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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, 2003

    
    

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 1-16495

 

 

VERIZON SOUTH INC.

 

A Virginia Corporation

 

I.R.S. Employer Identification No. 56-0656680

 

 

1095 Avenue of the Americas, Room 3868, New York, New York 10036

 

Telephone Number (212) 395-2121

 

 


 

 

THE 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 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    ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes    ¨    No    x


Table of Contents

Verizon South Inc.

 

 

TABLE OF CONTENTS

 

         

Page


PART I    

  

Financial Information

    

    Item 1.

  

Financial Statements

    
    

Condensed Statements of Income

    
    

Three Months Ended March 31, 2003 and 2002

  

1

    

Condensed Balance Sheets

    
    

March 31, 2003 and December 31, 2002

  

2

    

Condensed Statements of Cash Flows

    
    

Three Months Ended March 31, 2003 and 2002

  

4

    

Notes to Condensed Financial Statements

  

5

    Item 2.    

  

Management’s Discussion and Analysis of Results of Operations

  

8

    Item 4.

  

Controls and Procedures

  

14

PART II

  

Other Information

    

    Item 6.

  

Exhibits and Reports on Form 8-K

  

15

Signatures

  

16

Certifications

  

17

Exhibit Index

  

19

 


Table of Contents

Verizon South Inc.

 

 

PART I – FINANCIAL INFORMATION

 

Item 1.   Financial Statements

 

 

CONDENSED STATEMENTS OF INCOME

 

    

Three Months Ended March 31,


(Dollars in Millions) (Unaudited)

  

2003

  

2002


Operating Revenues (including $11.5 and $18.9 from affiliates)

  

$

237.8

  

$

394.5

    

  

Operating Expenses (including $41.4 and $63.4 to affiliates)

             

Cost of services and sales (exclusive of items shown below)

  

 

64.7

  

 

90.5

Selling, general and administrative expense

  

 

49.9

  

 

68.3

Depreciation and amortization

  

 

50.8

  

 

49.8

    

  

Total Operating Expenses

  

 

165.4

  

 

208.6

    

  

Operating Income

  

 

72.4

  

 

185.9

Other income, net (including $3.4 and $1.4 from affiliates)

  

 

3.5

  

 

1.4

Interest expense (including $.2 and $.1 to affiliate)

  

 

20.3

  

 

19.5

    

  

Income before provision for income taxes and cumulative effect of change in accounting principle

  

 

55.6

  

 

167.8

Provision for income taxes

  

 

21.8

  

 

66.0

    

  

Income Before Cumulative Effect of Change In Accounting Principle

  

 

33.8

  

 

101.8

Cumulative effect of change in accounting principle, net of tax

  

 

46.7

  

 

—  

    

  

Net Income

  

$

80.5

  

$

101.8

    

  

 

See Notes to Condensed Financial Statements.

 

1


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Verizon South Inc.

 

 

CONDENSED BALANCE SHEETS

 

ASSETS

 

(Dollars in Millions)

  

March 31, 2003

  

December 31, 2002


    

(Unaudited)

    

Current assets

         

Short-term investments

  

$     17.3

  

$     25.8

Note receivable from affiliate

  

84.9

  

80.6

Accounts receivable:

         

Trade and other, net of allowances for uncollectibles of $44.6 and $44.9

  

149.1

  

159.7

Affiliates

  

31.6

  

26.8

Material and supplies

  

7.0

  

6.3

Prepaid expenses

  

1.1

  

19.1

Other

  

23.3

  

21.7

    
  
    

314.3

  

340.0

    
  

Plant, property and equipment

  

3,241.5

  

3,229.6

Less accumulated depreciation

  

1,932.1

  

1,972.4

    
  
    

1,309.4

  

1,257.2

    
  

Prepaid pension asset

  

386.4

  

380.3

    
  

Other assets

  

35.6

  

36.0

    
  

Total assets

  

$2,045.7

  

$2,013.5

    
  

 

See Notes to Condensed Financial Statements.

 

2


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Verizon South Inc.

 

 

CONDENSED BALANCE SHEETS

 

LIABILITIES AND SHAREOWNER’S INVESTMENT

 

(Dollars in Millions)

    

March 31, 2003

      

December 31, 2002

 

      

(Unaudited)

          

Current liabilities

                 

Accounts payable and accrued liabilities:

                 

Affiliates

    

$     50.0

 

    

$     70.3

 

Other

    

59.4

 

    

96.1

 

Other current liabilities

    

119.0

 

    

127.5

 

      

    

      

228.4

 

    

293.9

 

      

    

Long-term debt

    

899.8

 

    

899.7

 

      

    

Employee benefit obligations

    

213.2

 

    

212.4

 

      

    

Deferred credits and other liabilities

                 

Deferred income taxes

    

238.3

 

    

208.1

 

Other

    

75.9

 

    

75.8

 

      

    

      

314.2

 

    

283.9

 

      

    

Shareowner’s investment

                 

Common stock – one share, without par value

    

525.0

 

    

525.0

 

Accumulated deficit

    

(134.9

)

    

(201.4

)

      

    

      

390.1

 

    

323.6

 

      

    

Total liabilities and shareowner’s investment

    

$2,045.7

 

    

$2,013.5

 

      

    

 

See Notes to Condensed Financial Statements.

 

3


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Verizon South Inc.

 

 

CONDENSED STATEMENTS OF CASH FLOWS

 

    

Three Months Ended
March 31,


 

(Dollars in Millions) (Unaudited)

  

2003

    

2002

 

Net Cash Provided by Operating Activities

  

$

34.7

 

  

$

135.1

 

    


  


Cash Flows from Investing Activities

                 

Capital expenditures (including capitalized network and non-network software)

  

 

(24.9

)

  

 

(78.0

)

Net change in short-term investments

  

 

8.5

 

  

 

12.3

 

Change in note receivable from affiliate

  

 

(4.3

)

  

 

(1.8

)

Investment in unconsolidated business

  

 

—  

 

  

 

(2.1

)

Other, net

  

 

—  

 

  

 

.1

 

    


  


Net cash used in investing activities

  

 

(20.7

)

  

 

(69.5

)

    


  


Cash Flows from Financing Activities

                 

Dividends paid

  

 

(14.0

)

  

 

(68.0

)

Capital contribution from parent

  

 

—  

 

  

 

2.1

 

Net change in outstanding checks drawn on controlled disbursement accounts

  

 

—  

 

  

 

.3

 

    


  


Net cash used in financing activities

  

 

(14.0

)

  

 

(65.6

)

    


  


Net change in cash

  

 

—  

 

  

 

—  

 

Cash, beginning of period

  

 

—  

 

  

 

.1

 

    


  


Cash, end of period

  

$

—  

 

  

$

.1

 

    


  


 

See Notes to Condensed Financial Statements.

 

4


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Verizon South Inc.

 

 

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

 

1.    Basis of Presentation

 

Verizon South Inc. is a wholly owned subsidiary of GTE Corporation (GTE), which is a wholly owned subsidiary of Verizon Communications Inc. (Verizon). The accompanying unaudited condensed financial statements have been prepared based upon Securities and Exchange Commission rules that permit reduced disclosure for interim periods. These financial statements reflect all adjustments that are necessary for a fair presentation of results of operations and financial position for the interim periods shown including normal recurring accruals. The results for the interim periods are not necessarily indicative of results for the full year. The balance sheet at December 31, 2002 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For a more complete discussion of significant accounting policies and certain other information, you should refer to the financial statements included in our 2002 Annual Report on Form 10-K.

 

We have reclassified certain amounts from prior year’s data to conform to the 2003 presentation.

 

 

2.    Adoption of New Accounting Standards

 

Stock-Based Compensation

 

We participate in employee compensation plans sponsored by Verizon with awards of Verizon common stock. Prior to 2003, Verizon accounted for stock-based employee compensation under Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations, and followed the disclosure-only provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation.” In accordance with APB Opinion No. 25, no stock-based employee compensation expense for our fixed stock option plans is reflected in our 2002 net income as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

 

Effective January 1, 2003, Verizon adopted the fair value recognition provisions of SFAS No. 123, using the prospective method (as permitted under SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure”) to all new awards granted, modified or settled after January 1, 2003. Under the prospective method, employee compensation expense in the first year will be recognized for new awards granted, modified, or settled. The options generally vest over a term of three years, therefore the expense related to stock-based employee compensation included in the determination of net income for the first quarter of 2003 is less than what would have been recorded if the fair value method was also applied to previously issued awards. The following table illustrates the effect on net income if the fair value method had been applied to all outstanding and unvested options in each period:

 

    

Three Months Ended March 31,


 

(Dollars in Millions)

  

2003

    

2002

 

Net income, as reported

  

$

80.5

 

  

$

101.8

 

Add: Stock option-related employee compensation expense included in reported net income, net of related tax effects

  

 

—  

 

  

 

—  

 

Deduct: Total stock option-related employee compensation expense determined under fair value based method for all awards, net of related tax effects

  

 

(.1

)

  

 

(.8

)

    


  


Pro forma net income

  

$

80.4

 

  

$

101.0

 

    


  


 

After-tax compensation expense for other stock-based compensation included in net income as reported for the three months ended March 31, 2003 and 2002 was not material.

 

Asset Retirement Obligations

 

Effective January 1, 2003, we adopted SFAS No. 143, “Accounting for Asset Retirement Obligations.” This standard provides the accounting for the cost of legal obligations associated with the retirement of long-lived assets. SFAS No. 143 requires that companies recognize the fair value of a liability for asset retirement obligations in the period in which the obligations are incurred and capitalize that amount as part of the book value of the long-lived asset. We have determined that we do not have a material legal obligation to remove long-lived assets as described by this statement. However, prior to the adoption of SFAS No. 143, we included estimated removal costs in our group depreciation models. These costs have increased depreciation

 

5


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Verizon South Inc.

 

 

expense and accumulated depreciation for future removal costs for existing assets. These removal costs were recorded as a reduction to accumulated depreciation when the assets were retired and removal costs were incurred.

 

For some assets, such as telephone poles, the removal costs exceeded salvage value. Under the provisions of SFAS No. 143, we are required to exclude costs of removal from our depreciation rates for assets for which the removal costs exceed salvage. Accordingly, in connection with the initial adoption of this standard on January 1, 2003, we have reversed accrued costs of removal in excess of salvage from our accumulated depreciation accounts for these assets. The adjustment was recorded as a cumulative effect of an accounting change, resulting in the recognition of a gain of $76.7 million ($46.7 million after-tax). Effective January 1, 2003, we began expensing costs of removal in excess of salvage for these assets as incurred. The ongoing impact of this change in accounting resulted in a decrease in depreciation expense and an increase in cost of services and sales, which was not material to our total operating results for the three month period ended March 31, 2003.

 

Debt Extinguishment

 

In April 2002, the Financial Accounting Standards Board (FASB) issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS No. 145, among other things, eliminates the requirement that all gains and losses on the extinguishment of debt must be classified as extraordinary items on the income statement, thereby permitting the classification of such gains and losses as extraordinary items only if they meet the criteria of APB Opinion No. 30, “Reporting the Results of Operations – Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.” We adopted this provision of SFAS No. 145 effective January 1, 2003 and, upon adoption, reclassified the losses on the early extinguishment of debt and related tax benefits that were previously reported in our statements of income as extraordinary items to Other expense and Provision for income taxes.

 

 

3.    Dividend

 

On May 1, 2003, we declared and paid a dividend in the amount of $14.0 million to our parent, GTE.

 

 

4.    Shareowner’s Investment

 

(Dollars in Millions)

  

Common Stock

  

Accumulated Deficit

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