UNITED STATES
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 9, 2005
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Commission | | Registrant, Address of Principal Executive | | I.R.S. Employer | | State of |
File Number | | Offices and Telephone Number | | Identification Number | | Incorporation |
| | | | | | |
1-08788 | | SIERRA PACIFIC RESOURCES | | 88-0198358 | | Nevada |
| | P.O. Box 10100 | | | | |
| | (6100 Neil Road) | | | | |
| | Reno, Nevada 89520-0400 (89511) | | | | |
| | (775) 834-4011 | | | | |
None
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o | | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 8.01. Other Events.
On August 9, 2005, Sierra Pacific Resources (the “Company”) issued a press release announcing a planned institutional private placement of $225 million of its long term senior notes (the “Notes”) pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 135(c) of the Securities Act, the Company files a copy of the press release as Exhibit 99.1 hereto.
Item 7.01 Regulation FD Disclosure.
The information set forth below is included in a presentation to be provided to institutional investors by the Company in connection with the offering of the Notes pursuant to Rule 144A under the Securities Act. Pursuant to general instruction B.2 to Form 8-K, the information furnished pursuant to Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The following tables define EBITDA as earnings before interest, taxes, depreciation, and amortization adjusted for other operating expenses for the periods shown below:
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(in thousands)
| | | | | | | | | | | | | | | | |
| | 6 months ended | | | 6 months ended | | | Year ended | | | 12 months ended | |
| | June 30, 2005 | | | June 30, 2004 | | | 2004 | | | June 30, 2005 | |
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Nevada Power Company | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | 12,936 | | | | ($1,816 | ) | | $ | 104,312 | | | $ | 119,064 | |
Deferred energy cost disallowed | | | | | | | 1,586 | | | | 1,586 | | | | | |
Disallowed merger cost | | | | | | | 3,961 | | | | 3,961 | | | | | |
Disallowed plant cost | | | | | | | | | | | | | | | | |
Impairment of goodwill | | | | | | | | | | | | | | | | |
| | |
Adjusted Net Income (Loss) | | $ | 12,936 | | | $ | 3,731 | | | $ | 109,859 | | | $ | 119,064 | |
| | | | | | | | | | | | | | | | |
Interest charge | | | 81,921 | | | | 82,956 | | | | 137,388 | | | | 136,353 | |
Income tax expenses (Benefits) | | | 6,009 | | | | (1,069 | ) | | | 56,572 | | | | 63,650 | |
Depreciation and Amortization | | | 61,163 | | | | 58,730 | | | | 118,841 | | | | 121,274 | |
| | |
EBITDA | | $ | 162,029 | | | $ | 144,348 | | | $ | 422,660 | | | $ | 440,341 | |
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| | | | | | | | | | | | | | | | |
| | 6 months ended | | | 6 months ended | | | Year ended | | | 12 months ended | |
| | June 30, 2005 | | | June 30, 2004 | | | 2004 | | | June 30, 2005 | |
| | |
Sierra Pacific Power Company | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net Income (Loss) | | $ | 17,036 | | | | ($24,516 | ) | | $ | 18,577 | | | $ | 60,129 | |
Deferred energy cost disallowed Disallowed merger cost | | | | | | | 1,929 | | | | 1,929 | | | | | |
Disallowed plant cost | | | | | | | 47,092 | | | | 47,092 | | | | | |
Impairment of goodwill | | | | | | | | | | | | | | | | |
| | |
Adjusted Net Income (Loss) | | $ | 17,036 | | | $ | 24,505 | | | $ | 67,598 | | | $ | 60,129 | |
| | | | | | | | | | | | | | | | |
Interest charge | | | 36,288 | | | | 39,208 | | | | 62,831 | | | | 59,911 | |
Income tax expenses (Benefits) | | | 10,569 | | | | (15,053 | ) | | | 325 | | | | 25,947 | |
Depreciation and Amortization | | | 44,924 | | | | 43,336 | | | | 86,806 | | | | 88,394 | |
| | |
EBITDA | | $ | 108,817 | | | $ | 91,996 | | | $ | 217,560 | | | $ | 234,381 | |
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| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
| | 6 months ended | | | 6 months ended | | | Year ended | | | 12 months ended | |
| | June 30, 2005 | | | June 30, 2004 | | | 2004 | | | June 30, 2005 | |
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Sierra Pacific Resources | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Income (Loss) from continuing operations | | $ | 1,509 | | | | ($83,742 | ) | | $ | 35,635 | | | $ | 120,886 | |
Deferred energy cost disallowed | | | | | | | 1,586 | | | | 1,586 | | | | | |
Disallowed merger cost | | | | | | | 5,890 | | | | 5,890 | | | | | |
Disallowed plant cost | | | | | | | 47,092 | | | | 47,092 | | | | | |
Impairment of goodwill | | | | | | | 11,695 | | | | 11,695 | | | | | |
| | |
Adjusted Income (Loss) from continuing operations | | $ | 1,509 | | | | ($17,479 | ) | | $ | 101,898 | | | $ | 120,886 | |
| | | | | | | | | | | | | | | | |
Interest charge | | | 159,156 | | | | 188,287 | | | | 306,427 | | | | 277,296 | |
Income tax expenses (Benefits) | | | 1,419 | | | | (38,695 | ) | | | 20,631 | | | | 60,745 | |
Depreciation and Amortization | | | 106,087 | | | | 102,066 | | | | 205,647 | | | | 209,668 | |
| | |
EBITDA | | $ | 268,171 | | | $ | 234,179 | | | $ | 634,603 | | | $ | 668,595 | |
| | |
Sierra Pacific Resources
(Historical)
| | | | | | | | | | | | |
| | Fiscal year ended December 31, | |
| | 2004 | | | 2003 | | | 2002 | |
| | |
Income (Loss) from continuing operations | | $ | 35,635 | | | | ($104,160 | ) | | | ($294,979 | ) |
Deferred energy cost disallowed | | | 1,586 | | | | 90,964 | | | | 491,081 | |
Disallowed merger cost | | | 5,890 | | | | | | | | | |
Disallowed plant cost | | | 47,092 | | | | | | | | | |
Impairment of good will | | | 11,695 | | | | | | | | | |
| | |
Adjusted Income (Loss) from continuing operations | | $ | 101,898 | | | | ($13,196 | ) | | $ | 196,102 | |
| | | | | | | | | | | | |
Interest charge | | | 306,427 | | | | 366,282 | | | | 279,057 | |
Income tax expenses (Benefits) | | | 20,631 | | | | (44,207 | ) | | | (161,191 | ) |
Depreciation and Amortization | | | 205,647 | | | | 191,259 | | | | 174,200 | |
| | |
EBITDA | | $ | 634,603 | | | $ | 500,138 | | | $ | 488,168 | |
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Item 9.01. Financial Statements and Exhibits
(c) | | Exhibits |
|
| | 99.1 Press release dated August 9, 2005 |
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.
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| | Sierra Pacific Resources (Registrant) |
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Date: August 9, 2005 | | By: | | /s/ John E. Brown |
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| | | | John E. Brown Controller |