATTERS
- -------------
Cautionary Statement Concerning Forward-Looking Statements
Information contained above with respect to expected financial results and
future events and trends in this Management's Discussion and Analysis is
forward-looking, based on the Company's estimates and assumptions and subject to
risks and uncertainties. For those statements, the Company claims the protection
of the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995.
The following important factors could affect the future results of the
Company and could cause those results to differ materially from those expressed
in the forward-looking statements: (i) materially adverse changes in economic
conditions in the markets served by the Company; (ii) the final outcome of FCC
rulemakings with respect to interconnection agreements, access charge reform and
universal service; (iii) future state regulatory actions and economic conditions
in the Company's operating area; and (iv) the extent, timing and success of
competition from others in the local telephone and intraLATA toll service
markets.
16
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
For background concerning the Company's contingent liabilities under
the Plan of Reorganization governing the divestiture by AT&T Corp.
(formerly American Telephone and Telegraph Company) of certain assets
of the former Bell System Operating Companies with respect to private
actions relating to pre-divestiture events, see Item 3 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1996.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Exhibit Number
27 Financial Data Schedule.
(b) Report on Form 8-K filed during the quarter ended September 30,
1997:
A Current Report on Form 8-K, dated August 14, 1997, was filed
regarding the consummation of the merger of a wholly owned
subsidiary of Bell Atlantic Corporation with and into NYNEX
Corporation.
17
<PAGE>
Bell Atlantic - Washington, D.C., Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
BELL ATLANTIC - WASHINGTON, D.C., INC.
Date: November 13, 1997 By /s/ Edwin F. Hall
-------------------------------
Edwin F. Hall
Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF NOVEMBER 10, 1997.
18
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