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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, 1997
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
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Commission File Number 0-508
SIERRA PACIFIC POWER COMPANY
(Exact name of registrant as specified in its charter)
NEVADA 88-0044418
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 10100 (6100 Neil Road)
Reno, Nevada 89520-0400
(89511)
(Address of principal executive office) (Zip Code)
(702) 689-5400
(Registrant's telephone number, including area code)
Indicate by check mark whether 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
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Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date.
Class Outstanding at May 14, 1997
Common Stock, $3.75 par value 1,000 Shares
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SIERRA PACIFIC POWER COMPANY
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 1997
CONTENTS
PART I - FINANCIAL INFORMATION
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PAGE
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ITEM 1. Financial Statements
Report of Independent Accountants................................. 3
Consolidated Balance Sheets - March 31, 1997 and
December 31, 1996............................................ 4
Consolidated Statements of Income - Three Months
Ended March 31, 1997 and 1996................................ 5
Consolidated Statements of Cash Flows - Three Months
Ended March 31, 1997 and 1996................................ 6
Notes to Consolidated Financial Statements........................ 7
ITEM 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations..................................................... 8
PART II - OTHER INFORMATION
---------------------------
ITEM 1. LEGAL PROCEEDINGS................................................. 12
ITEM 5. OTHER INFORMATION................................................. 12
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................. 12
Signature Page.............................................................. 13
2
INDEPENDENT ACCOUNTANTS' REPORT
To the Board of Directors and Stockholder of
Sierra Pacific Power Company
Reno, Nevada
We have reviewed the accompanying consolidated balance sheet of Sierra Pacific
Power Company and subsidiaries as of March 31, 1997,and the related consolidated
statements of income and cash flows for the three-month period ended March 31,
1997. The interim financial statements as of March 31, 1996, and for the
three-month period then ended were reviewed by other accountants whose report
dated April 26, 1996, stated that they were not aware of any material
modifications that should be made to those statements in order for them to be in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is the expression
of an opinion regarding the financial statements taken as a whole. Accordingly,
we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the consolidated financial statements for them to be in conformity
with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet and consolidated statement of
capitalization of Sierra Pacific Power Company and subsidiaries as of
December 31, 1996, and the related consolidated statements of income, retained
earnings, and cash flows for the year then ended (not presented herein); and in
our report dated February 14, 1997, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying consolidated balance sheet as of December 31, 1996, is fairly
stated, in all material respects, in relation to the consolidated balance sheet
from which it has been derived.
DELOITTE & TOUCHE LLP
Reno, Nevada
April 29, 1997
3
SIERRA PACIFIC POWER COMPANY
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)
March 31, December 31,
1997 1996
----------- -----------
(Unaudited)
ASSETS
Utility Plant at Original Cost:
Plant in service $1,997,514 $1,984,781
Less: accumulated provision for depreciation 620,877 606,406
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1,376,637 1,378,375
Construction work-in-progress 175,643 164,835
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1,552,280 1,543,210
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Investments in subsidiaries and other property, net 22,342 22,394
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Current Assets:
Cash and cash equivalents 3,956 890
Accounts receivable less provision for uncollectible accounts $1,710 at
March 31, 1997 and $2,196 at December 31, 1996 86,874 94,782
Materials, supplies and fuel, at average cost 26,291 27,586
Other 5,380 3,948
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122,501 127,206
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Deferred Charges:
Regulatory tax asset 67,599 67,667
Other regulatory assets 67,333 67,319
Other 19,157 14,832
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154,089 149,818
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$1,851,212 $1,842,628
========== ==========
CAPITALIZATION AND LIABILITIES
Capitalization:
Common shareholder's equity $ 610,888 $ 606,896
Preferred stock 73,115 73,115
Preferred stock subject to mandatory redemption:
Company-obligated mandatorily redeemable preferred securities of the
Company's subsidiary Sierra Pacific Power Capital I, holding
solely $50 million principal amount of 8.6% junior
subordinated debentures of the Company, due 2036 48,500 48,500
Long-term debt 607,184 607,287
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1,339,687 1,335,798
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Current Liabilities:
Short-term borrowings 46,000 38,000
Current maturities of long-term debt and preferred stock 15,440 15,434
Accounts payable 44,163 53,998
Accrued interest 12,845 6,178
Dividends declared 19,365 17,365
Accrued salaries and benefits 11,949 11,300
Other current liabilities 17,350 21,560
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167,112 163,835
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Deferred Credits:
Accumulated deferred federal income taxes 162,650 162,438
Accumulated deferred investment tax credit 41,343 41,835
Regulatory tax liability 42,499 42,870
Customer advances for construction 37,955 39,429
Other 59,966 56,423
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344,413 342,995
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$1,851,212 $1,842,628
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
4
SIERRA PACIFIC POWER COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
MARCH 31,
---------
1997 1996
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(UNAUDITED)
OPERATING REVENUES:
Electric $134,655 $127,757
Gas 28,177 25,067
Water 9,026 9,330
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171,858 162,154
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OPERATING EXPENSES:
Operation:
Purchased power 31,878 31,169
Fuel for power generation 22,807 23,863
Gas purchased for resale 13,932 12,954
Other 31,987 30,087
Maintenance 6,049 4,477
Depreciation and amortization 15,378 14,062
Taxes:
Income taxes 12,843 12,294
Other than income 4,692 4,583
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139,566 133,489
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OPERATING INCOME 32,292 28,665
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OTHER INCOME:
Allowance for other funds used during construction 1,434 663
Other income - net 251 311
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1,685 974
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Total Income 33,977 29,639
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INTEREST CHARGES:
Long-term debt 9,946 8,535
Other 799 1,137
Allowance for borrowed funds used during construction and
capitalized interest (1,168) (147)
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9,577 9,525
INCOME BEFORE OBLIGATED MANDATORILY REDEEMABLE -------- --------
PREFERRED SECURITIES 24,400 20,114
Preferred dividend requirements of Company-obligated mandatorily
redeemable preferred securities (1,043) -
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INCOME BEFORE PREFERRED DIVIDENDS 23,357 20,114
Preferred dividend requirements (1,365) (1,785)
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INCOME APPLICABLE TO COMMON STOCK $ 21,992 $ 18,329
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THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
5
SIERRA PACIFIC POWER COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(DOLLARS IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31,
---------
1997 1996
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(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before preferred dividends: $ 23,357 $ 20,114
Non-cash items included in income:
Depreciation and amortization 15,378 14,062
Deferred taxes and deferred investment tax credit (583) (5,516)
AFUDC and capitalized interest (2,601) (810)
Early retirement and severance amortization 1,257 529
Other non-cash (474) 4,357
Changes in certain assets and liabilities:
Accounts receivable 7,908 12,184
Materials, supplies and fuel 1,294 (1,298)
Other current assets (1,434) (3,545)
Accounts payable (9,835) (41,861)
Other current liabilities 3,105 16,766
Other - net (2,195) 10,030
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Net Cash Flows From Operating Activities 35,177 25,012
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CASH FLOWS USED IN INVESTING ACTIVITIES:
Additions to utility plant (28,498) (29,688)
Non-cash charges 2,720 866
Net customer refunds and contributions in aid construction 2,484 2,399
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Net Cash Used In Investing Activities (23,294) (26,423)
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CASH FLOWS FROM FINANCING ACTIVITIES:
Increase (decrease) in short-term borrowings 8,654 (5,847)
Proceeds from issuance of long-term debt - 19,875
Reduction of long-term debt (107) (115)
Decrease in funds held in trust - 9,175
Dividends paid (17,364) (16,785)
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Net Cash (Used In) Provided From Financing Activities (8,817) 6,303
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NET INCREASE IN CASH AND CASH EQUIVALENTS 3,066 4,892
Beginning balance in Cash and Cash Equivalents 890 1,373
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Ending balance in Cash and Cash Equivalents $ 3,956 $ 6,265
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid During Period For:
Interest $ 4,805 $ 2,154
Income Taxes $ 40,611 $ -
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE FINANCIAL STATEMENTS.
6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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NOTE 1. MANAGEMENT'S STATEMENT
- ---------------------------------
In the opinion of the management of Sierra Pacific Power Company, hereafter
known as the Company, the accompanying unaudited interim consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the consolidated financial position,
consolidated results of operations and consolidated cash flows for the periods
shown. These consolidated financial statements do not contain the complete
detail or footnote disclosure concerning accounting policies and other matters
which are included in full year financial statements and therefore, they should
be read in conjunction with the Company's audited financial statements included
in the Company's Annual Report on Form 10-K for the year ended December 31,
1996. Deloitte & Touche LLP, the Company's independent accountants, have
performed a review of the unaudited consolidated financial statements, and their
report has been included in this report.
The results of operations for the three month period ended March 31, 1997
are not necessarily indicative of the results to be expected for the full year.
Principles of Consolidation
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The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries, Sierra Pacific Power Capital I, Pinon Pine
Corp., and Pinon Pine Investment Co. All significant intercompany transactions
and balances have been eliminated in consolidation.
Reclassifications
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Certain items previously reported for years prior to 1997 have been
reclassified to conform with the current year's presentation. Net income and
shareholder's equity were not affected by these reclassifications.
NOTE 2. REGULATORY ACTIONS.
- ----------------------------
Based upon the rate plan approved by the Nevada Commission on February 6,
1997, the Company recorded, in 1996, a $13 million refund. That amount was shown
as a current liability at December 31, 1996. In the first quarter of 1997, that
refund was paid to the Company's customers. For further discussion of the $13
million rate refund and the stipulation, refer to the Company's 1996 Annual
Report on Form 10-K.
7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
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Total operating revenues for the three-months ended March 31, 1997 increased
by 6% ($9.7 million) over the comparable period of 1996 due to increased energy
sales.
March 31,
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1997 1996
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Operating Revenues:
Electric $134,655 $127,757
Gas 28,176 25,067
Water 9,026 9,330
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Total Revenues $171,857 $162,154
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Energy Costs:
Electric $ 54,684 $ 55,649
Gas 13,940 12,953
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Total Energy Costs 68,624 68,602
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Revenue Margin $103,233 $ 93,552
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Revenue Margin by Division:
Electric $ 79,971 $ 72,108
Gas 14,236 12,114
Water 9,026 9,330
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Total $103,233 $ 93,552
======== ========
Energy costs are comprised of purchased power, fuel for power generation
and gas purchased for resale. Average energy costs for the three months ended
are set forth below.
MARCH 31,
----------
1997 1996
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Average cost per KWH of
purchased power 3.42c 3.09c
Average cost per KWH of
generated power 2.05c 2.24c
Average cost per therm of
gas purchased for resale 28.18c 27.71c
The total cost of purchased power increased by 2.3% ($.7 million) for the
three months ended March 31, 1997, over the comparable period in 1996, due to
higher priced hydro-generated energy in the Pacific Northwest.
Megawatt-hours (MWH) generated increased by 4.2% (44,257 MWH) for the three
months ended March 31, 1997, over the comparable 1996 period due to cheaper fuel
costs for generation coupled with increased customer demand and overall customer
growth. The total cost of fuel for power generation decreased by 4.4% ($1.1
million) reflecting lower fuel prices. The cost per KWH generated decreased by
8.5% (.19c) for the three months ended March 31, 1997 compared to the
same period in 1996.
8
For the three months ended March 31, 1997, the Company increased the therms
of gas purchased for resale by 5.8% (2,698,945 therms) over the comparable
period in 1996. The total cost during the same period increased 7.5% ($.9
million) due to per-therm cost increases of 1.7% (.47c).
Other operations expenses increased 6.3% ($1.9 million) for the three
months ended March 31, 1997, compared to the same period in 1996 due primarily
to increases associated with the January 1997 flood of $.3 million and $.9
million for a stock plan.
Maintenance expenses increased 35% ($1.6 million) due to flood-related
expenses for overhead and underground lines, mains and existing structures and
for increased maintenance costs at the Valmy Plant.
Depreciation and amortization expense for the quarter ended March 31, 1997
increased 9% ($1.3 million) due to increases in utility plant. The most notable
increases were the Chalk Bluff water treatment facility and the Pinon Pine
combined cycle combustion turbine.
Income taxes increased for the three months ended March 31, 1997, over the
comparable 1996 period due to higher operating income before taxes. The
decrease in the effective tax rate for the period reflects adjustments to income
tax expense in 1996 resulting from IRS audits. Income taxes reflected in
operating income and other income-net are summarized below (dollars in
thousands):
THREE MONTHS ENDED
MARCH 31,
---------
1997 1996
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Currently payable $13,061 $17,597
Deferred taxes - net (91) (5,023)
Investment tax credit - net (493) (493)
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Total income taxes $12,477 $12,081
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Income taxes charged to:
Operations 12,843 12,294
Other Income - net (366) (213)
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Total income tax expense $12,477 $12,081
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Income before income taxes and preferred
dividend requirements $35,834 $32,195
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Effective tax rate 34.8% 37.5%
======= =======
Allowance for funds used during construction (AFUDC) and capitalized interest
increased by 221% ($1.8 million) for the three months ended March 31, 1997,
compared to the corresponding period in 1996. This is due to an increase in
construction work-in-progress (CWIP) from the prior year and an increase in the
capitalization rates used. Most notable is the CWIP associated with the Alturas
Intertie of $ 71.9 million at March 31, 1997 compared to $ 26.7 million at March
31, 1996. In 1996, the CWIP balance had a larger percentage of water projects
that used a lower AFUDC rate than electric projects.
Interest on long-term debt increased 16.5% ($1.4 million) for the three months
ended March 31, 1997, due to interest expenses associated with the issuance of
medium-term notes, Series C, in 1996. Other interest expenses decreased 29.6%
($.3 million) due to a reduction in the amount of commercial paper outstanding
in the first quarter of 1997 compared to 1996.
9
Due to the issuance of 8.6% trust originated preferred securities by the
Company's subsidiary trust, Sierra Pacific Power Capital I, in the 3/rd/ quarter
of 1996, the preferred dividends on mandatorily redeemable preferred securities
increased $1 million. No such securities were outstanding for the same period in
1996.
Preferred dividend requirements for all other preferred securities
decreased 23.5% ($.4 million) in the first quarter of 1997 compared to the
comparable period in 1996, due to the redemption of Series G preferred stock in
June 1996, by the Company.
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
----------------------------------------------------
During the first three months of 1997, the Company earned $23.4 million in
income before preferred dividends, declared $1.3 million in dividends to holders
of its preferred stock and declared $18 million in common stock dividends to its
parent, Sierra Pacific Resources.
CONSTRUCTION EXPENDITURES AND FINANCING
- ---------------------------------------
The Company's construction program and capital requirements for the period
1997-2001 were originally discussed in the Company's 1996 Annual Report on Form
10-K. Of the amount projected for 1997, as of March 31, 1997, $23.3 million
(17.2%) had been spent. Of this amount, approximately 76.5% was provided by
internally-generated funds.
In February 1997, the Nevada Commission approved a decrease of $7.1 million
in the Company's electric rates. This reduction took effect in late February
1997 billings and all billings thereafter. For further discussion of the
regulatory action, refer to the Company's 1996 Annual Report on Form 10-K.
ALTURAS INTERTIE
- ----------------
On April 9, 1997, the Company filed additional documentation with the
Truckee Meadows Regional Planning Commission (TMRPC) and the Public Service
Commission of Nevada for approval to route the Alturas Intertie across land
in their jurisdictions. The TMRPC will address the issue of the intertie at
its May 14, 1997 meeting. The Company expects to receive approval by the
Public Service Commission of Nevada in July, 1997.
At its meeting on April 15, 1997, Modoc National Forest denied the
Company's Special Use Permit to construct a 2.5 mile portion of the Alturas
Intertie Project through the Modoc National Forest. However, if additional
documentation could be provided detailing the unfeasibility of building the
power line over an alternate route, forest representatives stated that
would reconsider the Company's request. The Company plans to submit this
documentation by mid-May 1997.
The Company anticipates construction could begin in the fall of 1997
provided the additional approvals are received on schedule. For further
discussion, refer to the Company's 1996 Annual Report on Form 10-K.
10
CALIFORNIA MATTERS
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On May 6, 1997, the California Public Utility Commission (CPUC) issued
its order implementing the California restructuring bill signed into law in
September 1996. Beginning January 1, 1998, all investor-owned utilities,
including the Company, must offer all customers with individual or aggregated
loads of 20 kilowatts or greater direct access to their distribution systems.
Under the order, customers may choose to continue to take service from their
incumbent utility at tariffed rates, purchase energy from marketers or contract
directly with a generator. Implementation plans are to be filed with the CPUC by
July 1, 1997. For further discussion of regulatory actions, please refer to
California Matters in the Company's 1996 Annual Report on Form 10-K.
- ------------------
The Company is still reviewing this order and its compliance requirements.
Management cannot predict the effect of these changes at this time.
11
PART II
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ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits filed with this Form 10-Q are denoted with an asterisk (*). The
other listed exhibits have been filed with the Securities and Exchange
Commission during the period covered by this Report and are incorporated
herein by reference.
*(15) Letter of independent accountants acknowledging awareness
regarding interim financial information of the Company.
*(27) The Financial Data Schedule containing summary financial
information extracted from the consolidated financial
statements filed on Form 10-Q for the three month period
ended March 31, 1997, for Sierra Pacific Power Company
and is qualified in its entirety by reference to such
financial statements.
(b) Reports on Form 8-K
Current report on Form 8-K dated March 10, 1997 relating to final forms of
exhibits to the Company's Registration Statement (No. 333-17041) in
connection with its proposed offering of $35 million of medium-term notes,
Series D.
12
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.
Sierra Pacific Power Company
---------------------------------
(Registrant)
Date: May 15, 1997 By /s/ Mark A. Ruelle
---------------- --------------------------------
Mark A. Ruelle
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Date: May 15, 1997 By /s/ Lynn M. Miller
--------------- --------------------------------
Lynn M. Miller
Controller
(Principal Accounting Officer)
13