<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 June 30, 1999
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
------- ------
<PAGE>
Bell Atlantic - West Virginia, Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED STATEMENTS OF INCOME
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------------------------------------------------
1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES (including $9,840,
$8,968, $19,043 and $17,869 from affiliates) $153,961 $149,058 $305,326 $295,045
--------------------------------------------------------------------
OPERATING EXPENSES
Employee costs, including benefits and taxes 23,788 25,561 47,284 52,094
Depreciation and amortization 31,858 31,647 63,155 62,319
Other (including $29,076, $31,160
$56,173 and $59,516 to affiliates) 47,844 54,568 95,824 104,371
--------------------------------------------------------------------
103,490 111,776 206,263 218,784
--------------------------------------------------------------------
OPERATING INCOME 50,471 37,282 99,063 76,261
OTHER INCOME, NET (including $15,
$347, $43 and $1,014 from affiliates) 79 1,036 242 1,789
INTEREST EXPENSE (including $340, $48
$637 and $48 to affiliate) 4,143 4,240 8,264 8,570
--------------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES
AND EXTRAORDINARY ITEM 46,407 34,078 91,041 69,480
PROVISION FOR INCOME TAXES 18,805 13,797 32,846 28,039
--------------------------------------------------------------------
INCOME BEFORE EXTRAORDINARY ITEM 27,602 20,281 58,195 41,441
EXTRAORDINARY ITEM
Early extinguishment of debt, net of tax --- (263) --- (263)
--------------------------------------------------------------------
NET INCOME $ 27,602 $ 20,018 $ 58,195 $ 41,178
====================================================================
</TABLE>
See Notes to Condensed Financial Statements.
1
<PAGE>
Bell Atlantic - West Virginia, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
ASSETS
------
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT ASSETS
Short-term investments $ 2,826 $ 8,478
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $8,961 and $7,315 101,279 98,724
Affiliates 7,096 6,407
Material and supplies 3,704 5,604
Prepaid expenses 12,040 3,036
Deferred income taxes 1,463 1,082
Other 1,699 ---
----------------------------------------
130,107 123,331
----------------------------------------
PLANT, PROPERTY AND EQUIPMENT 1,910,041 1,852,670
Less accumulated depreciation 1,179,025 1,133,798
----------------------------------------
731,016 718,872
----------------------------------------
OTHER ASSETS 10,459 5,269
----------------------------------------
TOTAL ASSETS $ 871,582 $ 847,472
========================================
</TABLE>
See Notes to Condensed Financial Statements.
2
<PAGE>
Bell Atlantic - West Virginia, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in Thousands)
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate $ 40,256 $ 11,039
Other 25,171 165
Accounts payable and accrued liabilities:
Affiliates 42,411 63,862
Other 87,807 73,671
Other liabilities 13,262 15,902
-------------------------------------------
208,907 164,639
-------------------------------------------
LONG-TERM DEBT 199,448 224,476
-------------------------------------------
EMPLOYEE BENEFIT OBLIGATIONS 110,845 119,260
-------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes 30,090 25,251
Unamortized investment tax credits 5,045 5,539
Other 23,775 25,030
-------------------------------------------
58,910 55,820
-------------------------------------------
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 22,140 11,945
Accumulated other comprehensive loss (152) (152)
-------------------------------------------
293,472 283,277
-------------------------------------------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT $871,582 $847,472
===========================================
</TABLE>
See Notes to Condensed Financial Statements.
3
<PAGE>
Bell Atlantic - West Virginia, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended
June 30,
-------------------------------------------
1999 1998
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 82,280 $ 97,618
-------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments 5,652 2,494
Additions to plant, property and equipment (72,649) (80,005)
Net change in note receivable from affiliate --- 59,646
Other, net (179) 515
-------------------------------------------
Net cash used in investing activities (67,176) (17,350)
-------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations (81) (78)
Early extinguishment of debt --- (40,000)
Net change in note payable to affiliate 29,217 9,344
Dividends paid (48,000) (48,400)
Net change in outstanding checks drawn
on controlled disbursement accounts 3,760 (1,134)
-------------------------------------------
Net cash used in financing activities (15,104) (80,268)
-------------------------------------------
NET CHANGE IN CASH --- ---
CASH, BEGINNING OF PERIOD --- ---
-------------------------------------------
CASH, END OF PERIOD $ --- $ ---
===========================================
</TABLE>
See Notes to Condensed Financial Statements.
4
<PAGE>
Bell Atlantic - West Virginia, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Bell Atlantic - West Virginia, Inc. 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 that 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, you should refer to the financial statements included in our Annual
Report on Form 10-K for the year ended December 31, 1998.
We have reclassified certain amounts from the prior year's data to conform
to the 1999 presentation.
2. Dividend
On August 2, 1999, we declared and paid a dividend in the amount of
$22,000,000 to Bell Atlantic.
3. New Accounting Standards
Costs of Computer Software
Effective January 1, 1999, we adopted Statement of Position (SOP) No. 98-1,
"Accounting for the Costs of Computer Software Developed or Obtained for
Internal Use." Under SOP No. 98-1, we capitalize the cost of internal-use
software which has a useful life in excess of one year. Subsequent additions,
modifications or upgrades to internal-use software are capitalized only to the
extent that they allow the software to perform a task it previously did not
perform. Software maintenance and training costs are expensed in the period in
which they are incurred. Also, we now capitalize interest associated with the
development of internal-use software. The effect of adopting SOP No. 98-1 for
Bell Atlantic was an increase in net income of approximately $115 million for
the six months ended June 30, 1999.
Costs of Start-Up Activities
Effective January 1, 1999, we adopted SOP No. 98-5, "Reporting on the
Costs of Start-up Activities." Under this accounting standard, we expense costs
of start-up activities as incurred, including pre-operating, pre-opening and
other organizational costs. The adoption of SOP No. 98-5 did not have a material
effect on our results of operations or financial condition because we have not
historically capitalized start-up activities.
Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities." This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on our balance sheet. Changes in the fair values of derivative
instruments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments. The FASB
amended this pronouncement in June 1999 to defer the effective date of SFAS No.
133 for one year.
Under the amended pronouncement, we must adopt SFAS No. 133 no later than
January 1, 2001. The adoption of SFAS No. 133 will have no material effect on
our results of operations or financial condition because we currently do not
enter into the use of derivative instruments or participate in hedging
activities.
5
<PAGE>
Bell Atlantic - West Virginia, Inc.
4. Shareowner's Investment
<TABLE>
<CAPTION>
Accumulated
Other
Common Capital Reinvested Comprehensive
(Dollars in Thousands) Stock Surplus Earnings Loss
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balance at December 31, 1998 $264,065 $7,419 $11,945 $(152)
Net income 58,195
Dividends paid to Bell Atlantic (48,000)
-------------------------------------------------------------
Balance at June 30, 1999 $264,065 $7,419 $22,140 $(152)
=============================================================
</TABLE>
Net income and comprehensive income were the same for the six months ended
June 30, 1999 and 1998.
5. Litigation and Other Contingencies
Various legal actions and regulatory proceedings are pending to which we
are a party. We have established reserves for specific liabilities in connection
with regulatory and legal matters that we currently deem to be probable and
estimable. We do not expect that the ultimate resolution of pending regulatory
and legal matters in future periods will have a material effect on our financial
condition, but it could have a material effect on our results of operations.
6. Proposed Bell Atlantic - GTE Merger
Bell Atlantic and GTE Corporation (GTE) have announced a proposed merger
of equals under a definitive merger agreement dated as of July 27, 1998. Under
the terms of the agreement, GTE shareholders will receive 1.22 shares of Bell
Atlantic common stock for each share of GTE common stock that they own. Bell
Atlantic shareholders will continue to own their existing shares after the
merger.
It is expected that the merger will qualify as a pooling of interests,
which means that for accounting and financial reporting purposes the companies
will be treated as if they had always been combined. At annual meetings held in
May 1999, the shareholders of each company approved the merger. The completion
of the merger is subject to a number of conditions, including certain regulatory
approvals and receipt of opinions that the merger will be tax-free.
Bell Atlantic and GTE are working diligently to complete the merger at the
earliest practicable date. However, the companies must obtain the approval of a
variety of state and federal regulatory agencies and, accordingly, the merger
may close in the first half of 2000.
6
<PAGE>
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
- ---------------------
We reported net income of $58,195,000 for the six months ended June 30,
1999, compared to net income of $41,178,000 for the same period in 1998.
Our results for 1999 and 1998 were affected by special items. The special
items in both periods include our allocated share of charges from Bell Atlantic
Network Services, Inc. (NSI).
The following table shows how special items are reflected in our condensed
statements of income for each period:
<TABLE>
<CAPTION>
(Dollars in Thousands)
Six Months Ended June 30 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Employee Costs
Merger transition costs $ --- $130
Other Operating Expenses
Merger transition costs 6 292
Allocated merger transition costs 731 346
-------------------------------
$737 $768
===============================
</TABLE>
Merger-related Costs
In connection with the Bell Atlantic-NYNEX merger, which was completed in
August 1997, we recorded pre-tax transition and integration costs of $737,000 in
the first six months of 1999 and $768,000 in the first six months of 1998.
Transition and integration costs consist of our proportionate share of
costs associated with integrating the operations of Bell Atlantic and NYNEX,
such as systems modifications costs and advertising and branding costs.
Transition and integration costs are expensed as incurred.
OPERATING REVENUE STATISTICS
- ----------------------------
<TABLE>
<CAPTION>
1999 1998 % Change
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
At June 30
- ----------
Access Lines in Service (in thousands)
Residence 611 596 2.5%
Business 239 220 8.6
Public 10 10 --
-------------------------------
860 826 4.1
===============================
Six Months Ended June 30
- ------------------------
Access Minutes of Use (in millions) 1,726 1,604 7.6
===============================
</TABLE>
7
<PAGE>
Bell Atlantic - West Virginia, Inc.
OPERATING REVENUES
- ------------------
(Dollars in Thousands)
Six Months Ended June 30 1999 1998
- ----------------------------------------------------------------------------
Local services $172,317 $165,594
Network access services 95,840 90,257
Long distance services 15,491 20,328
Ancillary services 21,678 18,866
------------------------------
Total $305,326 $295,045
==============================
LOCAL SERVICES REVENUES
1999 - 1998 Increase
- --------------------------------------------------------------------------------
Six Months $6,723 4.1%
- --------------------------------------------------------------------------------
Local services revenues are earned 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 that expand the utilization of the
network. These services include products such as Caller ID, Call Waiting and
Return Call.
Growth in local services revenues in 1999 was primarily due to higher
usage of our network facilities. This growth was generated, in part, by an
increase in access lines in service of 4.1% from June 30, 1998. Access line
growth primarily reflects higher demand for Centrex services and an increase in
additional residential lines.
Local services revenue growth in 1999 also reflects strong customer demand
and usage of our data transport and digital services. Revenues from our
value-added services were boosted in 1999 by marketing and promotional campaigns
offering new service packages.
Growth in local services revenues was partially offset by a decline in
revenues from our pay phone services, due to the increasing popularity of
wireless communications, and price reductions on local exchange services.
NETWORK ACCESS SERVICES REVENUES
1999 - 1998 Increase
- --------------------------------------------------------------------------------
Six Months $5,583 6.2%
- --------------------------------------------------------------------------------
Network access services revenues are earned from end-user subscribers and
long distance and other competing carriers who use our local exchange facilities
to provide usage services to their customers. Switched access revenues are
derived from fixed and usage-based charges paid by carriers for access to our
local network. Special access revenues originate from carriers and end-users
that buy dedicated local exchange capacity to support their private networks.
End-user access revenues are earned from our customers and from resellers who
purchase dial-tone services.
Network access services revenue growth in 1999 was mainly attributable to
higher customer demand, as reflected by growth in access minutes of use of 7.6%
from the same period in 1998. Volume growth also reflects a continuing expansion
of the business market, particularly for high-capacity services. In 1999, demand
for special access services increased, reflecting a greater utilization of our
network. Higher network usage by alternative providers of intraLATA toll
services and higher end-user revenues attributable to an increase in access
lines in service also contributed to revenue growth in 1999.
Volume-related growth was partially offset by net price reductions
mandated by a federal price cap plan. The Federal Communications Commission
(FCC) regulates the rates that we charge long distance carriers and end-user
subscribers for interstate access services. We are required to file new access
rates with the FCC each year under the rules of the Price Cap Plan.
8
<PAGE>
Bell Atlantic - West Virginia, Inc.
In July 1999, we implemented interstate price decreases of approximately
$800,000 on an annual basis in connection with the FCC's Price Cap Plan. The
rate changes include amounts necessary to recover our contributions to the FCC's
universal service fund, which are included in Other Operating Expenses. The FCC
has created a multi-billion dollar interstate fund to link schools and libraries
to the Internet and to subsidize low-income customers and rural health care
providers. Under the FCC's rules, all providers of interstate telecommunications
services must contribute to the universal service fund. Contributions to the
schools and libraries fund have been assessed based on total interstate and
intrastate retail revenues. As described in Other Matters - FCC Regulation and
Interstate Rates - Universal Service, the U.S. Court of Appeals recently
reversed the decision to include intrastate revenues in the calculation of
contributions to the schools and libraries fund. It also reversed the decision
to require local telephone companies to recover their universal service
contributions through access charges rather than charges to their end-user
customers. Our rates are subject to change every quarter due to potential
increases or decreases in our contribution to the universal service fund. The
July 1999 rate changes include an annual increase of approximately $2,000,000 in
the required contributions to this fund. These rates will be in effect through
June 2000. Interstate price decreases were $2,300,000 on an annual basis for the
period July 1998 through June 1999. These rates were increased by approximately
$1,300,000 on an annual basis for the period January 1999 through June 1999 to
reflect primarily the unification of pre-merger Bell Atlantic and NYNEX access
rates.
LONG DISTANCE SERVICES REVENUES
1999 - 1998 (Decrease)
- --------------------------------------------------------------------------------
Six Months $(4,837) (23.8)%
- --------------------------------------------------------------------------------
Long distance services revenues are earned primarily from calls made to
points outside a customer's local calling area, but within our service area
(intraLATA toll). Other long distance services that we provide include 800
services and Wide Area Telephone Service (WATS).
The decline in long distance services revenues was principally caused by
the competitive effects of presubscription for intraLATA toll services.
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. In response to presubscription, we have implemented customer win-back and
retention initiatives that include toll calling discount packages and product
bundling offers.
ANCILLARY SERVICES REVENUES
1999 - 1998 Increase
- --------------------------------------------------------------------------------
Six Months $2,812 14.9%
- --------------------------------------------------------------------------------
Our ancillary services include such services as billing and collections
for long distance carriers and affiliates, facilities rentals to affiliates and
nonaffiliates, collocation by competitive local exchange carriers, usage of
separately priced (unbundled) components of our network by competitive local
exchange carriers, voice messaging, customer premises equipment (CPE) and wiring
and maintenance services and sales of materials and supplies to affiliates.
Ancillary services revenues also include fees paid by customers for
nonpublication of telephone numbers and multiple white page listings and fees
paid by an affiliate for usage of our directory listings.
Ancillary services revenues were higher in 1999 largely as a result of
increased demand for billing and collection services and higher revenues from
pole rentals to nonaffiliates.
9
<PAGE>
Bell Atlantic - West Virginia, Inc.
OPERATING EXPENSES
- ------------------
(Dollars in Thousands)
<TABLE>
<CAPTION>
Six Months Ended June 30 1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Employee costs, including benefits and taxes $ 47,284 $ 52,094
Depreciation and amortization 63,155 62,319
Other operating expenses 95,824 104,371
---------------------------------------
Total $206,263 $218,784
=======================================
</TABLE>
EMPLOYEE COSTS
1999 - 1998 (Decrease)
- --------------------------------------------------------------------------------
Six Months $(4,810) (9.2)%
- --------------------------------------------------------------------------------
Employee costs consist of salaries, wages and other employee compensation,
employee benefits and payroll taxes paid directly by us. Similar costs incurred
by employees of NSI, who provide centralized services on a contract basis, are
allocated to us and are included in Other Operating Expenses.
Employee costs decreased in the first six months of 1999 primarily as a
result of lower pension and benefit costs, a reduction in associate overtime pay
and the effect of lower work force levels. Annual salary and wage increases for
management and associate employees partially offset these cost reductions.
The decline in pension and benefit costs was due to a number of factors,
principally, lower pension costs as a result of favorable pension plan
investment returns and changes in plan provisions and actuarial assumptions.
These factors were partially offset by increased health care costs caused by
inflation and benefit plan improvements provided for under new contracts with
associate employees.
DEPRECIATION AND AMORTIZATION
1999 - 1998 Increase
- --------------------------------------------------------------------------------
Six Months $836 1.3%
- --------------------------------------------------------------------------------
Depreciation and amortization expense increased in the first six months of
1999 over the same period in 1998 principally as a result of growth in
depreciable telephone plant and changes in the mix of plant assets. The adoption
of Statement of Position (SOP) No. 98-1, "Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use" also contributed to the
increase in depreciation and amortization expense in the first six months of
1999, but to a lesser extent. Under this new accounting standard, computer
software developed or obtained for internal use is now capitalized and
amortized. Previously, we expensed most of these software purchases as incurred.
For additional information on SOP No. 98-1, see Note 3 to the condensed
financial statements. These expense increases were partially offset by the
effect of lower rates of depreciation.
OTHER OPERATING EXPENSES
1999 - 1998 (Decrease)
- --------------------------------------------------------------------------------
Six Months $(8,547) (8.2)%
- --------------------------------------------------------------------------------
Other operating expenses consist 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.
The decrease in other operating expenses in the first six months of 1999
was largely attributable to the effect of adopting SOP No. 98-1. Lower
interconnection payments to competitive local exchange and other carriers to
terminate calls on their networks (reciprocal compensation) and a reduction in
centralized services expenses allocated from NSI, primarily as a result of lower
employee costs incurred by NSI, also contributed to the decline in other
operating expenses.
10
<PAGE>
Bell Atlantic - West Virginia, Inc.
OTHER INCOME, NET
1999 - 1998 (Decrease)
- --------------------------------------------------------------------------------
Six Months $(1,547) (86.5)%
- --------------------------------------------------------------------------------
The change in other income, net, was attributable to the recognition of
interest income in the first six months of 1998 associated with a note
receivable from an affiliate and in connection with the settlement of
tax-related matters.
INTEREST EXPENSE
1999 - 1998 (Decrease)
- --------------------------------------------------------------------------------
Six Months $(306) (3.6)%
- --------------------------------------------------------------------------------
Interest expense includes costs associated with borrowings and capital
leases, net of interest capitalized as a cost of acquiring or constructing plant
assets.
Interest expense decreased in the first six months of 1999 primarily as a
result of refinancing long-term debt with short-term debt at a more favorable
interest rate. This decrease was partially offset by a reduction in capitalized
interest costs primarily resulting from lower levels of average telephone plant
under construction.
EFFECTIVE INCOME TAX RATES
Six Months Ended June 30
- --------------------------------------------------------------------------------
1999 36.1%
- --------------------------------------------------------------------------------
1998 40.4%
- --------------------------------------------------------------------------------
The effective income tax rate is the provision for income taxes as a
percentage of income before the provision for income taxes and extraordinary
item. Our effective income tax rate was lower in the first six months of 1999
principally due to state income tax benefits recorded in 1999.
FINANCIAL CONDITION
- -------------------
We use 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 June 30,
1999 and 1998 and December 31, 1998, our 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 our capital structure to ensure financial flexibility.
As of June 30, 1999, we had $29,344,000 of an unused line of credit with
an affiliate, Bell Atlantic Network Funding Corporation. In addition, we had
$50,000,000 remaining under a shelf registration statement filed with the
Securities and Exchange Commission for the issuance of unsecured debt
securities. Our debt securities continue to be accorded high ratings by primary
rating agencies. Subsequent to the announcement of the Bell Atlantic - GTE
merger, rating agencies have maintained current credit ratings, but have placed
our ratings under review for potential downgrade.
Our debt ratio was 47.4% at June 30, 1999, compared to 45.7% at June 30,
1998 and 45.4% at December 31, 1998.
On August 2, 1999, we declared and paid a dividend in the amount of
$22,000,000 to Bell Atlantic.
11
<PAGE>
Bell Atlantic - West Virginia, Inc.
OTHER MATTERS
- -------------
FCC Regulation and Interstate Rates
Price Caps
In May 1999, the U.S. Court of Appeals reversed the FCC's establishment of a
6.5% productivity factor in calculating the annual price cap index applied to
our interstate access rates. The court directed the FCC to reconsider and
explain the methods used in selecting the productivity factor. The court granted
the FCC a stay of its order, however, until April 1, 2000. As a result, our
annual price cap filing effective July 1, 1999 includes the effects of the FCC's
6.5% productivity factor (see Operating Revenues - Network Access Services).
Universal Service
On July 30, 1999, the U.S. Court of Appeals reversed certain aspects of the
FCC's universal service order. While the court generally upheld the FCC's rules
creating a fund to support service to schools and libraries, it reversed that
portion of the rules that included intrastate revenues as part of the basis for
assessing contributions to that fund. The court also reversed the portion of the
FCC's order that required local telephone companies to recover their universal
service contributions generally through increases to their interstate access
revenues, rather than through charges directly to their end-user customers.
Recent Accounting Pronouncement - Derivatives and Hedging Activities
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires that all
derivatives be measured at fair value and recognized as either assets or
liabilities on our balance sheet. Changes in the fair values of the derivative
instruments will be recognized in either earnings or comprehensive income,
depending on the designated use and effectiveness of the instruments. The FASB
amended this pronouncement in June 1999 to defer the effective date of SFAS No.
133 for one year.
Under the amended pronouncement, we must adopt SFAS No. 133 no later than
January 1, 2001. The adoption of SFAS No. 133 will have no material effect on
our results of operations or financial condition because we currently do not
enter into the use of derivative instruments or participate in hedging
activities.
Year "2000" Update
Bell Atlantic has a comprehensive program to evaluate and address the
impact of the Year 2000 date transition on its subsidiaries' operations,
including our operations. This program includes steps to:
. inventory and assess for Year 2000 compliance our equipment, software
and systems;
. determine whether to remediate, replace or retire noncompliant items,
and establish a plan to accomplish these steps;
. remediate, replace or retire the items;
. test the items, where required; and
. provide management with reporting and issues management to support a
seamless transition to the Year 2000.
State of Readiness
For Bell Atlantic's operating telephone subsidiaries, centralized services
entities and general corporate operations, the program focuses on the
following project groups: Network Elements, Applications and Support Systems,
and Information Technology Infrastructure. Bell Atlantic's goal for these
operations was to have its network and other mission critical systems Year
2000 compliant (including testing) by June 30, 1999 and it has substantially
met this goal. What follows is a more detailed breakdown of Bell Atlantic's
efforts to date.
. Network Elements
Approximately 350 different types of network elements (such as central office
switches) appear in over one hundred thousand instances. When combined in
various ways and using network application systems, these elements are the
building blocks of customer services and networked information transmission
of all kinds. Bell Atlantic originally assessed approximately 70% of these
element types, representing over 90% of all deployed network elements, as
Year 2000 compliant. As of July 31, 1999, Bell Atlantic has completed the
repair/replacement for approximately 99% of deployed
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Bell Atlantic - West Virginia, Inc.
network elements requiring remediation. Bell Atlantic's plan is to
remediate/replace or where applicable retire, the remaining elements prior to
August 31, 1999, with the following exceptions: two element types which are
planned for remediation/replacement in September, and a single switch in New
York which, under an agreement with the New York Public Service Commission,
is scheduled to be retired later this year.
. Application and Support Systems
Bell Atlantic has approximately 1,200 application and systems that support:
(i) the administration and maintenance of its network and customer service
functions (network information systems); (ii) customer care and billing
functions; and (iii) human resources, finance and general corporate
functions. Bell Atlantic originally assessed approximately 48% of these
application and support systems as either compliant or to be retired. As of
July 31, 1999, Bell Atlantic has successfully completed repair/replacement of
more than 99% of all mission critical application and support systems. The
remaining systems are scheduled for remediation/replacement or retirement
prior to August 31, 1999, with the exception of certain accounting subsystems
scheduled for replacement in October 1999.
. Information Technology Infrastructure
Approximately 40 mainframe, 1,000 mid-range, and 90,000 personal computers,
related network components, and software products comprise Bell Atlantic's
information technology (IT) infrastructure. Of the approximately 1,350 unique
types of elements in the inventory for the IT infrastructure, Bell Atlantic
originally assessed approximately 73% as compliant or to be retired. As of
July 31, 1999, Bell Atlantic has successfully completed
remediation/replacement of all mission critical elements.
Bell Atlantic's project to remediate/replace or retire mission critical
systems supporting buildings and other facilities used by its operating
telephone subsidiaries, such as HVAC, access control and alarm systems, is now
complete and its efforts to remediate/replace or retire any other Bell Atlantic
mission critical system used by those subsidiaries are virtually complete, with
only a small number of such systems still requiring attention. Work on these few
miscellaneous systems is expected to be completed by the end of September.
Remediation/replacement or retirement of non-mission critical systems, where
applicable, and supplemental testing and verification/correction activities,
for both mission critical and non-mission critical systems, are likely to
continue throughout the balance of 1999.
Third Party Issues
. Vendors
In general, Bell Atlantic's product vendors have made available either Year
2000-compliant versions of their offerings or new compliant products as
replacements of discontinued offerings. The compliance "status" of a given
product is typically determined using multiple sources of information,
including Bell Atlantic's own internal testing and analysis. However, in
some instances certification is based on detailed test results or similar
information provided by the product vendor and analysis by Bell Atlantic or
contractors specializing in this type of review. Bell Atlantic is also
continuing Year 2000-related discussions with utilities and similar
services providers. Although Bell Atlantic has received assurances and
other information suggesting that substantially all of its primary services
providers have completed or are well along in their respective Year 2000
projects, Bell Atlantic does not usually have sufficient access to or
control over the providers' systems and equipment to undertake verification
efforts as to such systems and equipment, and as a general matter, it would
be impractical to do so. Bell Atlantic has also participated in
interoperability testing of various mission critical network elements,
purchased from a number of vendors, through the Telco Year 2000 Forum, an
industry group comprised of leading local telecommunications services
companies. Bell Atlantic intends to monitor critical service provider
activities, as appropriate, through the completion of their respective
remediation projects.
. Customers
Bell Atlantic's customers remain keenly interested in the progress of its
Year 2000 efforts, and it anticipates increased demand for information,
including detailed testing data and company-specific responses. Bell
Atlantic is providing limited warranties of Year 2000 compliance for
certain new telecommunications services and other offerings, but it does
not expect any resulting warranty costs to be material.
. Interconnecting Carriers
Bell Atlantic's network operations interconnect with domestic and
international networks of other carriers. If one of these interconnecting
carrier networks should fail or suffer adverse impact from a Year 2000
problem, Bell Atlantic's customers could experience impairment of service.
Bell Atlantic has participated in various internetworking testing efforts,
as a
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Bell Atlantic - West Virginia, Inc.
member of the Association for Telecommunications Industry Solutions (ATIS),
the Cellular Telecommunications Industry Association (CTIA) and the
International Telecommunications Union (ITU). Bell Atlantic intends to
monitor the activities of the primary interconnecting carriers through the
completion of their respective remediation projects.
Costs
From the inception of Bell Atlantic's Year 2000 project through June 30,
1999, and based on the cost tracking methods it has historically applied to this
project, Bell Atlantic has incurred total pre-tax expenses of approximately $180
million, and it has made capital expenditures of approximately $116 million. For
1999, Bell Atlantic expects to incur total pre-tax expenses for its Year 2000
project of approximately $75 million to $150 million (approximately $58 million
of which was incurred through June 30, 1999) and total capital expenditures of
$75 million to $125 million (approximately $36 million of which was incurred
through June 30, 1999). Bell Atlantic anticipates that the balance of the costs
incurred for 1999 will be primarily attributable to additional testing and
verification/correction, rollover transition management, contingency planning
and repair/replacement of non-mission critical systems. These cost estimates
should not be used as the sole gauge of progress on its Year 2000 project or as
an indication of Year 2000 readiness.
Risks
The failure to correct a material Year 2000 problem could cause an
interruption or failure of certain of Bell Atlantic's normal business functions
or operations, which could have a material adverse effect on its results of
operations, liquidity or financial condition; however, it considers such a
likelihood remote. Due to the uncertainty inherent in other Year 2000 issues
that are ultimately beyond Bell Atlantic's control, including, for example, the
final Year 2000 readiness of its suppliers, customers, interconnecting carriers,
and joint venture and investment interests, it is unable to determine at this
time the likelihood of a material impact on its results of operations, liquidity
or financial condition due to such Year 2000 issues. However, Bell Atlantic is
taking appropriate prudent measures to mitigate that risk. Bell Atlantic
anticipates that, in the event of material interruption or failure of its
service resulting from an actual or perceived Year 2000 problem within or beyond
its control, it could be subject to third party claims.
Contingency Plans
As a public telecommunications carrier, Bell Atlantic has had considerable
experience successfully dealing with natural disasters and other events
requiring contingency planning and execution. Bell Atlantic's Year 2000
contingency plans are built upon its existing Emergency Preparedness and
Disaster Recovery plans.
Bell Atlantic will continue to fine-tune and test its corporate Year 2000
contingency plans to help ensure that core business functions and key support
processes will continue to function without material disruption, in the event of
external (e.g. power, public transportation, water), internal or supply chain
failures (i.e. critical dependencies on another entity for information, data or
services). Bell Atlantic's individual business unit contingency plans for Year
2000 are being integrated and coordinated under an enterprise wide command and
control structure.
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Bell Atlantic - West Virginia, Inc.
PART II - OTHER INFORMATION
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 June 30, 1999.
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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: August 11, 1999 By /s/ Edwin F. Hall
---------------------------------
Edwin F. Hall
Principal Financial Officer
and Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF AUGUST 6, 1999.
16
<TABLE> <S> <C>
<PAGE>
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
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CONDENSED BALANCE SHEET AT JUNE 30, 1999 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
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