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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, 1998
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 1-7150
BELL ATLANTIC - WEST VIRGINIA, INC.
A West Virginia Corporation I.R.S. Employer Identification No. 55-0142020
1500 MacCorkle Avenue, S.E., Charleston, West Virginia 25314
Telephone Number (304) 343-9911
-------------------------------
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 - West Virginia, Inc.
- ------------------------------------
Part I - Financial Information
- ------------------------------------
Item 1. Financial Statements
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF INCOME AND REINVESTED EARNINGS
(Unaudited)
(Dollars in Thousands)
Three months ended
March 31,
------------------
1998 1997
-------- --------
OPERATING REVENUES
(including $8,901 and $9,211 from affiliates) .......... $145,987 $142,976
-------- --------
OPERATING EXPENSES
Employee costs, including benefits and taxes............ 26,533 24,933
Depreciation and amortization........................... 30,672 31,188
Taxes other than income................................. 7,604 7,625
Other (including $28,356 and $29,717 to affiliates)..... 42,199 42,693
-------- --------
107,008 106,439
-------- --------
OPERATING INCOME.......................................... 38,979 36,537
OTHER INCOME, NET
(including $667 and $570 from affiliate)................ 753 570
INTEREST EXPENSE.......................................... 4,330 4,536
-------- --------
Income Before Provision for Income Taxes.................. 35,402 32,571
PROVISION FOR INCOME TAXES................................ 14,242 12,827
-------- --------
NET INCOME................................................ $ 21,160 $ 19,744
======== ========
REINVESTED EARNINGS
At beginning of period.................................. $ 13,299 $ 4,641
Add: net income........................................ 21,160 19,744
-------- --------
34,459 24,385
Deduct: dividends........................................ 25,400 15,000
other changes.................................... --- 2,079
-------- --------
At end of period.......................................... $ 9,059 $ 7,306
======== ========
See Notes to Condensed Financial Statements.
1
<PAGE>
Bell Atlantic - West Virginia, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
- -----------------------------------
Assets
- -----------------------------------
March 31, December 31,
1998 1997
---------- ------------
CURRENT ASSETS
Short-term investments......................... $ 10,115 $ 8,378
Note receivable from affiliate................. 45,593 59,646
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $6,376 and $5,177......... 86,213 94,460
Affiliates................................... 6,628 6,019
Material and supplies.......................... 7,396 7,262
Prepaid expenses............................... 2,803 3,697
Other.......................................... 174 320
---------- ----------
158,922 179,782
---------- ----------
PLANT, PROPERTY AND EQUIPMENT.................. 1,782,754 1,742,837
Less accumulated depreciation.................. 1,057,583 1,032,176
---------- ----------
725,171 710,661
---------- ----------
OTHER ASSETS................................... 6,729 18,055
---------- ----------
TOTAL ASSETS................................... $ 890,822 $ 908,498
========== ==========
See Notes to Condensed Financial Statements.
2
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Bell Atlantic - West Virginia, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
- -----------------------------------------------
Liabilities and Shareowner's Investment
- -----------------------------------------------
March 31, December 31,
1998 1997
-------- ------------
CURRENT LIABILITIES
Debt maturing within one year.................. $ 157 $ 48
Accounts payable and accrued liabilities:
Affiliates................................... 54,161 56,572
Other........................................ 88,191 96,336
Other liabilities.............................. 19,075 18,675
-------- ------------
161,584 171,631
-------- ------------
LONG-TERM DEBT................................. 264,495 264,126
-------- ------------
EMPLOYEE BENEFIT OBLIGATIONS................... 132,999 135,991
-------- ------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes.......................... 18,638 17,933
Unamortized investment tax credits............. 6,434 6,733
Other.......................................... 26,129 27,301
-------- ------------
51,201 51,967
-------- ------------
SHAREOWNER'S INVESTMENT
Common stock - one share, owned by parent, at
stated value................................. 264,065 264,065
Capital surplus................................ 7,419 7,419
Reinvested earnings............................ 9,059 13,299
-------- ------------
280,543 284,783
-------- ------------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $890,822 $908,498
======== ============
See Notes to Condensed Financial Statements.
3
<PAGE>
Bell Atlantic - West Virginia, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
Three months ended
March 31,
--------------------------
1998 1997
--------- ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES.......... $ 60,802 $ 57,273
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments............... (1,737) (1,000)
Additions to plant, property and equipment......... (44,295) (20,999)
Net change in note receivable from affiliate....... 14,053 (21,346)
Other, net......................................... (398) (81)
-------- --------
Net cash used in investing activities.............. (32,377) (43,426)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations.. (40) (10)
Dividends paid..................................... (25,400) (15,000)
Net change in outstanding checks drawn
on controlled disbursement accounts.............. (2,985) 1,163
-------- --------
Net cash used in financing activities.............. (28,425) (13,847)
-------- --------
NET CHANGE IN CASH................................. --- ---
CASH, BEGINNING OF PERIOD.......................... --- ---
-------- --------
CASH, END OF PERIOD................................ $ --- $ ---
======== ========
See Notes to Condensed Financial Statements.
4
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Bell Atlantic - West Virginia, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
- --------------------------------------------------------------------------------
Bell Atlantic - West Virginia, 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 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. 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 included in the Company's 1997
Form 10-K.
The Company has reclassified certain amounts from prior year's data to
conform with the 1998 presentation.
2. Dividend
- --------------------------------------------------------------------------------
On May 1, 1998, the Company declared and paid a dividend in the amount of
$23,000,000 to Bell Atlantic.
3. 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.
4. Recent Accounting Pronouncement
- --------------------------------------------------------------------------------
In March 1998, the American Institute of Certified Public Accountants issued
Statement of Position No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use," (SOP 98-1). The Company is required to
adopt SOP 98-1 effective January 1, 1999, although earlier adoption is
permitted. SOP 98-1 provides, among other things, guidance for determining
whether computer software is for internal use and when the cost related to such
software should be expensed as incurred or capitalized and amortized. The
Company is currently evaluating the provisions of SOP 98-1 and has not yet
determined what the impact of adopting this statement will be on its future
results of operations or financial position.
5
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BELL ATLANTIC - WEST VIRGINIA, 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 $21,160,000 for the three month period
ended March 31, 1998, compared to net income of $19,744,000 for the same period
in 1997.
Items affecting the comparison of the Company's results of operations for
the three month periods ended March 31, 1998 and 1997 are discussed in the
following sections. This Management's Discussion and Analysis should also be
read in conjunction with the Company's 1997 Annual Report on Form 10-K.
- -----------------------------------
Operating Revenue Statstics
- -----------------------------------
1998 1997 % Change
- --------------------------------------------------------------------------------
At March 31
- -----------
Access Lines in Service (in thousands)*
Residence............................. 595 580 2.6%
Business.............................. 217 200 8.5
Public................................ 10 10 ---
---- ----
822 790 4.1
==== ====
Three Month Period Ended March 31
- ---------------------------------
Access Minutes of Use (in millions)... 787 739 6.5
==== ====
* 1997 reflects a restatement of access lines in service to include Primary Rate
ISDN (Integrated Services Digital Network) channels.
OPERATING REVENUES
- ------------------
(Dollars in Thousands)
Three Month Period Ended March 31 1998 1997
- --------------------------------------------------------------------------------
Local services...................... $ 80,616 $ 77,285
Network access services............. 44,613 43,445
Long distance services.............. 10,894 13,457
Ancillary services.................. 8,743 7,813
Directory and information services.. 1,121 976
-------- --------
Total............................... $145,987 $142,976
======== ========
6
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Bell Atlantic - West Virginia, Inc.
LOCAL SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $3,331 4.3%
- --------------------------------------------------------------------------------
Local services 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.
Higher usage of the Company's network facilities was the primary reason for
the increase in local services revenues in the first quarter of 1998. This
growth was generated by an increase in access lines in service of 4.1% from
March 31, 1997. Access line growth reflects primarily higher demand for Centrex
services and an increase in additional residential lines. Higher revenues from
private line and switched data services also contributed to the revenue growth
in the first quarter of 1998.
The Company also recognized higher revenues from public telephone services
principally as a result of price increases for usage of the Company's pay
phones. Growth in revenues from value-added services resulting from higher
customer demand and usage was more than offset by the elimination of Touch-Tone
service charges, effective December 31, 1997. The elimination of these Touch-
Tone service charges is expected to reduce annual revenues by approximately
$4,000,000.
NETWORK ACCESS SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $1,168 2.7%
- --------------------------------------------------------------------------------
Network access services revenues are earned from carriers for their use of
the Company's local exchange facilities in providing usage services to their
customers. In addition, end-user subscribers pay flat rate access fees to
connect to the Company's network.
Network access services revenues grew in the first quarter of 1998
primarily as a result of higher customer demand as reflected by growth in access
minutes of use of 6.5% from March 31, 1997. Volume growth was boosted by the
expansion of the business market, particularly for high-capacity services.
Demand for special access services grew as Internet service providers and other
high-capacity users increased their utilization of the Company's network. Growth
in access revenues also reflects higher network usage by alternative providers
of intraLATA toll services. In addition, higher end-user revenues attributable
to an increase in access lines in service contributed to revenue growth in the
first quarter of 1998.
Volume-related growth was partially offset by net price reductions mandated
by a federal price cap plan. Price decreases of approximately $9,000,000
annually were implemented under the Federal Communications Commission's (FCC)
Interim Price Cap Plan, effective July 1, 1997. An additional price reduction of
$700,000 was implemented in December 1997, following the resolution of certain
issues previously under review by the FCC. The rates included in the 1997
filings will be in effect through June 1998. In addition, effective January 1,
1998, the Company increased its annual rates to recover contributions that it
owes to the new universal service fund. These revenues are being entirely offset
by the universal service fund contribution amount, which is included in Other
Operating Expenses. Under an FCC order, all providers of telecommunications
services must contribute to a universal service fund. The new rules create a
multi-billion dollar interstate fund for linking schools and libraries to the
Internet and subsidizing low-income consumers and rural health care providers.
Finally, the Company increased certain end-user subscriber line rates, effective
January 1, 1998, as ordered by the FCC.
7
<PAGE>
Bell Atlantic - West Virginia, Inc.
LONG DISTANCE SERVICES REVENUES
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(2,563) (19.0)%
- --------------------------------------------------------------------------------
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). Other long distance services that the Company provides
include 800 services and Wide Area Telephone Service (WATS).
Long distance services revenues declined in the first quarter of 1998 due
to increased competition for intraLATA toll services as a result of the
introduction of presubscription in August 1997. Presubscription permits
customers to use an alternative provider of their choice for intraLATA toll
calls without dialing a special access code when placing a call. Toll message
volumes declined by 10.8% from March 31, 1997, principally as a result of
presubscription. The adverse impact on revenues as a result of presubscription
was partially mitigated by increased network access services revenues for usage
of the Company's network from these alternative providers. Long distance
services revenues were also negatively affected by customers switching to
discount calling plans.
ANCILLARY SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $930 11.9%
- --------------------------------------------------------------------------------
The Company provides ancillary services which include billing and
collection services provided to long distance carriers and affiliates, customers
premises equipment (CPE) services, facilities rental services for affiliates and
nonaffiliates, sales of materials and supplies to affiliates and voice messaging
services.
Ancillary services revenues grew in the first quarter of 1998 primarily as
a result of increased demand by long distance carriers and affiliates for
billing and collection services.
DIRECTORY AND INFORMATION SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $145 14.9%
- --------------------------------------------------------------------------------
Directory and information services revenues are earned primarily from fees
for nonpublication of telephone numbers, multiple white page listings and usage
of directory listings.
The increase in directory and information services revenues was principally
due to higher revenues earned from an affiliate for the usage of the Company's
directory listings.
8
<PAGE>
Bell Atlantic - West Virginia, Inc.
OPERATING EXPENSES
- ------------------
(Dollars in Thousands)
Three Month Period Ended March 31 1998 1997
- --------------------------------------------------------------------------------
Employee costs, including benefits and taxes.. $ 26,533 $ 24,933
Depreciation and amortization................. 30,672 31,188
Taxes other than income....................... 7,604 7,625
Other operating expenses...................... 42,199 42,693
-------- --------
Total......................................... $107,008 $106,439
======== ========
EMPLOYEE COSTS
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $1,600 6.4%
- --------------------------------------------------------------------------------
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 increase in employee costs was attributable to higher overtime pay
resulting from the winter storms experienced in the first quarter of 1998,
annual salary and wage increases for management and associate employees and the
effect of higher work force levels. Employee costs were also higher as a result
of additional costs billed by an affiliate for a centralized repair and
maintenance center. These increases were partially offset by lower pension and
benefit costs. The reduction in pension and benefit costs was caused by a
number of factors, including changes in actuarial assumptions, favorable pension
plan asset returns and lower than expected medical claims.
Associate employee wages and pension and other employee benefits are
determined under a contract ratified by the Communications Workers of America
(CWA), the union representing associate employees of the Company. The contract
with the CWA will expire in August 1998.
DEPRECIATION AND AMORTIZATION
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(516) (1.7)%
- --------------------------------------------------------------------------------
Depreciation and amortization expense decreased in the first quarter of
1998 over the same period in 1997 principally due to the effect of lower rates
of depreciation and amortization. This decrease was substantially offset by
additional expense resulting from growth in depreciable telephone plant.
TAXES OTHER THAN INCOME
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(21) (.3)%
- --------------------------------------------------------------------------------
Taxes other than income consist principally of taxes for gross receipts,
property, capital stock and business licenses.
The decrease in taxes other than income was largely attributable to a
reduction in property taxes primarily resulting from lower estimated property
assessments. This reduction was substantially offset by higher gross receipts
taxes resulting from an increase in the revenue tax base.
9
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Bell Atlantic - West Virginia, Inc.
OTHER OPERATING EXPENSES
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(494) (1.2)%
- --------------------------------------------------------------------------------
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.
The decrease in other operating expenses was largely attributable to lower
costs for rent and contract services. The reduction in contract services was
due, in part, to the disposition of Bell Atlantic's ownership interest in Bell
Communications Research Inc. (Bellcore) in November 1997. The Company continues
to contract with Bellcore for technical and support services, but to a lesser
extent. The Company also recognized lower centralized services expenses
allocated from NSI primarily as a result of lower pension and benefit costs
incurred by NSI. The reduction in centralized services expenses was partially
offset by transition and integration costs allocated to the Company in
connection with the merger of Bell Atlantic and NYNEX Corporation. In addition,
lower costs for uncollectible accounts receivable associated with the Company's
billing and collection services contributed to the decrease in other operating
expenses.
These decreases were partially offset by higher network software purchases
and by the Company's contribution to the federal universal service fund, as
described earlier.
OTHER INCOME, NET
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $183 32.1%
- --------------------------------------------------------------------------------
The change in other income, net, was attributable to higher interest income
associated with a note receivable from an affiliate and additional interest
income resulting from the purchase of short-term investments to pre-fund a trust
for the payment of certain employee benefits.
INTEREST EXPENSE
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(206) (4.5)%
- --------------------------------------------------------------------------------
Interest expense decreased in the first quarter of 1998 principally due to
higher capitalized interest costs resulting from higher levels of average
telephone plant under construction.
EFFECTIVE INCOME TAX RATES
Three Months Ended March 31
- --------------------------------------------------------------------------------
1998 40.2%
- --------------------------------------------------------------------------------
1997 39.4%
- --------------------------------------------------------------------------------
The effective income tax rate is the provision for income taxes as a
percentage of income before the provision for income taxes. The Company's
effective income tax rate was higher in the first quarter of 1998 principally as
a result of prior year adjustments.
10
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Bell Atlantic - West Virginia, Inc.
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 March
31, 1998, 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.
As of March 31, 1998, the Company had $69,600,000 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 48.5% as of March 31, 1998, compared to 48.6%
as of March 31, 1997 and 48.1% as of December 31, 1997.
On May 1, 1998, the Company declared and paid a dividend in the amount of
$23,000,000 to Bell Atlantic.
11
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Bell Atlantic - West Virginia, Inc.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
There were no proceedings reportable under this Item.
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, 1998.
12
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Bell Atlantic - West Virginia, 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 - WEST VIRGINIA, INC.
Date: May 11, 1998 By /s/ Edwin F. Hall
---------------------------------------
Edwin F. Hall
Principal Financial Officer
and Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 5, 1998.
13
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
STATEMENT OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND THE BALANCE
SHEET AT MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 10,115
<SECURITIES> 0
<RECEIVABLES> 92,589
<ALLOWANCES> 6,376
<INVENTORY> 7,396
<CURRENT-ASSETS> 158,922
<PP&E> 1,782,754
<DEPRECIATION> 1,057,583
<TOTAL-ASSETS> 890,822
<CURRENT-LIABILITIES> 161,584
<BONDS> 264,495
0
0
<COMMON> 264,065
<OTHER-SE> 16,478
<TOTAL-LIABILITY-AND-EQUITY> 890,822
<SALES> 0
<TOTAL-REVENUES> 145,987
<CGS> 0
<TOTAL-COSTS> 107,008
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,330
<INCOME-PRETAX> 35,402
<INCOME-TAX> 14,242
<INCOME-CONTINUING> 21,160
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 21,160
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
