UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 1996
---------------
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 0-1244
UNITED TELEPHONE COMPANY OF FLORIDA
(Exact name of registrant as specified in its charter)
FLORIDA 59-0248365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P. O. BOX 165000, Altamonte Springs, Florida 32716-5000
(Address of principal executive offices)
(407) 889-6010
(Registrant's telephone number, including area code)
This registrant meets the conditions set forth in General Instruction H(1)(a)
and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.
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, and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
There are 6,500,000 shares of common stock, par value $2.50, outstanding as of
the date of filing this report.
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UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
INDEX
Part I - Financial Information Page
<S> <C>
Item 1.
Consolidated Balance Sheets as of March 31, 1996 and December 31, 1995..................................... 1
Consolidated Statements of Income for the Three Months Ended
March 31, 1996 and 1995 ............................................................................... 3
Consolidated Statements of Cash Flows for the Three Months Ended
March 31, 1996 and 1995 ............................................................................... 4
Condensed Notes to Consolidated Financial Statements....................................................... 5
Item 2.
Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................................................. 7
Part II - Other Information
Item 1. Legal Proceedings...................................................................................12
Item 2. Changes in Securities...............................................................................12
Item 3. Defaults Upon Senior Securities.....................................................................12
Item 4. Submission of Matters to a Vote of Security Holders.................................................12
Item 5. Other Information...................................................................................12
Item 6. Exhibits and Reports on Form 8-K....................................................................12
Signature...................................................................................................13
</TABLE>
<PAGE>
<TABLE>
PART I.
Item 1.
UNITED TELEPHONE COMPANY OF FLORIDA
CONSOLIDATED BALANCE SHEETS
(In Thousands)
<CAPTION>
March 31, December 31,
ASSETS 1996 1995
---------- ----------
<S> <C> <C>
(Unaudited)
CURRENT ASSETS
Cash $ 3,788 $ 9,267
Receivables:
Interexchange carriers 42,806 38,278
Customers and other 78,733 81,404
Unbilled toll 10,506 19,197
Affiliated companies 42,208 24,677
Allowance for uncollectible accounts (3,304) (3,731)
Inventories 28,253 26,938
Prepayments 203 2,387
Deferred income taxes 7,394 9,506
---------- ----------
210,587 207,923
PROPERTY, PLANT AND EQUIPMENT
Land and buildings 155,775 155,794
Telephone network equipment and outside plant 2,316,309 2,274,640
Other 112,329 135,833
Construction in progress 55,528 54,863
---------- ---------
2,639,941 2,621,130
Less accumulated depreciation 1,448,776 1,420,212
---------- ---------
1,191,165 1,200,918
DEFERRED CHARGES AND OTHER ASSETS 41,295 35,752
$ 1,443,047 $ 1,444,593
============= =============
</TABLE>
1
<PAGE>
PART I.
Item 1.
<TABLE>
March 31, December 31,
LIABILITIES AND STOCKHOLDER'S EQUITY 1996 1995
------------ ------------
<S> <C> <C>
(Unaudited)
CURRENT LIABILITIES
Outstanding checks in excess of cash balances $ 7,705 $ 3,383
Commercial paper 10,981 29,658
Current maturities of long-term debt 2,061 2,034
Accounts payable:
Interexchange carriers 36,708 53,069
Affiliated companies 35,039 23,665
Other 16,440 36,242
Advance billings and customer deposits 23,537 22,651
Accrued vacation pay 17,154 16,159
Accrued interest 7,236 11,556
Accrued taxes 37,898 7,146
Other 19,606 22,308
------------ ------------
214,365 227,871
LONG-TERM DEBT 437,291 437,733
DEFERRED CREDITS AND OTHER LIABILITIES
Deferred income taxes 106,974 109,991
Deferred investment tax credits 8,031 8,816
Postretirement and other benefit obligations 62,795 60,155
Other 15,029 14,383
------------ ------------
192,829 193,345
COMMON STOCK AND OTHER STOCKHOLDER'S EQUITY
Common stock, authorized 16,000,000 shares, par
value $2.50, issued and outstanding 16,250 16,250
Capital in excess of par value 166,583 166,583
Retained earnings 415,729 402,811
------------ ------------
598,562 585,644
$ 1,443,047 $ 1,444,593
============ ============
</TABLE>
See Accompanying Condensed Notes to Consolidated Financial Statements.
2
<PAGE>
<TABLE>
PART I.
Item 1.
UNITED TELEPHONE COMPANY OF FLORIDA
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands)
<CAPTION>
Three Months Ended
March 31,
----------------------------------
1996 1995
------------ ------------
<S> <C> <C>
(Unaudited)
OPERATING REVENUES
Local service $ 98,026 $ 89,155
Network access service 95,860 83,691
Long distance service 18,410 20,883
Miscellaneous 35,948 33,460
------------ ------------
248,244 227,189
OPERATING EXPENSES
Plant expense 57,237 59,689
Depreciation 48,285 48,337
Customer operations 32,884 31,445
Corporate operations 21,084 19,882
Other operating expenses 6,255 6,692
Taxes:
Federal income:
Current 23,442 20,866
Deferred (700) (5,105)
Deferred investment tax credits (785) (871)
State, local and miscellaneous 10,144 8,930
------------ ------------
197,846 189,865
------------ ------------
OPERATING INCOME 50,398 37,324
INTEREST CHARGES
Interest on long-term debt 8,555 8,336
Interest on short-term debt 109 521
Other interest 817 825
------------ ------------
9,481 9,682
OTHER INCOME (EXPENSE)
Interest charged to construction (179) -
Interest income 130 16
------------ ------------
(49) 16
------------ ------------
NET INCOME $ 40,868 $ 27,658
============ ============
</TABLE>
See Accompanying Condensed Notes to Consolidated Financial Statements.
3
<PAGE>
<TABLE>
PART I.
Item 1.
UNITED TELEPHONE COMPANY OF FLORIDA
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
<CAPTION>
Three Months Ended
March 31,
1996 1995
----------- ------------
<S> <C> <C>
(Unaudited)
OPERATING ACTIVITIES
Net income $ 40,868 $ 27,658
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 48,285 48,337
Deferred income taxes and investment
tax credits (1,690) (6,699)
Changes in operating assets and liabilities:
Receivables, net (11,124) (10,593)
Inventories (1,315) 1,852
Prepayments 2,184 1,210
Accounts payable, accrued expenses and
other current liabilities 5,144 16,732
Noncurrent assets and liabilities, net (2,911) 2,394
------------ ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES 79,441 80,891
INVESTING ACTIVITIES
Capital expenditures (39,632) (45,110)
Net salvage from plant and equipment retired 1,829 291
------------ ------------
NET CASH USED BY INVESTING ACTIVITIES (37,803) (44,819)
FINANCING ACTIVITIES
Proceeds from long-term borrowings - 68,576
Principal payments and retirements of long-term debt (490) (2,591)
Decrease in short-term borrowings (18,677) (79,537)
Dividends paid (27,950) (29,274)
Decrease to unamortized debt expense - 280
------------ ------------
NET CASH USED BY FINANCING ACTIVITIES (47,117) (42,546)
DECREASE IN CASH (5,479) (6,474)
CASH AT BEGINNING OF PERIOD 9,267 9,473
------------ ------------
CASH AT END OF PERIOD $ 3,788 $ 2,999
============ ============
</TABLE>
See Accompanying Condensed Notes to Consolidated Financial Statements.
4
<PAGE>
PART I.
Item 1.
UNITED TELEPHONE COMPANY OF FLORIDA
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
The information contained in this Form 10-Q for the three month interim periods
ended March 31, 1996 and 1995 has been prepared in accordance with instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, all
adjustments considered necessary, consisting only of normal recurring accruals
to present fairly the consolidated financial position, results of operations and
cash flows for such interim periods have been made.
Certain information and footnote disclosures normally included in consolidated
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The results of operations for the
three months ended March 31, 1996 are not necessarily indicative of the
operating results that may be expected for the year ended December 31, 1996.
1. BASIS OF PRESENTATION
The accompanying consolidated financial statements reflect the operations of
United Telephone Company of Florida and its wholly-owned subsidiary, United
Telephone Long Distance, Inc., collectively referred to as the "Company."
All significant intercompany transactions have been eliminated.
Certain amounts previously reported for prior periods have been reclassified
to conform to the current period presentation in the accompanying
consolidated financial statements. Such reclassifications had no effect on
the results of operations or stockholder's equity as previously reported.
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
2. EARNINGS PER SHARE
Earnings per share information has been omitted because the Company is a
wholly-owned subsidiary of Sprint Corporation (Sprint).
5
<PAGE>
PART I.
Item 1
UNITED TELEPHONE COMPANY OF FLORIDA
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
3. SUPPLEMENTAL CASH FLOWS INFORMATION
The following are the supplemental disclosures required for the Consolidated
Statements of Cash Flows:
Three Months Ended
March 31,
-------------------------
1996 1995
--------- --------
(In Thousands)
Cash paid for:
Interest, net of amounts
capitalized $13,914 $11,216
Income taxes $ 1,563 $ 407
6
<PAGE>
PART I.
Item 2.
UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
MARCH 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
- ------ ---------------------------------------------------------------
Results of Operations
---------------------
Regulatory Issues
- -----------------
In June 1994, the Company entered into a stipulation with the Florida Public
Service Commission (FPSC) whereby the Company's allowed intrastate return on
equity was capped at 13.0 percent for 1994 with any earnings in excess of 13.0
percent to be deferred to 1995 when the maximum allowed return reverted to 13.5
percent.
In November 1994, in compliance with FPSC regulations, the Company filed its
triennial depreciation study seeking an increase in annual depreciation expense
of approximately $16.3 million effective January 1, 1995. The Company requested
shorter service lives to recognize obsolescence caused by emerging technologies
required to meet customer demands for more sophisticated voice and data
facilities. On January 17, 1995, the FPSC allowed the Company to implement, on a
preliminary basis, the proposed rates, reduced by a one-time depreciation charge
of $3.2 million ($2.4 million intrastate) recorded in 1994 which served to bring
the Company's 1994 intrastate return on equity below the 13.0 percent cap noted
above. On March 1, 1995, the Office of Public Counsel filed a petition for a
hearing in protest of the FPSC's approval of the early implementation of the
depreciation rates.
On December 1, 1994, the FPSC approved the Company's proposal for intrastate
rate reductions with an effective date of January 1, 1995. The total proposed
revenue reduction was $10.6 million in 1995, $9.0 million of which was in
switched access charge reductions and the remainder in cellular interconnection
usage rates and intraLATA toll rates.
In September 1995, the FPSC approved an increase in annual depreciation expense
of $18.9 million. The new depreciation rates were effective January 1, 1995 and
had been substantially recognized under the preliminary order discussed above.
In addition, the FPSC determined that the Company had exceeded its 13.0 percent
cap by $1.5 million including interest for 1994 and required that this amount be
included in the determination of the Company's 1995 intrastate return on equity.
In recognition of this recent FPSC order the $3.2 million of additional
depreciation recorded in December, 1994, due to the preliminary order, was
reversed in September, 1995.
7
<PAGE>
PART I.
Item 2.
UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
MARCH 31, 1996
Regulatory Issues (Continued)
- -----------------
On July 1, 1995, telecommunications reform legislation became law in Florida. In
summary, this legislation allows competition in the local telephone marketplace
beginning January 1, 1996, while replacing rate of return regulation with price
regulation. While the Company cannot predict the ultimate effects of this
legislation on its future operations, it does not expect a material adverse
impact in the near term.
In February 1996, the Telecommunications Act of 1996 (the Act) was signed into
law. The purpose of the Act is to promote competition in all aspects of
telecommunications. The Act requires telecommunications carriers to interconnect
with other carriers and to provide for resale, number portability, dialing
parity, access to rights-of-way and compensation for reciprocal traffic.
Additionally, incumbent local telephone companies are required to provide
nondiscriminatory unbundled access, resale at wholesale rates and notice of
changes that would affect interoperability of facilities and networks. The FCC
is to adopt mechanisms to ensure that essential telecommunications services are
affordable.
The Act also provides that regional Bell Operating Companies (RBOCs) may provide
long distance service that is out-of-region or incidental to audio/video
programming, Internet for schools, mobile services, information or alarm
services and telecommunications signaling. In order for an RBOC to provide
in-region long distance service, the Act requires the RBOC to comply with a
comprehensive competitive checklist and expands the role of the U.S. Department
of Justice in the FCC's determination of whether the entry of an RBOC into the
competitive long distance market is in the public interest. Additionally, there
must be a real facilities-based competitor for residential and business local
telephone service (or the failure of potential providers to request access)
prior to an RBOC providing in-region long distance service. RBOCs must provide
long distance services through a separate subsidiary for at least three years.
Until the RBOCs are allowed into long distance or three years have passed, long
distance carriers with more than five percent of the nation's access lines may
not jointly market RBOC resold local telephone service, and states may not
require RBOCs to provide intraLATA dialing parity.
Telecommunications companies may also provide video programming and cable
operators may provide telephone service in the same service area. The Act
prohibits telecommunications carriers and cable operators from acquiring more
than 10 percent of each other, except in rural and other specified areas.
The impact of the Act on the Company is unknown because a number of important
implementation issues (such as the nature and extent of continued subsidies for
local rates) still need to be decided by state or federal regulators. However,
the Company's historical prices and market share are likely to decline as a
result of increased local competition.
8
<PAGE>
PART I.
Item 2.
UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
MARCH 31, 1996
Liquidity and Capital Resources
- -------------------------------
Net cash provided by operating activities decreased slightly to $79.4 million
for the three months ended March 31, 1996, compared to $79.7 million for the
same period in 1995. The decrease in net cash generated is due to increased uses
of working capital, primarily related to accounts payable, mostly offset by
improved operating results.
Cash used by investing activities decreased to $37.8 million for the three
months ended March 31, 1996, compared to $44.8 million for the same period in
1995. This is due to a decrease in additions to property, plant and equipment.
The Company's planned construction expenditures for modernization and growth in
1996 are approximately $202.0 million.
Cash used by financing activities increased to $47.1 million for the three
months ended March 31, 1996, compared to $41.4 million for the same period in
1995. In January 1995, the Company issued $70 million of 8.375 percent Series HH
bonds to reduce commercial paper outstanding. At March 31, 1996, the Company's
lines of credit totaled $100.0 million, of which $100.0 million was unused.
Financial Condition
- -------------------
The Company's ratio of common equity to total capital was 57.1 percent at March
31, 1996, compared to 55.5 percent at December 31, 1995, and 59.4 percent at
March 31, 1995. The short-term debt to total capital ratio was 1.0 percent at
March 31, 1996, compared to 2.8 percent at December 31, 1995, and 2.6 percent at
March 31, 1995.
The Company's consolidated assets totaled $1.443 billion at March 31, 1996
compared to $1.445 billion at December 31, 1995. During that period, accounts
receivable increased $11.1 million due primarily to the timing of sales
activities and cash collections. Accounts payable decreased $24.8 million
generally due to the timing of cash disbursements. Commercial paper and notes
payable decreased $18.7 million primarily due to increased borrowings at year
end 1995 due to dividend payments. Accrued taxes increased $30.8 million due to
the timing of payments.
9
<PAGE>
PART I.
Item 2.
UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
MARCH 31, 1996
Results of Operations
- ---------------------
The Company adopted accounting principles for a competitive marketplace
effective December 31, 1995 and discontinued applying Statement of Financial
Accounting Standards (SFAS) No. 71, "Accounting for the Effects of Certain Types
of Regulation." The primary effects of the Company's discontinued application of
SFAS No. 71 were that certain accumulated depreciation balances were increased,
plant asset lives were shortened from regulator-prescribed lives to estimated
economic lives, switch software costs which had previously been expensed as
incurred are now being capitalized and amortized, and the effects of any actions
of regulators that had been recognized as assets and liabilities pursuant to
SFAS No. 71 but which would not have been recognized as such by enterprises in
general were eliminated from the consolidated balance sheet. It is not expected
that the discontinued application of SFAS No. 71 will have a significant impact
on 1996 operating results.
As discussed in "Regulatory Issues," effective January 1, 1996, Florida changed
from rate of return regulation to price regulation. This change is resulting in
the recognition of seasonal trends in the Company's revenues.
Local service revenues are derived from providing telephone exchange services.
Local service revenues increased $8.9 million for the three months ended March
31, 1996, primarily due to access line growth, increased equipment leases and
increases in demand for custom calling features and inside wire maintenance
contracts.
Network access service revenues are derived from billing other carriers and
telephone customers for their use of the local network to complete long distance
calls in those instances where long distance service is not provided entirely by
the Company. Network access revenues increased $12.2 million for the three
months ended March 31, 1996. Access rate reductions that went into effect August
1, 1995 were more than offset in the three month period by increased minutes of
use. In addition, the adoption of the 5.3 percent productivity rate for the FCC
Interstate price cap plan, effective August, 1995, eliminated the rate of return
ceiling on interstate earnings, beginning July, 1995, and therefore increased
the retention of revenue.
Long distance revenues are derived principally from providing long distance
services within designated areas. These revenues decreased $2.5 million for the
three months ended March 31, 1996, primarily due to increased competition in
this market and the conversion of certain short-haul toll routes to flat rate
message plans. These flat rate revenue streams are included in local service
revenue.
10
<PAGE>
PART I.
Item 2.
UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
MARCH 31, 1996
Miscellaneous revenues include revenues related to directory publishing fees,
the provision of billing and collection services and operator services for
interexchange carriers, sales of telecommunication equipment and leasing of
network facilities. The increase in miscellaneous revenues of $2.5 million for
the three months ended March 31, 1996 was primarily due to increases in
directory revenues.
Plant expenses decreased $2.5 million for the three months ended March 31, 1996
from the comparable period in 1995. In conjunction with the adoption of
accounting principles for a competitive marketplace, switch software costs which
had previously been expensed as incurred are now being capitalized and
amortized, resulting in a decrease in plant expense. In addition, the expense
decrease was also attributed to decreased movement and repairs of cable and wire
which was partially offset by increased computer expenses.
Depreciation expense for the three months ended March 31, 1996 was consistent
with that for the three months ended March 31, 1995. In conjunction with the
December 31, 1995 adoption of accounting principles for a competitive
marketplace, an adjustment was made to increase the accumulated depreciation
balance. This adjustment resulted in certain assets becoming fully depreciated,
thus reducing depreciation expense in the three months ended March 31, 1996.
This reduction was offset by amortization of switch software costs which are
now being capitalized. Throughout 1996, this amortization is expected to
substantially offset the related decrease in plant expense discussed above.
Accordingly, the annual impact on operations resulting from the capitalization
of switch software is not expected to be significant. Additionally, the impact
of shortened asset lives resulting from the discontinued application of SFAS No.
71 is not expected to have a significant effect on 1996 operating results.
Customer operations expense increased $1.4 million for the three months ended
March 31, 1996, primarily due to increases in expenses associated with expanded
hours of business office operations, increases in the number of customer
contacts and increased directory expenses.
Corporate operations expense increased $1.2 million for the three months ended
March 31, 1996, due to an increase in general and administrative services
provided by Sprint.
11
<PAGE>
UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
QUARTER ENDED MARCH 31, 1996
OTHER INFORMATION
Item 1. Legal Proceedings
There were no reportable events during the quarter ended March
31, 1996.
Item 2. Changes in Securities
Omitted under the provisions of General Instruction H.
Item 3. Defaults Upon Senior Securities
Omitted under the provisions of General Instruction H.
Item 4. Submission of Matters to a Vote of Security Holders
Omitted under the provisions of General Instruction H.
Item 5. Other Information
There were no reportable events during the quarter ended March
31, 1996.
Item 6. Exhibits and Reports on Form 8-K
No reports on Form 8-K were required to be filed during the
quarter ended March 31, 1996.
12
<PAGE>
UNITED TELEPHONE COMPANY OF FLORIDA
FORM 10-Q
QUARTER ENDED MARCH 31, 1996
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
UNITED TELEPHONE COMPANY OF FLORIDA
-----------------------------------
(Registrant)
Date May 14, 1996 By /s/ J.J. Beling
------------ ----------------------------------
J. J. Beling
Controller & Chief Accounting Officer
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000037664
<NAME> UNITED TELEPHONE COMPANY OF FLORIDA
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1.00
<CASH> 3,788
<SECURITIES> 0
<RECEIVABLES> 174,253
<ALLOWANCES> 3,304
<INVENTORY> 28,253
<CURRENT-ASSETS> 210,587
<PP&E> 2,639,941
<DEPRECIATION> 1,448,776
<TOTAL-ASSETS> 1,443,047
<CURRENT-LIABILITIES> 214,365
<BONDS> 437,291
0
0
<COMMON> 16,250
<OTHER-SE> 582,312
<TOTAL-LIABILITY-AND-EQUITY> 1,443,047
<SALES> 0
<TOTAL-REVENUES> 248,244
<CGS> 0
<TOTAL-COSTS> 138,406
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,481
<INCOME-PRETAX> 72,969
<INCOME-TAX> 25,697
<INCOME-CONTINUING> 40,868
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 40,868
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
