-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I938H+cOWgFxwqVICHKTkRYuQenTIUNY+4/EuXbyzGXphEpzVWGbcAVN7d1LhfCu aFmoTgXDAAioigtWwsr4hg== 0000950135-03-004292.txt : 20030812 0000950135-03-004292.hdr.sgml : 20030812 20030811185324 ACCESSION NUMBER: 0000950135-03-004292 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030808 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEVADA POWER CO CENTRAL INDEX KEY: 0000071180 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 880045330 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 002-28348 FILM NUMBER: 03835636 BUSINESS ADDRESS: STREET 1: 6226 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89146 BUSINESS PHONE: 7023675000 MAIL ADDRESS: STREET 1: P O BOX 230 CITY: LAS VEGAS STATE: NV ZIP: 89151 FORMER COMPANY: FORMER CONFORMED NAME: SOUTHERN NEVADA POWER CO DATE OF NAME CHANGE: 19701113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SIERRA PACIFIC RESOURCES /NV/ CENTRAL INDEX KEY: 0000741508 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 880198358 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08788 FILM NUMBER: 03835634 BUSINESS ADDRESS: STREET 1: PO BOX 30150 STREET 2: 6100 NEIL RD CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 7758344011 MAIL ADDRESS: STREET 1: P O BOX 30150 STREET 2: 6100 NEIL ROAD CITY: RENO STATE: NV ZIP: 89511 8-K 1 b47393spe8vk.txt SIERRA PACIFIC RESOURCES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) August 8, 2003
Commission File Registrant, State of Incorporation, Address of I.R.S. Employer Number Principal Executive Offices and Telephone Number Number 1-8788 SIERRA PACIFIC RESOURCES 88-0198358 P.O. Box 10100 (6100 Neil Road) Reno, Nevada 895-0400 (89511) (775) 834-4011 1-4698 NEVADA POWER COMPANY 88-0045330 6226 West Sahara Avenue Las Vegas, Nevada 89146 (702) 367-5000
None - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) ITEM 5. OTHER EVENTS On August 8, 2003, Nevada Power Company (the "Company"), a wholly-owned subsidiary of Sierra Pacific Resources, issued a press release announcing that it is seeking to raise $350 million through a private placement of its General and Refunding Mortgage Notes, Series G, with an anticipated maturity of 10 years, in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). A copy of the press release is attached as Exhibit 99.1 hereto. In connection with this private placement, the Company has prepared an Offering Memorandum for distribution to the potential purchasers. The notes issued in this private placement will not be registered under the Securities Act of 1933, and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Excerpts from this Offering Memorandum containing certain financial information regarding the Company are attached hereto as Exhibit 99.2 hereto. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired Not required (b) Pro forma financial information Not required (c) Exhibits 99.1 Press Release issued August 8, 2003 99.2 Excerpts from the Offering Memorandum SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have each duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized. SIERRA PACIFIC RESOURCES ------------------------ (Registrant) Date: August 11, 2003 By: /s/ Richard K. Atkinson ----------------------- Richard K. Atkinson Vice President and Chief Financial Officer NEVADA POWER COMPANY -------------------- (Registrant) Date: August 11, 2003 By: /s/ Richard K. Atkinson ----------------------- Richard K. Atkinson Vice President and Chief Financial Officer EXHIBIT INDEX 99.1 - Press Release issued August 8, 2003 99.2 - Excerpts from the Offering Memorandum EX-99.1 3 b47393spexv99w1.txt PRESS RELEASE DATED 8-8-03 Exhibit 99.1 NEVADA POWER ANNOUNCES PRIVATE OFFERING AUGUST 8, 2003 Nevada Power Contact: Andrea Smith Phone: (702) 367-5683 For Immediate Release Las Vegas, Nev. -- Nevada Power Company, a subsidiary of Sierra Pacific Resources (NYSE: SRP), today announced that it will privately offer $350 million principal amount of its General and Refunding Mortgage Notes, Series G, with an anticipated maturity of 10 years. The sale of the notes is expected to be consummated in mid-August 2003. Nevada Power Company plans to use the proceeds from the sale of the notes to repay maturing debt; $210 million principal amount of its unsecured 6% Notes due September 15, 2003, and $140 million principal amount of its General and Refunding Mortgage Notes, Floating Rate, Series B, due October 15, 2003, on or prior to maturity. The notes will be secured by the lien of the Company's General and Refunding Mortgage Indenture, which constitutes a lien on substantially all of the company's real property and tangible personal property located in the State of Nevada. The notes will be sold to qualified institutional buyers in reliance on Rule 144A and outside the United States in compliance with Regulation S under the Securities Act of 1933 (the "Securities Act"). The notes will not be registered under the Securities Act and may not be offered or sold by holders thereof without registration unless an exemption from such registration is available. Nevada Power Company is a regulated public utility engaged in the distribution, transmission, generation, purchase and sale of electric energy in the southern Nevada communities of Las Vegas, North Las Vegas, Henderson, Searchlight, Laughlin and their adjoining areas. The Company also provides electricity to Nellis Air Force Base, the Department of Energy at Mercury and Jackass Flats at the Nevada Test Site. Nevada Power Company provides electricity to approximately 669,000 residential and business customers in a 4,500 square mile service area. This press release does not constitute an offer to sell these securities, nor a solicitation of an offer to purchase these securities, nor is it a solicitation of any proxy or consent for any purpose. This press release may contain forward-looking statements regarding the future performance of the Company within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from current expectations. If we are unable to consummate the offering of the notes in a timely manner, our ability to repay the $350 million of our indebtedness referenced above will be adversely affected. Other risks and uncertainties include, but are not limited to, further unfavorable rulings in future rate cases, the ability of the Company to access capital markets for working capital and the repayment of maturing debt, whether suppliers, such as Enron Power Marketing, that have terminated their power supply agreements with us will be successful in pursuing their claims against us for liquidated damages, whether we will have sufficient liquidity to pay our power requirements, operating hazards, uninsured risks and changes in energy-related federal or state legislation and regulations. Additional cautionary statements regarding other risk factors that could have an effect on the future performance of the Company are contained in the Company's 10-K for the year ended December 31, 2002 and the Company's 10-Q for the quarter ended June 30, 2003, filed with the Securities and Exchange Commission. The Company undertakes no obligation to release publicly the result of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. EX-99.2 4 b47393spexv99w2.txt EXCERPTS FROM THE OFFERING MEMORANDUM Exhibit 99.2 Reference in this offering memorandum to "we," "us," "our" and "NPC" refer to Nevada Power Company, unless the context indicates otherwise. ...................... SELECTED SUMMARY FINANCIAL AND OPERATING DATA The following table summarizes our historical financial and operating data. You should read this table in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes contained herein. The summary financial data as of December 31, 2002 and 2001 and for each of the years in the three-year period ended December 31, 2002 have been derived from our audited financial statements contained or incorporated by referenced in this offering memorandum. The summary financial data as of June 30, 2003 and for the six-month periods ended June 30, 2003 and 2002 have been derived from our unaudited interim financial statements included in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2003. The summary financial data for the twelve month period ended June 30, 2003 have been derived from the summary data for the year ended December 31, 2002 and the summary financial data for the six months ended June 30, 2003 and 2002. Interim results for the six months ended June 30, 2003 are not necessarily indicative of results that can be expected in future periods. The information under "Operating Data" below is not directly derived from our financial statements, but have been presented to provide additional data for your analysis.
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, TWELVE MONTHS --------------------------------------- ----------------------- ENDED JUNE 30, 2000 2001 2002 2002 2003 2003 ----------- ----------- ----------- ---------- ---------- -------------- (DOLLARS IN THOUSANDS, EXCEPT OPERATING DATA) INCOME STATEMENT DATA: Operating Revenues: Electric.................. $ 1,326,192 $ 3,025,103 $ 1,901,034 $ 833,331 $ 757,164 $1,824,867 Operating Income (Loss)....... 74,182 144,364 (104,003) (230,597) 27,897 154,491 ----------- ----------- ----------- ---------- ---------- ---------- Net Income (Loss)............. $ (7,928) $ 63,405 $ (235,070) $ (295,329) $ (37,438) $ 22,821 ----------- ----------- ----------- ---------- ---------- ---------- OTHER FINANCIAL DATA: Capital Expenditures.......... 196,636 196,896 250,441 116,106 106,986 241,321 Interest Expense.............. 70,390 92,677 116,869 51,875 69,447 134,441 Net Cash Flows from Operating Activities.................. 113,711 (757,402) 253,757 101,437 28,190 180,510 Net Cash from Investing Activities.................. (196,636) (197,011) (252,680) (117,048) (120,720) (256,352) Net Cash from Financing Activities.................. 126,540 919,060 85,427 66,983 18,639 37,083 BALANCE SHEET DATA (END OF PERIOD): Cash and Cash Equivalents..... $ 43,858 $ 8,505 $ 95,009 $ 59,877 $ 21,118 $ 21,118 Utility Plant(1).............. 2,462,962 2,562,351 2,697,995 2,630,280 2,760,664 2,760,664 Short-Term Borrowings......... 100,000 130,500 -- 200,000 20,000 20,000 Long-Term Obligations (Including Current Maturities)................. 1,180,694 1,627,347 1,843,274 1,624,824 1,841,913 1,841,913 Total Debt.................... 1,280,694 1,757,847 1,843,274 1,824,824 1,861,913 1,861,913 Preferred Trust Securities.... 188,872 188,872 188,872 188,872 188,872 188,872 Common Shareholders' Equity... 887,737 1,393,583 1,149,131 1,098,149 1,111,823 1,111,823 Total Capitalization(2)....... 2,357,303 3,340,302 3,181,277 3,111,845 3,162,608 3,162,608
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, TWELVE MONTHS --------------------------------------- ----------------------- ENDED JUNE 30, 2000 2001 2002 2002 2003 2003 ----------- ----------- ----------- ---------- ---------- -------------- (DOLLARS IN THOUSANDS, EXCEPT OPERATING DATA) OPERATING DATA: Number of Retail Customers: Residential................. 526,899 552,276 573,956 562,645 593,522 593,522 Commercial.................. 69,536 72,606 75,091 73,694 77,847 77,847 Industrial.................. 1,144 1,219 1,242 1,220 1,285 1,285 Other....................... 64 68 67 67 71 71 ----------- ----------- ----------- ---------- ---------- ---------- Total Retail Customers.... 597,643 626,169 650,356 637,626 672,725 672,725 ----------- ----------- ----------- ---------- ---------- ---------- Annual Load Factor............ 49.3% 49.0% 49.0% -- -- -- Peak Load (MW)(3)............. 4,325 4,412 4,617 4,082 4,301 4,617 Total Retail Sales (MWh)...... 16,363,000 16,799,000 17,197,000 7,885,000 7,888,000 17,200,000 Average Retail Revenue per MWh......................... $ 63.99 $ 83.06 $ 89.63 $ 86.51 $ 85.03 $ 88.92 Purchased Power (MWh)......... 9,659,118 19,268,305 12,908,000 5,782,000 5,529,000 12,655,000 Average Cost per MWh of Purchased Power(4).......... $ 69.51 $ 157.06 $ 78.46 $ 74.89 $ 57.70 $ 71.02 Company Generated Power (MWh)....................... 10,744,466 9,899,195 10,147,000 4,656,000 3,919,000 9,410,000 Average Fuel Cost per MWh of Generated Power............. $ 27.25 $ 44.64 $ 30.48 $ 33.76 $ 30.57 $ 28.89
- ------------ (1) Amounts include plant in service and construction work in progress, less accumulated provision for depreciation. (2) Amounts include total debt, preferred trust securities and common shareholder's equity. (3) Nevada Power's peak load through June 30, 2003 occurred on July 12, 2002. Nevada Power has subsequently reported a new peak load on July 22, 2003 of 4,808 MWs. (4) Average costs per MWh for the years ended December 31, 2002 and the six months ended June 30, 2002 exclude contract termination costs of approximately $229 million. SELECTED FINANCIAL INFORMATION The following table summarizes our selected historical financial data, which you should read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our financial statements and related notes contained herein, which should be read in their entirety. Our obligations under the notes will not be guaranteed by Sierra Pacific Resources, Sierra Pacific Power Company or any other entity. The selected financial data have been derived from our financial statements. The unaudited interim period selected financial data, in our opinion, reflect all adjustments necessary to present fairly the data for such periods. Interim results for the six months ended June 30, 2003 are not necessarily indicative of results that can be expected in future periods.
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, -------------------------------------------------------------- ----------------------- 1998 1999 2000 2001 2002 2002 2003 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) INCOME STATEMENT DATA: Operating Revenues: Electric............... $ 873,682 $ 977,262 $1,326,192 $3,025,103 $1,901,034 $ 833,331 $ 757,164 Operating Expenses: Operation: Purchased Power...... 283,838 293,600 671,396 3,026,336 1,241,783 661,992 319,029 Fuel for Power Generation......... 149,804 154,546 292,787 441,900 309,293 157,196 119,804 Deferred Energy Costs Disallowed......... -- -- -- -- 434,123 434,123 45,964 Deferral of Energy Costs -- net....... (29,680) 97,238 16,719 (937,322) (179,182) (194,835) 84,227 Other................ 134,652 141,041 139,723 169,442 167,768 77,270 92,215 Maintenance............ 49,082 50,805 34,057 45,136 41,200 23,526 29,187 Depreciation and Amortization......... 73,562 80,644 85,989 93,101 98,198 47,949 52,621 Taxes: Income Taxes......... 42,949 19,943 (12,162) 17,775 (133,411) (156,480) (26,822) Other than Income.... 22,198 22,462 23,501 24,371 25,265 13,187 13,042 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 726,405 860,279 1,252,010 2,880,739 2,005,037 1,063,928 729,267 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Operating Income (Loss)................. 147,277 116,983 74,182 144,364 (104,003) (230,597) 27,897 Other Income (Expense): Allowance for Other Funds Used During Construction......... 8,944 3,713 2,456 (382) (153) 501 1,641 Other Income (Expense) -- net..... (4,602) (1,824) 996 27,272 1,127 (5,772) 10,057 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 4,342 1,889 3,452 26,890 974 (5,271) 11,698 ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Income Before Interest Charges....... 151,619 118,872 77,634 171,254 (103,029) (235,868) 39,595 Interest Charges: Long-Term Debt......... 56,995 64,454 64,513 81,599 98,886 46,954 59,029 Other.................. 6,018 8,815 13,732 13,219 21,395 6,882 11,994 Allowance for Borrowed Funds Used During Construction and Capitalized Interest............. (6,080) (8,356) (7,855) (2,141) (3,412) (1,961) (1,576) ---------- ---------- ---------- ---------- ---------- ---------- ---------- 56,933 64,913 70,390 92,677 116,869 51,875 69,447 ---------- ---------- ---------- ---------- ---------- ---------- ----------
SIX MONTHS ENDED YEAR ENDED DECEMBER 31, JUNE 30, -------------------------------------------------------------- ----------------------- 1998 1999 2000 2001 2002 2002 2003 ---------- ---------- ---------- ---------- ---------- ---------- ---------- (DOLLARS IN THOUSANDS) Income (Loss) Before NPC Obligated Mandatorily Redeemable Preferred Trust Securities....... 94,686 53,959 7,244 78,577 (219,898) (287,743) (29,852) Obligated Mandatorily Redeemable Preferred Trust Securities......... (11,013) (15,172) (15,172) (15,172) (15,172) (7,586) (7,586) Income (Loss) Before Preferred Stock Dividends.............. 83,673 38,787 (7,928) 63,405 (235,070) (295,329) (37,438) Preferred Stock Dividend Requirements......... (174) (95) -- -- -- -- -- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Net Income (Loss)........ $ 83,499 $ 38,692 $ (7,928) $ 63,405 $ (235,070) $ (295,329) $ (37,438) ========== ========== ========== ========== ========== ========== ========== RATIO OF EARNINGS TO FIXED CHARGES(1)(2).... 2.51x 1.53x -- 1.82x -- -- -- BALANCE SHEET DATA (END OF PERIOD): Cash and Cash Equivalents............ $ 1,770 $ 243 $ 43,858 $ 8,505 $ 95,009 $ 59,877 $ 21,118 Utility Plant(3)......... 2,199,886 2,352,641 2,462,962 2,562,351 2,697,995 2,630,280 2,760,664 Short-Term Borrowings.... 105,000 182,000 100,000 130,500 0 200,000 20,000 Long-Term Obligations (Including Current Maturities)............ 950,607 1,020,846 1,180,694 1,627,347 1,843,274 1,624,824 1,841,913 Total Debt............... 1,055,607 1,202,846 1,280,694 1,757,847 1,843,274 1,824,824 1,861,913 Preferred Stock.......... 3,265 -- -- -- -- -- -- Preferred Trust Securities............. 188,872 188,872 188,872 188,872 188,872 188,872 188,872 Common Shareholders' Equity................. 864,036 822,973 887,737 1,393,583 1,149,131 1,098,149 1,111,823 Total Capitalization(4)...... 2,111,780 2,214,691 2,357,303 3,340,302 3,181,277 3,111,845 3,162,608
- ------------ (1) For the purpose of calculating the ratio of earnings to fixed charges, "Fixed Charges" represent the aggregate of interest charges on short-term and long-term debt distributions on preferred securities, allowance for funds used during construction, capitalized interest and the portion of interest expense deemed attributable to interest. "Earnings" represent the income (or loss) from continuing operations before income taxes, plus fixed charges. (2) For the six months ended June 30, 2002 and 2003, earnings were insufficient to cover fixed charges by $456,313 and $60,643, respectively. For the year ended December 31, 2000 and December 31, 2002, earnings were insufficient to cover fixed charges by $25,169 and $370,266, respectively. (3) Amounts include plant in service and construction work in progress, less accumulated provision for depreciation. (4) Amounts include total debt, preferred trust securities, accumulated other comprehensive income and common shareholders' equity. -----END PRIVACY-ENHANCED MESSAGE-----