<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, 2000
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
VERIZON DELAWARE INC.
(Former Name: Bell Atlantic - Delaware, Inc.)
A Delaware Corporation I.R.S. Employer Identification No. 23-0523775
901 Tatnall Street, Wilmington, Delaware 19801
Telephone Number (302) 576-5416
_________________________
THE REGISTRANT, A WHOLLY OWNED SUBSIDIARY OF BELL ATLANTIC CORPORATION (D/B/A
VERIZON COMMUNICATIONS), 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>
Verizon Delaware Inc.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONDENSED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------------------------------------------
(Dollars in Thousands) (Unaudited) 2000 1999 2000 1999
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
OPERATING REVENUES
(including $1,311, $893, $2,483 and
$2,151 to affiliates) $ 77,611 $ 75,594 $154,508 $147,515
-------------------------------------------------------------
OPERATING EXPENSES
Operations and support (including $19,178, $16,230
$32,749 and $30,814 to affiliates) 46,358 38,172 82,177 68,908
Depreciation and amortization 18,320 16,435 35,975 32,590
-------------------------------------------------------------
64,678 54,607 118,152 101,498
-------------------------------------------------------------
OPERATING INCOME 12,933 20,987 36,356 46,017
OTHER INCOME, NET
(including $98, $7, $106 and $7 from
affiliate) 194 39 551 106
INTEREST EXPENSE
(including $1,028, $609, $1,877 and $1,334 to
affiliates) 2,463 2,116 4,699 4,270
-------------------------------------------------------------
INCOME BEFORE PROVISION FOR INCOME TAXES 10,664 18,910 32,208 41,853
PROVISION FOR INCOME TAXES 4,814 7,711 13,564 17,042
-------------------------------------------------------------
NET INCOME $ 5,850 $ 11,199 $ 18,644 $ 24,811
=============================================================
</TABLE>
See Notes to Condensed Financial Statements.
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Verizon Delaware Inc.
CONDENSED BALANCE SHEETS
ASSETS
------
(Dollars in Thousands) (Unaudited) June 30, 2000 December 31, 1999
--------------------------------------------------------------------------------
CURRENT ASSETS
Short-term investments $ 1,600 $ 4,800
Accounts receivable:
Trade and other, net of allowances for
uncollectibles of $6,736 and $5,181 55,880 55,315
Affiliates 4,623 4,657
Material and supplies 1,386 1,232
Prepaid expenses 3,613 6,020
Deferred income taxes 3,114 2,132
Other 575 566
---------------------------------
70,791 74,722
---------------------------------
PLANT, PROPERTY AND EQUIPMENT 974,570 934,084
Less accumulated depreciation 544,637 512,150
---------------------------------
429,933 421,934
---------------------------------
OTHER ASSETS 20,683 10,738
---------------------------------
TOTAL ASSETS $521,407 $507,394
=================================
See Notes to Condensed Financial Statements.
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Verizon Delaware Inc.
CONDENSED BALANCE SHEETS
LIABILITIES AND SHAREOWNER'S INVESTMENT
---------------------------------------
<TABLE>
<CAPTION>
(Dollars in Thousands, Except Per Share Amount) (Unaudited) June 30, 2000 December 31, 1999
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES
Debt maturing within one year:
Note payable to affiliate $ 21,924 $ 29,167
Current portion of long-term debt:
Affiliate 20,000 20,000
Other 26 50
Accounts payable and accrued liabilities:
Affiliates 24,698 22,066
Other 41,145 43,959
Advance billings and customer deposits 9,641 8,918
----------------------------------------------
117,434 124,160
----------------------------------------------
LONG-TERM DEBT
Note payable to affiliate 30,000 ---
Other 86,338 86,319
----------------------------------------------
116,338 86,319
----------------------------------------------
EMPLOYEE BENEFIT OBLIGATIONS 38,544 38,323
----------------------------------------------
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes 41,306 37,833
Unamortized investment tax credits 1,771 1,868
Other 12,790 11,011
----------------------------------------------
55,867 50,712
----------------------------------------------
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 74,837 89,493
Accumulated other comprehensive loss (55) (55)
----------------------------------------------
193,224 207,880
----------------------------------------------
TOTAL LIABILITIES AND SHAREOWNER'S INVESTMENT $521,407 $507,394
==============================================
</TABLE>
See Notes to Condensed Financial Statements.
3
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Verizon Delaware Inc.
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Six Months Ended June 30,
----------------------------------
(Dollars in Thousands) (Unaudited) 2000 1999
---------------------------------------------------------------------------------------------------
<S> <C> <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 56,668 $ 58,168
----------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net change in short-term investments 3,200 2,875
Capital expenditures (44,072) (34,953)
Other, net (4,729) 1,009
----------------------------------
Net cash used in investing activities (45,601) (31,069)
----------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Principal repayments of capital lease obligations (21) (19)
Net change in short-term note payable to affiliate (7,243) (18,478)
Proceeds from medium-term note payable to affiliate 30,000 ---
Dividends paid (33,300) (6,200)
Net change in outstanding checks drawn
on controlled disbursement accounts (503) (2,402)
----------------------------------
Net cash used in financing activities (11,067) (27,099)
----------------------------------
NET CHANGE IN CASH --- ---
CASH, BEGINNING OF PERIOD --- ---
----------------------------------
CASH, END OF PERIOD $ --- $ ---
==================================
</TABLE>
See Notes to Condensed Financial Statements.
4
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Verizon Delaware Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
1. Basis of Presentation
Verizon Delaware Inc., formerly Bell Atlantic - Delaware, Inc., is a wholly
owned subsidiary of Bell Atlantic Corporation (d/b/a/ Verizon Communications).
The accompanying unaudited condensed financial statements have been prepared
based upon Securities and Exchange Commission (SEC) rules that permit reduced
disclosure for interim periods. These financial statements include certain
reclassifications in presentation as a result of the merger of Bell Atlantic
Corporation, (Bell Atlantic) and GTE Corporation (GTE) (see Note 2). 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 and other items (see Note 2).
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 1999 Annual Report on Form 10-K.
2. Bell Atlantic - GTE Merger
On June 30, 2000, Bell Atlantic and GTE completed a merger of equals under
a definitive merger agreement dated as of July 27, 1998. Under the terms of the
agreement, GTE became a wholly owned subsidiary of Bell Atlantic. With the
closing of the merger, the combined company began doing business as Verizon
Communications. The merger has been accounted for as a pooling of interests.
Merger-Related and Severance Costs
Results of operations for June 30, 2000 included merger-related pre-tax
costs totaling approximately $3,433,000, consisting of $1,736,000 for direct
incremental costs, $1,499,000 for employee severance costs and $198,000 for
transition costs. These costs include approximately $2,887,000 representing our
allocated share of merger-related costs from Verizon Services Corp. (Verizon
Services), an affiliate that provides centralized services on a contract basis.
Costs allocated from Verizon Services are included in Operations and Support -
Other Operating Expenses.
Direct incremental costs consist of our proportionate share of expenses
associated with completing the merger transaction such as professional and
regulatory fees, compensation arrangements and shareowner-related costs.
Employee severance costs, as recorded under SFAS No. 112, "Employers' Accounting
for Postemployment Benefits," represent our proportionate share of benefit costs
for the separation of management employees who are entitled to benefits under
pre-existing Verizon Communications separation pay plans. The separations are
expected to occur as a result of consolidations and process enhancements.
Accrued postemployment benefit liabilities for those employees are included in
our balance sheet as a component of Employee Benefit Obligations. Transition
costs consist of our proportionate share of costs associated with integrating
the operations of Bell Atlantic and GTE. Transition costs are expensed as
incurred.
3. Dividend
On August 1, 2000, we declared and paid a dividend in the amount of
$10,700,000 to Verizon Communications.
4. Debt
On March 30, 2000, we issued a medium term note for $30,000,000 to an
affiliated company, Verizon NSI Holdings, Inc. The note carries a floating
interest rate with an initial rate of 6.40%, which will be reset each quarter.
The note matures on March 30, 2003.
5. Recent Accounting Pronouncements
FASB Accounting Standards - 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
5
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Verizon Delaware Inc.
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. We must adopt SFAS No. 133 no later than January 1, 2001.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which amended SFAS No.
133. The amendments in SFAS No. 138 address certain implementation issues and
relate to such matters as the normal purchases and normal sales exception, the
definition of interest rate risk, hedging recognized foreign-currency-
denominated assets and liabilities, and intercompany derivatives. SFAS No. 138
also amends SFAS No. 133 for decisions made by the FASB relating to the
Derivatives Implementation Group process.
We are currently evaluating the provisions of SFAS No. 133 and SFAS No.
138. The impact of adoption will be determined by several factors, including the
specific hedging instruments in place and their relationships to hedged items,
as well as market conditions at the date of adoption.
FASB Interpretation - Stock Compensation
In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions involving Stock Compensation." Interpretation No. 44 was
issued in order to clarify certain issues arising from Accounting Principles
Board (APB) Opinion No. 25 "Accounting for Stock Issued to Employees," which was
previously issued in October 1972. Interpretation No. 44 is effective July 1,
2000, but certain conclusions cover specific events that occur either after
December 15, 1998 or January 12, 2000.
The main issues addressed by Interpretation No. 44 are: (a) the definition
of an employee for purposes of applying APB Opinion No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
Interpretation No. 44 will not have a material impact on our results of
operations or financial position.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which must be adopted by the
fourth quarter of 2000. SAB No. 101 provides additional guidance on revenue
recognition, as well as criteria for when revenue is generally realized and
earned, and also requires the deferral of incremental direct selling costs. We
are currently assessing the impact of SAB No. 101 on our results of operations
and financial position.
6. Shareowner's Investment
<TABLE>
<CAPTION>
Reinvested Accumulated Other
(Dollars in Thousands) Common Stock Earnings Comprehensive Loss
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance at December 31, 1999 $118,442 $89,493 $(55)
Net income 18,644
Dividends paid to parent (33,300)
-----------------------------------------------------------
Balance at June 30, 2000 $118,442 $74,837 $(55)
===========================================================
</TABLE>
Net income and comprehensive income were the same for the six months ended
June 30, 2000 and 1999.
7. Commitments and 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.
Federal and state regulatory conditions to the merger include certain
commitments to, among other things, promote competition and the widespread
deployment of advanced services, while helping ensure that consumers continue to
receive high-quality, low cost telephone services. In some cases, there are
significant penalties associated with not meeting these commitments. The cost of
satisfying these commitments could have a significant impact on net income in
future periods. Over the remainder of 2000, based on preliminary estimates, the
cost of satisfying these commitments is likely to impact the net income of
Verizon Communications on a consolidated basis by approximately $275 to $325
million. The estimated impact on each operating telephone subsidiary is still
being assessed.
6
<PAGE>
Verizon 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
We reported net income of $18,644,000 for the six-month period ended June
30, 2000, compared to net income of $24,811,000 for the same period in 1999.
Our results for 2000 and 1999 were affected by special items. The special
items in both periods include our allocated share of charges from Verizon
Services Corp. (Verizon Services).
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, 2000 1999
---------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Operating Revenues
Regulatory contingency $ 62 $ ---
-------------------------------
Operations and Support Expense
Bell Atlantic-GTE merger direct incremental costs 183 ---
Bell Atlantic-GTE merger severance costs 363 ---
Allocated Bell Atlantic-GTE merger direct incremental, severance
and transition costs 2,887 ---
Bell Atlantic-NYNEX merger transition costs --- 35
Allocated Bell Atlantic-NYNEX merger transition costs --- 359
Other charges and special items 1,425 ---
-------------------------------
4,858 394
-------------------------------
Interest Expense
Regulatory contingency 22 ---
-------------------------------
Total $4,942 $ 394
===============================
</TABLE>
What follows is a further explanation of the nature of these special items.
Bell Atlantic - GTE Merger
On June 30, 2000, Bell Atlantic and GTE completed a merger of equals under
a definitive merger agreement dated as of July 27, 1998. Under the terms of the
agreement, GTE became a wholly owned subsidiary of Bell Atlantic. With the
closing of the merger, the combined company began doing business as Verizon
Communications. The merger has been accounted for as a pooling of interests.
Merger-Related and Severance Costs
Results of operations for June 30, 2000 included merger-related pre-tax
costs totaling approximately $3,433,000, consisting of $1,736,000 for direct
incremental costs, $1,499,000 for employee severance costs and $198,000 for
transition costs. These costs include approximately $2,887,000 representing our
allocated share of merger-related costs from Verizon Services, an affiliate that
provides centralized services on a contract basis. Costs allocated from Verizon
Services are included in Operations and Support - Other Operating Expenses.
Direct incremental costs consist of our proportionate share of expenses
associated with completing the merger transaction such as professional and
regulatory fees, compensation arrangements and shareowner-related costs.
Employee severance costs, as recorded under SFAS No. 112, "Employers' Accounting
for Postemployment Benefits," represent our proportionate share of benefit costs
for the separation of management employees who are entitled to benefits under
pre-existing Verizon Communications separation pay plans. The separations are
expected to occur as a result of consolidations and process enhancements.
Transition
7
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Verizon Delaware Inc.
costs consist of our proportionate share of costs associated with integrating
the operations of Bell Atlantic and GTE. Transition costs are expensed as
incurred.
Regulatory Contingency
In the second quarter of 2000, we recognized a charge for a regulatory
matter totaling $84,000. We recorded a reduction to operating revenue in the
amount of $62,000 and a charge to interest expense of $22,000. This matter
relates to a specific issue currently under investigation by federal regulatory
commissions. We believe that it is probable that the ultimate resolution of this
matter will result in refunds to our customers, including interest.
Other Charges and Special Items
In the second quarter of 2000, we recorded other charges and special items
totaling approximately $1,425,000 in connection with consolidating operations
and combining organizations and for other nonrecurring items arising in the
quarter. These charges included costs for the write-off of accounts receivable
and other miscellaneous items.
Bell Atlantic - NYNEX Merger
Merger-Related Costs
In connection with the Bell Atlantic-NYNEX merger, which was completed in
August 1997, we recorded pre-tax merger-related transition costs of $394,000 in
the first six months of 1999.
Transition costs consisted 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 costs were
expensed as incurred.
These and other items affecting the comparison of our results of operations
for the six month periods ended June 30, 2000 and 1999 are discussed in the
following sections.
OPERATING REVENUE STATISTICS
----------------------------
2000 1999 % Change
-------------------------------------------------------------------------------
At June 30,
Access Lines in Service (in thousands)*
Residence 377 368 2.4%
Business 224 220 1.8
Public 6 6 ---
--------------------------------
607 594 2.2
================================
Six Months Ended June 30,
Access Minutes of Use (in millions) 1,253 1,258 (0.4)
================================
* 1999 reflects a restatement in access lines
OPERATING REVENUES
------------------
(Dollars in Thousands)
Six Months Ended June 30, 2000 1999
------------------------------------------------------------------------------
Local services $ 91,054 $ 87,535
Network access services 43,191 38,922
Long distance services 8,590 10,814
Ancillary services 11,673 10,244
----------------------------------
Total $154,508 $147,515
==================================
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Verizon Delaware Inc.
LOCAL SERVICES
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $3,519 4.0%
--------------------------------------------------------------------------------
Local service revenues are earned from the provision of local exchange,
local private line, wire maintenance, voice messaging and value-added services.
Value-added services are a family of services that expand the utilization of the
network, including products such as Caller ID, Call Waiting and Return Call.
Local services also includes wholesale revenues from unbundled network element
(UNE) platforms, certain data transport revenues, and wireless interconnection
revenues.
Local service revenues increased in the first six months of 2000 primarily
due to higher usage of our network facilities. Revenue growth was generated, in
part, by an increase in access lines in service of 2.2% from June 30, 1999.
Local service revenue growth in the first six months of 2000 also reflects
higher customer demand and usage of our data transport and digital services, as
well as our value-added services.
NETWORK ACCESS SERVICES
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $4,269 11.0%
--------------------------------------------------------------------------------
Network access revenues are earned from end-user subscribers and from long
distance and other competing carriers who use our local exchange facilities to
provide 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 revenue growth in the first six months of 2000 was mainly
attributable to increased demand for special access services, reflecting a
greater utilization of our network, and volume growth resulting from continuing
expansion of the business market, particularly for high capacity data services.
Higher network usage by alternative providers of intraLATA toll services and
higher end-user revenues further contributed to revenue growth this year.
In addition, network access revenues included higher revenues received from
customers for the recovery of local number portability (LNP) costs. LNP allows
customers to change local exchange carriers while maintaining their existing
telephone numbers. In December 1998, the Federal Communications Commission (FCC)
issued an order permitting us to recover costs incurred for LNP in the form of
monthly end-user charges for a five-year period beginning in March 1999.
Revenue growth was partially offset by price reductions associated with a
federal price cap filing and other regulatory decisions. The 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. In July 1999, we implemented interstate price decreases of
approximately $500,000 on an annual basis in connection with the FCC's Price Cap
Plan. The rates included in our July 1999 filing were in effect through June
2000. Interstate price decreases were $600,000 on an annual basis for the period
July 1998 through June 1999. The rates include amounts necessary to recover our
contribution to the FCC's universal service fund which are subject to adjustment
every quarter due to potential increases or decreases in our contribution to the
fund. Our contributions to the universal service fund are included in Other
Operating Expenses. As a result of a U.S. Court of Appeals decision last year,
our contributions to the universal service fund were reduced by approximately
$1,200,000 annually beginning November 1, 1999, and our interstate access rates
were reduced accordingly because we will no longer have to recover these
contributions in our rates. In addition, revenue was reduced by a special charge
of $62,000 for a contingency associated with a regulatory matter, as described
in the Results of Operations section.
9
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Verizon Delaware Inc.
LONG DISTANCE SERVICES
2000 - 1999 (Decrease)
--------------------------------------------------------------------------------
Six months $(2,224) (20.6)%
--------------------------------------------------------------------------------
Long distance revenues are earned primarily from calls made to points
outside a customer's local calling area, but within our service area (intraLATA
toll). IntraLATA toll calls originate and terminate within the same LATA, but
generally cover a greater distance than a local call. These services are
regulated by the Delaware Public Service Commission (DPSC) except where they
cross state lines. Other long distance services that we provide include 800
services and Wide Area Telephone Service (WATS).
The decline in long distance revenues in the first six months of 2000 was
principally caused by the competitive effects of presubscription, which enables
customers to make intraLATA toll calls using a competing carrier without having
to dial an access code. The negative effect of presubscription on long distance
revenues was partially mitigated by increased network access services for usage
of our network by alternative service providers. In response to presubscription,
we have implemented customer win-back and retention initiatives that include
toll calling discount packages and product bundling offers. These revenue
reductions were offset, in part, by additional revenues generated by higher
calling volumes.
ANCILLARY SERVICES
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $1,429 13.9%
--------------------------------------------------------------------------------
Our ancillary services include such services as billing and collections for
long distance carriers and affiliates, facilities rentals to affiliates and
nonaffiliates, collocation for competitive local exchange carriers, usage of
separately priced (unbundled) components of our network by competitive local
exchange carriers, public (coin) telephone, customer premises equipment (CPE)
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 increased in the first six months of 2000
primarily as a result of higher payments received from competitive local
exchange carriers for the purchase of unbundled network elements and for
interconnection of their networks with our network.
10
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Verizon Delaware Inc.
OPERATING EXPENSES
------------------
(Dollars in Thousands)
Six Months Ended June 30,
---------------------------------
2000 1999
--------------------------------------------------------------------------------
Operations and support:
Employee costs $ 24,131 $ 20,867
Other operating expenses 58,046 48,041
---------------------------------
Total operations and support 82,177 68,908
---------------------------------
Depreciation and amortization 35,975 32,590
---------------------------------
Total $118,152 $101,498
=================================
EMPLOYEE COSTS
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $3,264 15.6%
--------------------------------------------------------------------------------
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 Verizon Services, who provide centralized services on a contract
basis, are allocated to us and are included in Other Operating Expenses.
Employee costs increased in the first six months of 2000 primarily as a
result of annual salary and wage increases for management and associate
employees, higher work force levels and higher overtime payments. An increase in
repair and maintenance activity and merger-related costs recorded in the second
quarter of 2000 also contributed to the increase in employee costs. As described
in the Results of Operations section, we recognized approximately $363,000 in
benefit costs for the separation of employees who are entitled to benefits under
pre-existing Verizon Communications separation pay plans. We also recorded
approximately $183,000 for direct incremental merger-related costs associated
with compensation arrangements. Merger-related costs associated with Verizon
Services were allocated to us and are included in Other Operating Expenses.
These increases were partially offset by lower pension and benefit costs.
The decline in pension and benefit costs was due to favorable pension plan
investment returns and changes in actuarial assumptions. These factors were
partially offset by changes in certain plan provisions, including a previously
reported amendment to our management cash balance plan and a special lump sum
pension payment to management and associate retirees.
Associate employees wages, pension and other benefits are determined under
a contract with the union representing our associate employees. On August 6,
2000, the collective bargaining agreement with the union representing our
employees expired, and the union initiated a work stoppage. As of 8:00 a.m. on
August 14, 2000, we continued to negotiate a new agreement with the union.
11
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Verizon Delaware Inc.
OTHER OPERATING EXPENSES
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $10,005 20.8%
--------------------------------------------------------------------------------
Other operating expenses consist of contract services including centralized
services expenses allocated from Verizon Services, rent, network software costs,
operating taxes other than income, the provision for uncollectible accounts
receivable, and other costs.
The increase in other operating expenses in the first six months of 2000
was largely attributable to higher costs for contracted services, the effect of
additional costs billed to us by an affiliate, and higher interconnection and
related costs associated with reciprocal compensation arrangements with
competitive local exchange and other carriers to terminate calls on their
networks. Other operating expenses were further impacted by merger-related costs
and other special items recorded in the second quarter of 2000. These charges
totaled $4,312,000 and were comprised of our allocated share of $1,136,000 for
employee severance, $1,553,000 for direct incremental and $198,000 for
transition merger-related costs incurred by Verizon Services, and $1,425,000 for
other miscellaneous expense items. Other miscellaneous expense items included
$975,000 for the write-off of accounts receivable and $450,000 for other items.
These increases were offset, in part, by a reduction in centralized
services expenses allocated from Verizon Services, partially as a result of
lower employee costs incurred by Verizon Services.
DEPRECIATION AND AMORTIZATION
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $3,385 10.4%
--------------------------------------------------------------------------------
Depreciation and amortization expense increased in the first six months of
2000 over the same period in 1999 principally as a result of growth in
depreciable telephone plant and changes in the mix of plant assets. The growth
in telephone plant was largely attributable to increased capital expenditures
for software and hardware to support the expansion of our network. These factors
were partially offset by the effect of lower rates of depreciation and
amortization.
OTHER INCOME, NET
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $445 --%
--------------------------------------------------------------------------------
The change in other income, net, was primarily attributable to additional
interest income associated with the settlement of a tax-related matter in the
first six months of 2000. An increase of $99,000 in the income recognized from
our investment in SMS/800 under the equity method also impacted other income,
net, but to a lesser extent.
12
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Verizon Delaware Inc.
INTEREST EXPENSE
2000 - 1999 Increase
--------------------------------------------------------------------------------
Six months $429 10.0%
--------------------------------------------------------------------------------
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 increased in the first six months of 2000 over the same
period in 1999 primarily due to higher average debt levels and higher interest
rates. Interest expense was also impacted by the recording of interest costs of
$22,000 in connection with a special charge for a contingency associated with a
regulatory matter, as described in the Results of Operations section. These
factors were partially offset by higher capitalized interest costs resulting
from higher levels of average telephone plant under construction.
EFFECTIVE INCOME TAX RATES
Six Months Ended June 30,
2000 42.1%
--------------------------------------------------------------------------------
1999 40.7%
--------------------------------------------------------------------------------
The effective income tax rate is the provision for income taxes as a
percentage of income before the provision for income taxes. Our effective income
tax rate was higher in the first six months of 2000 principally due to deferred
income tax expenses recorded in the first six months of 2000.
OTHER MATTERS
-------------
FCC Regulation and Interstate Rates
On May 31, 2000, the FCC approved the industry proposal to restructure
access charges (known as the "CALLS plan"). Under the terms of the plan, direct
end-user access charges are increased while access charges to long distance
carriers are reduced. While the plan continues the 6.5% (less inflation) annual
reductions for most interstate access charges, it provides for a price freeze
when switched access transport prices reach $0.0055 per-minute. In addition, in
conjunction with provisions that will allow carriers to deaverage their
subscriber line charges by geographic zones, the plan establishes a new $650
million universal service fund to support interstate access rates. Of that
amount, Verizon Communications expects approximately $320 million to be used to
support interstate access services in its service territory. The price
restructuring portions of the plan are mandatory for all large local exchange
carriers, including Verizon Communications' telephone operating companies, such
as us. The price level portions of the plan are mandatory only in the initial
year of the plan. Carriers have until September 14, 2000 to decide whether to
participate in the remaining four years of the plan, or whether to submit cost
studies as the basis of future price caps.
Consistent with the new access plan, Verizon Communications filed tariff
adjustments to take effect on July 1, 2000 (with modifications effective August
11, 2000). As a result of these tariff adjustments, former GTE carriers in ten
states, and former Bell Atlantic carriers in seven states reached the $0.0055
benchmark and, should Verizon Communications opt into the full five year CALLS
plan, they will not be subject to further annual interstate switched access
price reductions for the remaining life of the plan.
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Verizon Delaware Inc.
Recent Accounting Pronouncements
FASB Accounting Standards - 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. We must adopt SFAS No. 133 no later than January 1, 2001.
In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," which amended SFAS No.
133. The amendments in SFAS No. 138 address certain implementation issues and
relate to such matters as the normal purchases and normal sales exception, the
definition of interest rate risk, hedging recognized
foreign-currency-denominated assets and liabilities, and intercompany
derivatives. SFAS No. 138 also amend SFAS No. 133 for decisions made by the FASB
relating to the Derivatives Implementation Group process.
We are currently evaluating the provisions of SFAS No. 133 and SFAS No.
138. The impact of adoption will be determined by several factors, including the
specific hedging instruments in place and their relationships to hedged items,
as well as market conditions at the date of adoption.
FASB Interpretation - Stock Compensation
In March 2000, the FASB issued Interpretation No. 44, "Accounting for
Certain Transactions involving Stock Compensation." Interpretation No. 44 was
issued in order to clarify certain issues arising from Accounting Principles
Board (APB) Opinion No. 25 "Accounting for Stock Issued to Employees," which was
previously issued in October 1972. Interpretation No. 44 is effective July 1,
2000, but certain conclusions cover specific events that occur either after
December 15, 1998 or January 12, 2000.
The main issues addressed by Interpretation No. 44 are: (a) the definition
of an employee for purposes of applying APB Opinion No. 25, (b) the criteria for
determining whether a plan qualifies as a noncompensatory plan, (c) the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award, and (d) the accounting for an exchange of stock
compensation awards in a business combination.
Interpretation No. 44 will not have a material impact on our results of
operations or financial position.
SEC Staff Accounting Bulletin - Revenue Recognition
In December 1999, the SEC issued Staff Accounting Bulletin (SAB) No. 101,
"Revenue Recognition in Financial Statements," which must be adopted by the
fourth quarter of 2000. SAB No. 101 provides additional guidance on revenue
recognition, as well as criteria for when revenue is generally realized and
earned, and also requires the deferral of incremental direct selling costs. We
are currently assessing the impact of SAB No. 101 on our results of operations
and financial position.
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Verizon 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
3a Certificate of Incorporation of the registrant, as
amended and restated June 17, 1987. (Exhibit 3a to
the registrant's Annual Report on Form 10-K for the
year ended December 31, 1987, File No. 1-7757.)
3a(i) Certificate of Amendment of Certificate of
Incorporation, dated August 14, 1992. (Exhibit
3a(i) to the registrant's Annual Report on Form
10-K for the year ended December 31, 1992, File No.
1-7757.)
3a(ii) Certificate of Amendment of Certificate of
Incorporation, dated January 10, 1994 and filed
January 13, 1994. (Exhibit 3a(ii) to the
registrant's Annual Report on Form 10-K for the
year ended December 31, 1993, File No. 1-7757.)
3a(iii) Certificate of Amendment of Restated Certificate of
Incorporation, dated June 30, 2000.
27 Financial Data Schedule.
(b) Current Report on Form 8-K filed during the quarter ended
June 30, 2000.
A Current Report on Form 8-K, dated June 30, 2000, was filed
regarding the consummation of the merger of Bell Atlantic
Corporation and GTE Corporation.
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Verizon 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.
VERIZON DELAWARE INC.
Date: August 14, 2000 By /s/ Edwin F. Hall
-------------------------------
Edwin F. Hall
Controller
UNLESS OTHERWISE INDICATED, ALL INFORMATION IS AS OF AUGUST 10, 2000.
16
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EXHIBIT INDEX
Exhibit Number
3a(iii) Certificate of Amendment of Restated Certificate of
Incorporation, dated June 30, 2000.
27 Financial Data Schedule.
