<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 March 31, 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 1-6875
BELL ATLANTIC - MARYLAND, INC.
A Maryland Corporation I.R.S. Employer Identification No. 52-0270070
One East Pratt Street, Baltimore, Maryland 21202
Telephone Number (410) 539-9900
-----------------------
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
----- -----
<PAGE>
Bell Atlantic - Maryland, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
STATEMENTS OF INCOME AND REINVESTED EARNINGS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
OPERATING REVENUES (including $8,913
and $5,733 from affiliates).......................... $506,471 $510,415
-------- --------
OPERATING EXPENSES
Employee costs, including benefits and taxes......... 84,618 96,456
Depreciation and amortization........................ 106,163 106,123
Other (including $121,433 and $124,631 to affiliates) 181,591 181,568
-------- --------
372,372 384,147
-------- --------
OPERATING INCOME.......................................... 134,099 126,268
OTHER EXPENSE, NET (including $5
and $149 from affiliate)............................. 1,323 892
INTEREST EXPENSE
(including $690 and $364 to affiliate)............... 16,537 16,012
-------- --------
Income Before Provision for Income Taxes and
Cumulative Effect of Change in Accounting Principle.. 116,239 109,364
PROVISION FOR INCOME TAXES................................ 42,117 39,187
-------- --------
Income Before Cumulative Effect of Change
in Accounting Principle.............................. 74,122 70,177
CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE
Directory Publishing, Net of Tax..................... --- 28,565
-------- --------
NET INCOME................................................ $ 74,122 $ 98,742
======== ========
REINVESTED EARNINGS
At beginning of period............................... $133,260 $130,732
Add: net income..................................... 74,122 98,742
-------- --------
207,382 229,474
Deduct: dividends................................... 91,353 52,520
other changes............................... 5,920 168
-------- --------
At end of period..................................... $110,109 $176,786
======== ========
</TABLE>
See Notes to Financial Statements.
1
<PAGE>
Bell Atlantic - Maryland, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
ASSETS
------
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ------------
<S> <C> <C>
CURRENT ASSETS
Short-term investments............................ $ 39,202 $ 35,102
Note receivable from affiliate.................... 4,866 ---
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $35,376 and $38,039.. 408,863 470,684
Affiliates................................... 37,654 42,305
Material and supplies............................. 8,791 7,422
Prepaid expenses.................................. 32,415 71,787
---------- ----------
531,791 627,300
---------- ----------
PLANT, PROPERTY AND EQUIPMENT..................... 5,651,131 5,576,923
Less accumulated depreciation..................... 3,052,458 2,978,841
---------- ----------
2,598,673 2,598,082
---------- ----------
OTHER ASSETS...................................... 19,802 29,036
---------- ----------
TOTAL ASSETS...................................... $3,150,266 $3,254,418
========== ==========
</TABLE>
See Notes to Financial Statements.
2
<PAGE>
Bell Atlantic - Maryland, Inc.
BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
---------- ------------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate.................. $ --- $ 75,255
Other...................................... 7,949 7,806
Accounts payable and accrued liabilities:
Affiliates................................. 195,809 222,888
Other...................................... 322,928 291,362
Other liabilities............................... 58,251 60,051
---------- ----------
584,937 657,362
---------- ----------
LONG-TERM DEBT.................................. 961,112 962,969
---------- ----------
EMPLOYEE BENEFIT OBLIGATIONS.................... 454,480 459,202
---------- ----------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes........................... 104,321 104,080
Unamortized investment tax credits.............. 16,468 17,244
Other........................................... 93,419 94,881
---------- ----------
214,208 216,205
---------- ----------
SHAREOWNER'S INVESTMENT
Common stock - one share, without par value,
owned by parent................................ 825,420 825,420
Reinvested earnings............................. 110,109 133,260
---------- ----------
935,529 958,680
---------- ----------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT... $3,150,266 $3,254,418
========== ==========
</TABLE>
See Notes to Financial Statements.
3
<PAGE>
Bell Atlantic - Maryland, Inc.
STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three months ended
March 31,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES............. $ 289,719 $ 246,919
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments.................. (4,100) (14,900)
Additions to plant, property and equipment............ (111,243) (79,038)
Net change in note receivable from affiliate.......... (4,866) (38,007)
Other, net............................................ 1,970 23,183
-------- --------
Net cash used in investing activities................. (118,239) (108,762)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of borrowings and capital
lease obligations................................ (1,843) (1,723)
Net change in note payable to affiliate............... (75,255) (78,729)
Dividends paid........................................ (91,353) (52,520)
Net change in outstanding checks drawn
on controlled disbursement accounts.............. (3,029) (5,185)
-------- --------
Net cash used in financing activities................. (171,480) (138,157)
-------- --------
NET CHANGE IN CASH.................................... --- ---
CASH, BEGINNING OF PERIOD............................. --- ---
-------- --------
CASH, END OF PERIOD................................... $ --- $ ---
======== ========
</TABLE>
See Notes to Financial Statements.
4
<PAGE>
Bell Atlantic - Maryland, Inc.
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The Company has prepared the accompanying unaudited financial statements
based upon Securities and Exchange Commission rules that permit reduced
disclosure for interim periods. Management believes that these financial
statements reflect all adjustments which are necessary for a fair presentation
of the Company's results of operations and financial position, which consist of
only normal recurring accruals. 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. DIVIDEND
On May 1, 1997, the Company declared and paid a dividend in the amount of
$93,700,000 to Bell Atlantic Corporation (Bell Atlantic).
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 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.
Net assets transferred by the Company totaled approximately $5,600,000, 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 $19,900,000 and $12,200,000,
respectively, for the three month period ended March 31, 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. PROPOSED BELL ATLANTIC - NYNEX MERGER
Bell Atlantic and NYNEX Corporation announced a proposed merger of equals
under a definitive merger agreement entered into on April 21, 1996 and amended
on July 2, 1996. At special meetings held in November 1996, stockholders of
both companies approved the merger. The completion of the merger is subject to
a number of conditions, including certain regulatory reviews, all but one of
which have been completed, and receipt of opinions that the merger will be tax
free. Bell Atlantic expects to close the merger in the second quarter of 1997.
5
<PAGE>
Bell Atlantic - Maryland, 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 of $74,122,000 for the three month period
ended March 31, 1997, compared to net income of $98,742,000 for the same period
in 1996.
Effective 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. See
"Factors That May Impact Future Results - Federal Legislation - Directory
Publishing Activities" on pages 11 and 12 for further discussion of this issue.
In addition, 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
$28,565,000 in the first quarter of 1996, representing the cumulative effect of
this accounting change. As a result of this change, results of operations for
the first three quarters of 1996 have been restated.
Other items affecting the comparison of the Company's results of operations
for the three month periods ended March 31, 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 REVENUES
- ------------------
(Dollars in Thousands)
Three Month Period Ended March 31 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Transport Services
Local service.................................. $243,368 $238,982
Network access................................. 138,574 142,779
Toll service................................... 23,637 27,087
Ancillary Services
Directory publishing........................... 2,744 22,775
Other.......................................... 24,403 20,511
Value-added Services............................... 73,745 58,281
-------- --------
Total.............................................. $506,471 $510,415
======== ========
</TABLE>
6
<PAGE>
Bell Atlantic - Maryland, Inc.
<TABLE>
<CAPTION>
TRANSPORT SERVICES OPERATING STATISTICS
- ---------------------------------------
Percentage
Increase
1997 1996 (Decrease)
- ------------------------------------------------------------------------------
At March 31
- -----------
<S> <C> <C> <C>
Access Lines in Service (in thousands)*
Residence................................... 2,208 2,129 3.7%
Business.................................... 1,196 1,137 5.2
Public...................................... 39 39 ---
------ ------
3,443 3,305 4.2
====== ======
Three Month Period Ended March 31
- ---------------------------------
Access Minutes of Use (in millions)
Interstate.................................. 2,697 2,626 2.7
Intrastate.................................. 802 834 (3.8)
------ ------
3,499 3,460 1.1
====== ======
Toll Messages (in thousands)
Intrastate.................................. 32,021 31,528 1.6
Interstate.................................. 5,794 5,921 (2.1)
------ ------
37,815 37,449 1.0
====== ======
</TABLE>
* 1996 reflects a restatement of access lines in service
LOCAL SERVICE REVENUES
1997-1996 Increase
- --------------------------------------------------------------------------------
Three Months $4,386 1.8%
- --------------------------------------------------------------------------------
Local service revenues are earned by the Company from the provision of
local exchange, local private line and public telephone (pay phone) services.
Higher usage of the Company's network facilities was the primary reason for
the increase in local service revenues in the first quarter of 1997. This
growth was generated by an increase in access lines in service of 4.2% from
March 31, 1996. Stronger access line growth reflects higher demand for Centrex
services and an increase in second residential lines.
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 11.
NETWORK ACCESS REVENUES
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Three Months $(4,205) (2.9)%
- --------------------------------------------------------------------------------
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 local exchange carrier customers who
pay for access to the network.
Network access revenues decreased principally due to the effect of a price
cap plan approved by the Public Service Commission of Maryland (PSC) in November
1996. The PSC ordered the Company to reduce access rates by $32,100,000
annually. This decrease in network access revenues was partially offset by
higher customer demand as reflected by growth in
7
<PAGE>
Bell Atlantic - Maryland, Inc.
access minutes of use of 1.1% from March 31, 1996. Revenue growth was boosted by
the expansion of the business market, particularly for high capacity services.
Reported growth in access minutes of use and revenues was negatively affected by
increased calling volumes during the first quarter of 1996 caused by severe
winter storms.
For a discussion of Federal Communications Commission (FCC) rulemakings
concerning access charges, price caps, universal service and the price cap plan
approved by the PSC, see "Factors That May Impact Future Results" beginning on
page 11.
TOLL SERVICE REVENUES
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Three Months $(3,450) (12.7)%
- --------------------------------------------------------------------------------
Toll service revenues are earned primarily from calls made outside a
customer's local calling area, but within the same service area of the Company,
referred to as Local Access and Transport Areas (LATAs). Other toll services
include 800 services and Wide Area Telephone Service (WATS).
The decrease in toll service revenues in the first quarter of 1997 was
caused by company-initiated price reductions and discount offerings on certain
toll services implemented through revenue neutral rate change filings and in
response to competition. Higher network usage, as reflected by growth in toll
message volumes of 1.0% in 1997, partially offset these decreases. Toll message
volumes in 1997 were negatively impacted by the effect of storm-driven usage
experienced in the first quarter of 1996.
The Company expects that competition for toll services will continue to
impact future revenue growth. See "Factors That May Impact Future Results -
Competition - IntraLATA Toll Services" on page 13 for a further discussion of
toll service revenue issues.
DIRECTORY PUBLISHING REVENUES
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Three Months $(20,031) (88.0)%
- --------------------------------------------------------------------------------
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 publishing revenues in
1997 are earned primarily from fees for non-publication of telephone numbers,
multiple white page listings and usage of directory listings. See "Factors That
May Impact Future Results - Federal Legislation - Directory Publishing
Activities" on pages 11 and 12 for further discussion of this issue.
The decrease in directory publishing revenues was principally due to the
transfer of directory publishing activities.
OTHER ANCILLARY SERVICES REVENUES
1997-1996 Increase
- --------------------------------------------------------------------------------
Three Months $3,892 19.0%
- --------------------------------------------------------------------------------
Other ancillary services include billing and collection services provided
to long distance carriers, facilities rental services provided to affiliates and
non-affiliates, and sales of materials and supplies to affiliates.
Higher other ancillary services revenues in the first quarter of 1997 were
principally due to higher facilities rental revenues from affiliates and
increased revenues from customer late payment charges. The Company began
assessing residential late payment charges in February 1996 pursuant to a
revenue neutral rate change filing.
8
<PAGE>
Bell Atlantic - Maryland, Inc.
VALUE-ADDED SERVICES REVENUES
1997-1996 Increase
- --------------------------------------------------------------------------------
Three Months $15,464 26.5%
- --------------------------------------------------------------------------------
Value-added services represent a family of services which expand the
utilization of the network. These services include products such as voice
messaging services, Caller ID, Call Waiting, and Return Call, as well as more
mature products and other customer premises wiring and maintenance services.
Value-added services revenues were higher in the first quarter of 1997 as a
result of an increase in government contract billing for customer premises
services and equipment and increased marketing and promotional efforts which
have stimulated customer demand and usage. Demand for value-added services also
has been fueled by the introduction of new and enhanced optional features.
<TABLE>
<CAPTION>
OPERATING EXPENSES
- ------------------
(Dollars in Thousands)
Three Month Period Ended March 31 1997 1996
- --------------------------------------------------------------------------------
<S> <C> <C>
Employee costs, including benefits and taxes....... $ 84,618 $ 96,456
Depreciation and amortization...................... 106,163 106,123
Other operating expenses........................... 181,591 181,568
-------- --------
Total.............................................. $372,372 $384,147
======== ========
</TABLE>
EMPLOYEE COSTS
1997-1996 (Decrease)
- --------------------------------------------------------------------------------
Three Months $(11,838) (12.3)%
- --------------------------------------------------------------------------------
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 as a result of lower benefit
costs. The reduction in benefit costs was 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 Company expects the lower level of benefit
costs to continue for the remainder of 1997. A decline in repair and
maintenance activity in the first quarter of 1997 further reduced employee
costs. These cost reductions were partially offset by annual salary and wage
increases, the effect of slightly higher work force levels, and increased
overtime pay principally as a result of higher business volumes.
DEPRECIATION AND AMORTIZATION
1997-1996 Increase
- --------------------------------------------------------------------------------
Three Months $40 --%
- --------------------------------------------------------------------------------
The Company uses the composite group remaining life method to depreciate
plant assets. Under this method, the Company periodically revises depreciation
rates based on a number of factors. The composite depreciation rate was 7.7% for
the three month period ended March 31, 1997, compared to 8.1% for the same
period in 1996.
Depreciation and amortization increased in the first quarter of 1997
principally due to growth in depreciable telephone plant. This increase was
almost entirely offset by the effect of lower rates of depreciation and
amortization.
9
<PAGE>
Bell Atlantic - Maryland, Inc.
OTHER OPERATING EXPENSES
1997-1996 Increase
- --------------------------------------------------------------------------------
Three Months $23 --%
- --------------------------------------------------------------------------------
Other operating expenses consist primarily of contract services including
centralized services expenses allocated from NSI, rent, network software costs,
operating taxes other than income, 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. See "Factors That May Impact Future Results -
Federal Legislation - Directory Publishing Activities" on pages 11 and 12 for
further discussion of this issue.
The increase in other operating expenses was largely attributable to higher
costs for materials, rent and contracted services. These increases were
substantially offset by 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 and lower
software and systems costs, partially offset by higher rent expense and
advertising costs.
OTHER EXPENSE, NET
1997-1996 Increase
- --------------------------------------------------------------------------------
Three Months $431
- --------------------------------------------------------------------------------
The change in other expense, net, was attributable to higher nonoperating
costs incurred in the first quarter of 1997.
INTEREST EXPENSE
1997-1996 Increase
- --------------------------------------------------------------------------------
Three Months $525 3.3%
- --------------------------------------------------------------------------------
Interest expense increased principally due to a reduction in capitalized
interest costs.
EFFECTIVE INCOME TAX RATES
Three Months Ended March 31
- --------------------------------------------------------------------------------
1997 36.2%
- --------------------------------------------------------------------------------
1996 35.8%
- --------------------------------------------------------------------------------
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 quarter of 1997 principally as a result of a reduction in
the recognition of tax credits.
FINANCIAL CONDITION
- -------------------
The Company uses the net cash generated from operations and from external
financing to fund capital expenditures for network expansion and modernization,
and pay dividends. While current liabilities exceeded current assets at both
March 31, 1997 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.
10
<PAGE>
Bell Atlantic - Maryland, Inc.
As of March 31, 1997, the Company had $248,200,000 of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation. In
addition, the Company had $50,000,000 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 50.9% as of March 31, 1997, compared to 49.3%
as of March 31, 1996 and 52.2% as of December 31, 1996.
On May 1, 1997, the Company declared and paid a dividend in the amount of
$93,700,000 to Bell Atlantic.
FACTORS THAT MAY IMPACT FUTURE RESULTS
- --------------------------------------
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. However, the ability of
Bell Atlantic to engage in these new businesses, previously prohibited by the
MFJ, is largely dependent on satisfying certain conditions contained in the Act.
Among the requirements with which the Company must comply is a 14-point
"competitive checklist" which includes steps the Company must take which will
help competitors offer local service, either through resale, through the
purchase of unbundled network elements, or through their own networks. The
Company must also demonstrate to the FCC that its entry into the long distance
market would be in the public interest.
A U.S. Court of Appeals has currently stayed the effectiveness of the
uniform national pricing rules adopted by the FCC and the FCC rule that
permitted competitors to "pick and choose" isolated terms out of negotiated
interconnection agreements. Private negotiations and state arbitrations are
continuing while the stay is in effect, pending the Court's final decision.
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" with the PSC.
The Company is unable to predict definitively the impact that the Act will
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 business opportunities resulting from
the Act. These factors will in turn depend, in part, on the final outcome of
several FCC rulemakings and the outcome of state interconnection proceedings
(see also "Recent Developments - FCC Orders" below).
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.
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 and the Company's
response to the requirements of the Act, which prohibits the Company from
engaging in electronic publishing or joint sales and marketing of electronic
products.
Net assets transferred by the Company totaled approximately $5,600,000, and
consisted of deferred directory production costs (included in prepaid expenses),
fixed assets, and related deferred tax liabilities.
11
<PAGE>
Bell Atlantic - Maryland, Inc.
Revenues and direct expenses related to the Company's directory publishing
activities transferred were approximately $19,900,000 and $12,200,000,
respectively, for the three month period ended March 31, 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.
Beginning in 1997, revenues from directory publishing activities
transferred will no longer be earned, and the related expenses will no longer be
incurred, by the Company. Certain other revenues, primarily fees for non-
publication of telephone numbers and multiple white page listings will 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 will
create new revenue sources for the Company. As a result of the transfer, past
operating results are not indicative of future operating results of the Company.
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. The Company is unable to assess fully the
potential impact of these new rules until the FCC releases the full text of its
access reform and price cap orders later in May. Based on the information
currently available, however, 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
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 its costs through rates which reflect the manner in which
those costs are incurred. As of January 1, 1998, the FCC will require, in
general, that interstate costs of the Company which do not vary based on usage
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, but such charges for additional residential
lines and multi-line businesses will rise.
The restructuring of access charges in January 1998 is expected to be
revenue neutral to the Company.
The FCC is expected to adopt an order later this year that would 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.
Price Caps
The FCC also adopted modifications to its price cap rules that will affect
access rate levels. Under the current price cap rules effective through June
30, 1997, the Company's price cap index is adjusted by an inflation index (GDP-
PI) less a fixed percentage, either 4.0%, 4.7% or 5.3% as the Company may elect,
which is intended to reflect increases in productivity (Productivity Factor).
For the current period ending June 30, 1997, the Company has chosen the 5.3%
Productivity Factor.
The FCC has adopted new rules, effective July 1, 1997, that will create a
single Productivity Factor for all price cap companies of 6.5%, with no
requirements to share a portion of future interstate earnings, and will set
rates as if the higher 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 reconfiguration of the Company's network to
provide equal access to facilities for all long distance carriers.
12
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Bell Atlantic - Maryland, Inc.
Universal Service
The FCC also adopted rules designed to preserve "universal service" by
ensuring that local exchange service remains reasonably available to all
residential customers, including low-income customers and customers in areas
that are expensive to serve. The FCC will maintain existing levels of universal
service support for such high cost areas pending completion of further FCC
proceedings. By the end of 1997, the FCC, in conjunction with the Federal-State
Joint Board on Universal Service, will determine whether to increase the size of
the federal universal service fund for high cost areas, and how to assess the
appropriate level of federal financial support required to continue to ensure
affordable local telephone service. Any new 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 each carrier to contribute approximately 1 to
2% of its revenues. The Company, however, will be permitted to recover its
universal service contributions through higher interstate charges to long
distance carriers and end users.
Competition
IntraLATA Toll Services
IntraLATA toll services are calls that originate and terminate within the
same LATA, but cover a greater distance than a local call. These services are
generally regulated by the PSC rather than federal authorities. The PSC permits
other carriers to offer intrastate intraLATA toll services in the Company's
jurisdiction.
Currently, intraLATA toll calls are completed by the Company unless the
customer dials a code to access a competing carrier. This dialing method would
be changed by "presubscription," which would enable customers to make toll calls
using another carrier without having to dial an access code.
The Act addressed the issue of presubscription by prohibiting a state from
requiring presubscription or "dialing parity" until the earlier of such time as
an operating telephone company in the state is authorized to provide long
distance services within the state or three years from the effective date of the
Act. This prohibition does not apply to a final order requiring presubscription
that was issued on or prior to December 19, 1995 or to states consisting of a
single LATA.
The Company expects to offer intraLATA presubscription coincident with Bell
Atlantic's offering of long distance services within the state, as required by
the Act.
Local Exchange Services
Local exchange services have historically been subject to regulation by the
PSC. Since 1994, applications from competitors to provide and resell local
exchange services have been approved by the PSC. Additional applications from
competitors are currently pending.
The Act is expected to significantly increase the level of competition in
the Company's local exchange market.
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 regulating the
intrastate services provided by the Company. Under the plan, services are
divided into six categories: Access; Basic-Residential; Basic-Business;
Discretionary; Competitive; and Miscellaneous. The PSC ordered rates for Access
to be reduced by $32,100,000. These reduced rates and rates for Basic-
13
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Bell Atlantic - Maryland, Inc.
Residential and Basic-Business are capped for a period of three years. After
the cap period, rates for services in these three categories can be increased or
decreased annually under a formula that is based upon changes in the rate of
inflation (GDP-PI) minus a productivity offset based upon changes in the rate of
inflation (CPI). Rates for Discretionary services may be increased under the
same formula. Rates for Competitive services may be increased without
regulatory limits. Regulation of profits is eliminated.
Certain parties have appealed the PSC's decision in state court.
OTHER MATTERS
- -------------
Proposed Bell Atlantic - NYNEX Merger
Bell Atlantic and NYNEX Corporation announced a proposed merger of equals
under a definitive merger agreement entered into on April 21, 1996 and amended
on July 2, 1996. In November 1996, stockholders of both companies approved the
merger. The completion of the merger is subject to a number of other conditions,
including certain regulatory reviews, all but one of which have been completed.
Bell Atlantic expects to close the merger in the second quarter of 1997.
As a result of the merger, Bell Atlantic will incur special transition and
integration costs of approximately $500 million in the first twelve months
following the completion of the merger and an additional $200 million to $400
million over the two succeeding years, in connection with completing the
transaction and integrating the operations of Bell Atlantic and NYNEX. The
transition costs consist principally of professional and registration fees,
systems modification costs, costs associated with the elimination and
consolidation of duplicate facilities, and employee severance and relocation
costs. Of these costs, the Company expects to incur a portion of a one-time
charge for employee severance costs in the quarter in which the merger is
completed. The total severance charge for Bell Atlantic is currently estimated
to be in the range of $200 million to $300 million. The amount of the charge
will vary depending on a number of factors including: (i) the number of
employees that will be terminated under severance arrangements, (ii) the timing
of employee terminations, and (iii) changes, if any, to severance plan
provisions. It is anticipated that the Company will bear a portion of the
remaining transition and integration costs.
Bell Atlantic also expects to recognize recurring expense savings of
approximately $600 million annually by the third year following completion of
the merger as a result of consolidating operating systems and other
administrative functions and reducing management positions. Incremental savings
in annual capital expenditures for Bell Atlantic should grow to approximately
$250 million to $300 million, including efficiencies relating to purchasing,
marketing trials and equipment testing. It is anticipated that the Company will
recognize a portion of these savings.
Cautionary Statement Concerning Forward-Looking Statements
Information contained above with respect to the expected financial impact
of the proposed merger, and other statements in this Management's Discussion and
Analysis regarding expected future events and financial results are forward-
looking 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) a significant delay in the
expected closing of the merger; (iii) the final outcome of FCC rulemakings with
respect to interconnection agreements, access charge reform, price caps and
universal service; (iv) the timing of presubscription for toll services; (v)
future state regulatory actions in the Company's operating area; and (vi) the
extent, timing and success of competition from others in the local telephone and
toll service markets.
14
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Bell Atlantic - Maryland, 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) There were no Current Reports on Form 8-K filed during the quarter
ended March 31, 1997.
15
<PAGE>
Bell Atlantic - Maryland, 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 - MARYLAND, INC.
Date: May 9, 1997 By /s/ William C. Tomlinson
---------------------------------------
William C. Tomlinson
Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 8, 1997.
16
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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