<PAGE>
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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 1-6964
BELL ATLANTIC - VIRGINIA, INC.
A Virginia Corporation I.R.S. Employer Identification No. 54-0167060
600 East Main Street, Richmond, Virginia 23219
Telephone Number (804) 225-6300
-------------------------
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 - Virginia, Inc.
- ------------------------------------
Part I - Financial Information
- ------------------------------------
Item 1. Financial Statements
- --------------------------------------------------------------------------------
CONDENSED STATEMENTS OF INCOME AND REINVESTED EARNINGS
(Unaudited)
(Dollars in Millions)
Three months ended
March 31,
------------------
1998 1997
-------- --------
OPERATING REVENUES
(including $2.3 and $2.8 from affiliates).......... $ 530.8 $ 512.6
-------- --------
OPERATING EXPENSES
Employee costs, including benefits and taxes....... 84.5 83.0
Depreciation and amortization...................... 108.5 106.6
Taxes other than income............................ 14.6 14.6
Other (including $119.2 and $123.2 to affiliates).. 176.2 170.2
-------- --------
383.8 374.4
-------- --------
OPERATING INCOME........................................ 147.0 138.2
OTHER INCOME, NET....................................... .3 .1
INTEREST EXPENSE
(including $1.0 and $.4 to affiliate).............. 16.1 16.1
-------- --------
Income Before Provision for Income Taxes................ 131.2 122.2
PROVISION FOR INCOME TAXES.............................. 50.4 46.9
-------- --------
NET INCOME.............................................. $ 80.8 $ 75.3
======== ========
REINVESTED EARNINGS
At beginning of period............................. $ 140.0 $ 204.8
Add: net income.................................... 80.8 75.3
-------- --------
220.8 280.1
Deduct: dividends.................................. --- 45.2
other changes.............................. --- 12.8
-------- --------
At end of period................................... $ 220.8 $ 222.1
======== ========
See Notes to Condensed Financial Statements.
1
<PAGE>
Bell Atlantic - Virginia, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in Millions)
- ------------------------------------
Assets
- ------------------------------------
March 31, December 31,
1998 1997
---------- -------------
CURRENT ASSETS
Short-term investments....................... $ 31.6 $ 26.0
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $29.2 and $27.6.. 419.8 436.5
Affiliates.............................. 27.7 29.6
Material and supplies........................ 11.2 15.5
Prepaid expenses............................. 11.0 8.9
Deferred income taxes........................ 2.2 3.4
Other........................................ .2 .2
---------- ----------
503.7 520.1
---------- ----------
PLANT, PROPERTY AND EQUIPMENT................ 6,108.1 5,957.0
Less accumulated depreciation................ 3,348.7 3,265.8
---------- ----------
2,759.4 2,691.2
---------- ----------
OTHER ASSETS................................. 49.9 70.5
---------- ----------
TOTAL ASSETS................................. $ 3,313.0 $ 3,281.8
========== ==========
See Notes to Condensed Financial Statements.
2
<PAGE>
Bell Atlantic - Virginia, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars in Millions)
- -----------------------------------------------
Liabilities and Shareowner's Investment
- -----------------------------------------------
March 31, December 31,
1998 1997
--------- ------------
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate........................ $ 49.2 $ 110.7
Other............................................ 1.3 1.3
Accounts payable and accrued liabilities:
Affiliates....................................... 222.2 226.1
Other............................................ 369.8 343.8
Advance billings and customer deposits................ 66.2 61.8
-------- --------
708.7 743.7
-------- --------
LONG-TERM DEBT........................................ 945.5 945.7
-------- --------
EMPLOYEE BENEFIT OBLIGATIONS.......................... 374.5 384.0
-------- --------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes................................. 115.7 107.9
Unamortized investment tax credits.................... 16.5 17.1
Other................................................. 57.6 69.7
-------- --------
189.8 194.7
-------- --------
SHAREOWNER'S INVESTMENT
Common stock - one share, without par value, owned by
parent............................................... 873.7 873.7
Reinvested earnings................................... 220.8 140.0
-------- --------
1,094.5 1,013.7
-------- --------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT......... $3,313.0 $3,281.8
======== ========
See Notes to Condensed Financial Statements.
3
<PAGE>
Bell Atlantic - Virginia, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in Millions)
Three months ended
March 31,
---------------------
1998 1997
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES.......... $ 250.9 $ 240.9
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments............... (5.6) (3.9)
Additions to plant, property and equipment......... (176.5) (100.7)
Net change in note receivable from affiliate....... --- (27.6)
Other, net......................................... (.2) 3.6
-------- --------
Net cash used in investing activities.............. (182.3) (128.6)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations.. (.3) (.3)
Net change in note payable to affiliate............ (61.5) (52.7)
Dividends paid..................................... --- (45.2)
Net change in outstanding checks drawn
on controlled disbursement accounts........... (6.8) (14.1)
-------- --------
Net cash used in financing activities.............. (68.6) (112.3)
-------- --------
NET CHANGE IN CASH................................. --- ---
CASH, BEGINNING OF PERIOD.......................... --- ---
-------- --------
CASH, END OF PERIOD................................ $ --- $ ---
======== ========
See Notes to Condensed Financial Statements.
4
<PAGE>
Bell Atlantic - Virginia, Inc.
Notes To Condensed Financial Statements
(Unaudited)
1. Basis of Presentation
- --------------------------------------------------------------------------------
Bell Atlantic - 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 $73.5
million 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 - 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 $80.8 million for the three month period
ended March 31, 1998, compared to net income of $75.3 million 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 Statistics
- ------------------------------------
1998 1997 % Change
- --------------------------------------------------------------------------------
At March 31
- -----------
Access Lines in Service (in thousands)*
Residence............................... 2,107 2,008 4.9%
Business................................ 1,305 1,231 6.0
Public.................................. 41 41 ---
----- -----
3,453 3,280 5.3
===== =====
Three Month Period Ended March 31
- ---------------------------------
Access Minutes of Use (in millions)........ 3,934 3,652 7.7
===== =====
* 1997 reflects a restatement of access lines in service to include Primary Rate
ISDN (Integrated Services Digital Network) channels.
OPERATING REVENUES
- ------------------
(Dollars in Millions)
Three Month Period Ended March 31 1998 1997
- --------------------------------------------------------------------------------
Local services............................... $285.7 $275.0
Network access services...................... 164.3 160.2
Long distance services....................... 18.4 18.7
Ancillary services........................... 59.3 56.2
Directory and information services........... 3.1 2.5
------ ------
Total........................................ $530.8 $512.6
====== ======
6
<PAGE>
Bell Atlantic - Virginia, Inc.
LOCAL SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $10.7 3.9%
- --------------------------------------------------------------------------------
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 5.3% 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 and
value-added services. Value-added services revenues grew principally as a result
of higher customer demand and usage, while price increases for usage of the
Company's pay phones were the principal reason for the improvement in public
telephone services revenues.
NETWORK ACCESS SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $4.1 2.6%
- --------------------------------------------------------------------------------
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 7.7% 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.
Network access revenues were also higher due to the effect of reclassifying
amounts received from other local exchange carriers for terminating calls on the
Company's network from Ancillary Services Revenues, beginning in 1998. 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 $40 million
annually were implemented under the Federal Communication Commission's (FCC)
Interim Price Cap Plan, effective July 1, 1997. An additional price reduction
of $2.6 million 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 - Virginia, Inc.
LONG DISTANCE SERVICES REVENUES
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(.3) (1.6)%
- --------------------------------------------------------------------------------
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 decreased in the first quarter of 1998
primarily as a result of lower revenues resulting from the effect of customers
switching to discount calling plans. This decrease was substantially offset by
higher revenues generated by an increase of 7.2% in toll message volumes from
March 31, 1997.
ANCILLARY SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $3.1 5.5%
- --------------------------------------------------------------------------------
The Company provides ancillary services which include billing and
collection services provided to long distance carriers and affiliates, customer
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 increased in the first quarter of 1998
principally due to higher levels of CPE sales to federal government customers.
Higher revenues resulting from increased demand by long distance carriers and
affiliates for billing and collection services and increased market penetration
for voice messaging services, principally Home Voice Mail, also contributed to
the growth in ancillary services revenues.
These increases were partially offset by the effect of reclassifying
amounts received from other local exchange carriers for terminating calls on the
Company's network to Network Access Services Revenues, beginning in 1998.
DIRECTORY AND INFORMATION SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $.6 24.0%
- --------------------------------------------------------------------------------
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 - Virginia, Inc.
OPERATING EXPENSES
- ------------------
(Dollars in Millions)
Three Month Period Ended March 31 1998 1997
- --------------------------------------------------------------------------------
Employee costs, including benefits and taxes......... $ 84.5 $ 83.0
Depreciation and amortization........................ 108.5 106.6
Taxes other than income.............................. 14.6 14.6
Other operating expenses............................. 176.2 170.2
------ ------
Total................................................ $383.8 $374.4
====== ======
EMPLOYEE COSTS
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $1.5 1.8%
- --------------------------------------------------------------------------------
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 caused by a combination of annual salary
and wage increases for management and associate employees, the effect of higher
work force levels and an increase in overtime pay. 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 substantially 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 Increase
- --------------------------------------------------------------------------------
First Quarter $1.9 1.8%
- --------------------------------------------------------------------------------
Depreciation and amortization expense increased in the first quarter of
1998 over the same period in 1997 principally as a result of growth in
depreciable telephone plant. This expense increase was substantially offset by
the effect of lower rates of depreciation and amortization.
TAXES OTHER THAN INCOME
1998-1997 Increase/(Decrease)
- --------------------------------------------------------------------------------
First Quarter $--- ---
- --------------------------------------------------------------------------------
Taxes other than income consist principally of taxes for gross receipts,
property, capital stock and business licenses.
Taxes other than income was unchanged from the first quarter of 1997.
9
<PAGE>
Bell Atlantic - Virginia, Inc.
OTHER OPERATING EXPENSES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $6.0 3.5%
- --------------------------------------------------------------------------------
Other operating expenses consist primarily of contract services including
centralized services expenses allocated from NSI, rent, network software costs,
the provision for uncollectible accounts receivable, and other costs.
The increase in other operating expenses was largely attributable to the
Company's contribution to the federal universal service fund, as described
earlier, and higher interconnection charges for terminating calls on the
networks of competitive local exchange and other carriers. Higher costs for
network software purchases, materials and rent also contributed to the increase
in other operating expenses.
These increases were partially offset by lower costs for contract services
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.
OTHER INCOME, NET
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $.2 200.0%
- --------------------------------------------------------------------------------
The change in other income, net, was attributable to additional interest
income primarily resulting from the purchase of short-term investments to
pre-fund a trust for the payment of certain employee benefits.
INTEREST EXPENSE
1998-1997 Increase/(Decrease)
- --------------------------------------------------------------------------------
First Quarter $--- ---
- --------------------------------------------------------------------------------
Interest expense was unchanged from the first quarter of 1997. Increased
expense resulting from higher levels of average short-term debt was entirely
offset by higher capitalized interest costs resulting from higher levels of
average telephone plant under construction.
EFFECTIVE INCOME TAX RATES
Three Months Ended March 31
- --------------------------------------------------------------------------------
1998 38.4%
- --------------------------------------------------------------------------------
1997 38.4%
- --------------------------------------------------------------------------------
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 unchanged from the first quarter of 1997.
10
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Bell Atlantic - 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 both
March 31, 1998 and 1997 and December 31, 1997, the Company's sources of funds,
primarily from operations and, to the extent necessary, from readily available
financing arrangements with an affiliate, are sufficient to meet ongoing
operating requirements. Management expects that presently foreseeable capital
requirements will continue to be financed primarily through internally generated
funds. Additional long-term debt may be needed to fund development activities
or to maintain the Company's capital structure to ensure financial flexibility.
As of March 31, 1998, the Company had $150.8 million of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation. In
addition, the Company had $100.0 million 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 47.6% as of March 31, 1998, compared to 46.4%
as of March 31, 1997 and 51.1% as of December 31, 1997.
On May 1, 1998, the Company declared and paid a dividend in the amount of
$73.5 million to Bell Atlantic.
11
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Bell Atlantic - 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 - 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 - VIRGINIA, INC.
Date: May 11, 1998 By /s/ Edwin F. Hall
----------------------------
Edwin F. Hall
Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF MAY 5, 1998.
13
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<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>
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<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 32
<SECURITIES> 0
<RECEIVABLES> 449
<ALLOWANCES> 29
<INVENTORY> 11
<CURRENT-ASSETS> 504
<PP&E> 6,108
<DEPRECIATION> 3,349
<TOTAL-ASSETS> 3,313
<CURRENT-LIABILITIES> 709
<BONDS> 946
0
0
<COMMON> 874
<OTHER-SE> 221
<TOTAL-LIABILITY-AND-EQUITY> 3,313
<SALES> 0
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