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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 1-7757
BELL ATLANTIC - DELAWARE, INC.
A Delaware Corporation I.R.S. Employer Identification No. 23-0523775
901 Tatnall Street, Wilmington, Delaware 19801
Telephone Number (302) 576-5320
-----------------------------
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 - Delaware, Inc.
- -------------------------------------
Part 1 - 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 $1,850 and $2,258 to affiliates).......... $67,644 $65,072
------- -------
OPERATING EXPENSES
Employee costs, including benefits and taxes......... 11,692 12,332
Depreciation and amortization........................ 15,058 14,497
Taxes other than income.............................. 1,370 1,134
Other (including $13,588 and $14,742 to affiliates).. 21,267 19,612
------- -------
49,387 47,575
------- -------
OPERATING INCOME.......................................... 18,257 17,497
OTHER INCOME, NET......................................... 39 ---
INTEREST EXPENSE
(including $752 and $427 to affiliates).............. 2,375 2,226
------- -------
Income Before Provision for Income Taxes.................. 15,921 15,271
PROVISION FOR INCOME TAXES................................ 6,398 6,072
------- -------
NET INCOME................................................ $ 9,523 $ 9,199
======= =======
REINVESTED EARNINGS
At beginning of period............................... $28,153 $25,150
Add: net income..................................... 9,523 9,199
------- -------
37,676 34,349
Deduct: dividends................................... --- 5,000
other changes............................... --- 3,606
------- -------
At end of period..................................... $37,676 $25,743
======= =======
See Notes to Condensed Financial Statements.
1
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Bell Atlantic - Delaware, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars In Thousands)
- ------------------------------------
Assets
- ------------------------------------
March 31, December 31,
1998 1997
--------- ------------
CURRENT ASSETS
Short-term investments.......................... $ 5,024 $ 4,060
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $4,863 and $5,048........ 47,217 47,425
Affiliates.................................... 3,847 4,421
Material and supplies........................... 4,114 3,107
Prepaid expenses................................ 2,188 5,409
Deferred income taxes........................... 2,816 3,032
Other........................................... 130 534
-------- --------
65,336 67,988
-------- --------
PLANT, PROPERTY AND EQUIPMENT................... 820,790 793,533
Less accumulated depreciation................... 418,206 404,162
-------- --------
402,584 389,371
-------- --------
OTHER ASSETS.................................... 6,897 15,467
-------- --------
TOTAL ASSETS.................................... $474,817 $472,826
======== ========
See Notes to Condensed Financial Statements.
2
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Bell Atlantic - Delaware, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
(Dollars In Thousands, Except Per Share Amount)
- -----------------------------------------------
Liabilities and Shareowner's Investment
- -----------------------------------------------
March 31, December 31,
1998 1997
--------- ------------
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate.................... $ 27,241 $ 31,470
Other........................................ 89 88
Accounts payable and accrued liabilities:
Affiliates................................... 28,613 30,544
Other........................................ 41,738 48,763
Advance billings and customer deposits......... 8,438 8,135
-------- --------
106,119 119,000
-------- --------
LONG-TERM DEBT
Note payable to affiliate...................... 20,000 20,000
Other.......................................... 101,433 101,449
-------- --------
121,433 121,449
-------- --------
EMPLOYEE BENEFIT OBLIGATIONS................... 47,037 48,278
-------- --------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes.......................... 25,528 23,296
Unamortized investment tax credits............. 2,350 2,427
Other.......................................... 16,232 11,781
-------- --------
44,110 37,504
-------- --------
SHAREOWNER'S INVESTMENT
Common stock, $25 par value per share.......... 118,442 118,442
Authorized shares: 5,262,280
Outstanding shares: 4,737,686
Reinvested earnings............................ 37,676 28,153
-------- --------
156,118 146,595
-------- --------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT.. $474,817 $472,826
======== ========
See Notes to Condensed Financial Statements.
3
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Bell Atlantic - Delaware, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars In Thousands)
Three months ended
March 31,
--------------------------
1998 1997
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES.......... $ 34,504 $ 31,301
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments............... (964) (401)
Additions to plant, property and equipment......... (29,374) (16,694)
Other, net......................................... 1,103 760
------- -------
Net cash used in investing activities.............. (29,235) (16,335)
------- -------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations.. (22) ---
Net change in note payable to affiliate............ (4,229) (8,946)
Dividends paid..................................... --- (5,000)
Net change in outstanding checks drawn
on controlled disbursement accounts........... (1,018) (1,020)
------- -------
Net cash used in financing activities.............. (5,269) (14,966)
------- -------
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 - Delaware, Inc.
Notes To Condensed Financial Statements
(Unaudited)
1. Basis of Presentation
- --------------------------------------------------------------------------------
Bell Atlantic - Delaware, 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
$4,600,000 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 - Delaware, 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 $9,523,000 for the three month period
ended March 31, 1998, compared to net income of $9,199,000 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 Statistics
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1998 1997 % Change
- --------------------------------------------------------------------------------
At March 31
- -----------
Access Lines in Service (in thousands)*
Residence............................. 347 330 5.2%
Business.............................. 207 193 7.3
Public................................ 6 6 ---
---- ----
560 529 5.9
==== ====
Three Month Period Ended March 31
- ---------------------------------
Access Minutes of Use (in millions)...... 537 480 11.9
==== ====
* 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............................. $38,842 $35,075
Network access services.................... 16,662 17,220
Long distance services..................... 6,415 7,825
Ancillary services......................... 5,163 4,514
Directory and information services......... 562 438
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Total...................................... $67,644 $65,072
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6
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Bell Atlantic - Delaware, Inc.
LOCAL SERVICES REVENUES
1998-1997 Increase
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First Quarter $3,767 10.7%
- --------------------------------------------------------------------------------
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 5.9% 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 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(558) (3.2)%
- --------------------------------------------------------------------------------
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 decreased in the first quarter of 1998
primarily due to net price reductions mandated by a federal price cap plan.
Price decreases of approximately $6,600,000 annually were implemented under the
Federal Communications Commission's (FCC) Interim Price Cap Plan, effective July
1, 1997. An additional price reduction of $400,000 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 the 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.
The decrease in network access services revenues was partially offset by
higher customer demand as reflected by growth in access minutes of use of 11.9%
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.
7
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Bell Atlantic - Delaware, Inc.
LONG DISTANCE SERVICES REVENUES
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(1,410) (18.0)%
- --------------------------------------------------------------------------------
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
primarily due to increased competition for intraLATA toll services as a result
of the introduction of presubscription in September 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 10.2% 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.
ANCILLARY SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $649 14.4%
- --------------------------------------------------------------------------------
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 grew in the first quarter of 1998 primarily as
a result of 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.
DIRECTORY AND INFORMATION SERVICES REVENUES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $124 28.3%
- --------------------------------------------------------------------------------
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
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Bell Atlantic - Delaware, Inc.
OPERATING EXPENSES
- ------------------
(Dollars in Thousands)
Three Month Period Ended March 31 1998 1997
- --------------------------------------------------------------------------------
Employee costs, including benefits and taxes.. $11,692 $12,332
Depreciation and amortization................. 15,058 14,497
Taxes other than income....................... 1,370 1,134
Other operating expenses...................... 21,267 19,612
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Total......................................... $49,387 $47,575
======= =======
EMPLOYEE COSTS
1998-1997 (Decrease)
- --------------------------------------------------------------------------------
First Quarter $(640) (5.2)%
- --------------------------------------------------------------------------------
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.
Employee costs decreased in the first quarter of 1998 primarily as a result
of 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.
This cost reduction was partially offset by annual salary and wage increases for
management and associate employees and the effect of higher work force levels.
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 $561 3.9%
- --------------------------------------------------------------------------------
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 partially offset by the
effect of lower rates of depreciation and amortization.
TAXES OTHER THAN INCOME
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $236 20.8%
- --------------------------------------------------------------------------------
Taxes other than income consist principally of taxes for gross receipts,
property, capital stock and business licenses.
The increase in taxes other than income was primarily due to a prior year
adjustment to the federal superfund tax.
9
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Bell Atlantic - Delaware, Inc.
OTHER OPERATING EXPENSES
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $1,655 8.4%
- --------------------------------------------------------------------------------
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 increase in other operating expenses was attributable to higher network
software purchases and higher interconnection charges for terminating calls on
the networks of competitive local exchange and other carriers. The Company also
recognized additional costs in the first quarter of 1998 as a result of its
contribution to the federal universal service fund, as described earlier. These
increases were partially offset by lower costs for contract services and lower
centralized services expenses allocated from NSI. The decline in centralized
services expenses was primarily caused by a reduction in pension and benefit
costs incurred by NSI. 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.
OTHER INCOME, NET
1998-1997 Increase
- --------------------------------------------------------------------------------
First Quarter $39
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
First Quarter $149 6.7%
- --------------------------------------------------------------------------------
Interest expense increased principally due to the effect of higher levels
of average short-term debt. This increase was partially 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 40.2%
- --------------------------------------------------------------------------------
1997 39.8%
- --------------------------------------------------------------------------------
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 a reduction in the amortization of investment tax credits.
10
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Bell Atlantic - Delaware, 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 $12,800,000 of an unused line of
credit with an affiliate, Bell Atlantic Network Funding Corporation.
The Company's debt ratio was 48.8% as of March 31, 1998, compared to 46.9%
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
$4,600,000 to Bell Atlantic.
11
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Bell Atlantic - Delaware, 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 - Delaware, 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 - DELAWARE, 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
<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> 5,024
<SECURITIES> 0
<RECEIVABLES> 52,080
<ALLOWANCES> 4,863
<INVENTORY> 4,114
<CURRENT-ASSETS> 65,336
<PP&E> 820,790
<DEPRECIATION> 418,206
<TOTAL-ASSETS> 474,817
<CURRENT-LIABILITIES> 106,119
<BONDS> 101,433
0
0
<COMMON> 118,442
<OTHER-SE> 37,676
<TOTAL-LIABILITY-AND-EQUITY> 474,817
<SALES> 0
<TOTAL-REVENUES> 67,644
<CGS> 0
<TOTAL-COSTS> 49,387
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,375
<INCOME-PRETAX> 15,921
<INCOME-TAX> 6,398
<INCOME-CONTINUING> 9,523
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,523
<EPS-PRIMARY> 0
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