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DEBT COVENANT AND OTHER RESTRICTIONS
12 Months Ended
Dec. 31, 2012
DEBT COVENANT AND OTHER RESTRICTIONS [Abstract]  
DEBT COVENANT AND OTHER RESTRICTIONS

NOTE 8.        HYPERLINK \l "Dcovenant" DEBT COVENANT AND OTHER RESTRICTIONS

 

Dividends from Subsidiaries

 

Since NVE is a holding company, substantially all of its cash flow is provided by dividends paid to NVE by NPC and SPPC on their common stock, all of which is owned by NVE.  In 2012, NPC and SPPC paid $184.0 million and $20.0 million in dividends, respectively, to NVE.  

 

On February 7, 2013, NPC declared dividends to NVE of $50 million to NVE.

 

Limits on Restricted Payments

 

NVE

 

Dividends are considered periodically by NVE's BOD and are subject to factors that ordinarily affect dividend policy, such as current and prospective earnings, current and prospective business conditions, regulatory factors, NVE's financial conditions and other matters within the discretion of the BOD, as well as dividend restrictions set forth in NVE's debt.  The BOD will continue to review the factors described above on a periodic basis to determine if and when it is prudent to declare a dividend on NVE's Common Stock.  There is no guarantee that dividends will be paid in the future, or that, if paid; the dividends will be paid at the same amount or with the same frequency as in the past.  In February 2012, NVE declared a cash dividend of $0.13 per share and for each of May, August and November of 2012, NVE declared a cash dividend of $0.17 per share.  In February, 2013, NVE declared a cash dividend of $0.19 per share for common stock holders of record as of March 2013.

Dividend Restrictions Applicable to the Utilities

 

Since NVE is a holding company, substantially all of its cash flow is provided by dividends paid to NVE by NPC and SPPC on their common stock, all of which is owned by NVE.  Since NPC and SPPC are public utilities, they are subject to regulation by the PUCN, which may impose limits on investment returns or otherwise impact the amount of dividends that the Utilities may declare and pay.  While the PUCN has in the past imposed a dividend restriction with respect to NPC and SPPC, as of December 31, 2012, there were no dividend restrictions imposed on the Utilities by the PUCN.

 

 In addition, certain agreements entered into by the Utilities set restrictions on the amount of dividends they may declare and pay and restrict the circumstances under which such dividends may be declared and paid.  As a result of the Utilities' credit rating on their senior secured debt being rated investment grade by S&P and Moody's, these restrictions are suspended and no longer in effect so long as such debt remains investment grade by both rating agencies.  In addition to the restrictions imposed by specific agreements, the Federal Power Act prohibits the payment of dividends from “capital accounts.”  Although the meaning of this provision is unclear, the Utilities believe that the Federal Power Act restriction, as applied to their particular circumstances, would not be construed or applied by the FERC to prohibit the payment of dividends for lawful and legitimate business purposes from current year earnings, or in the absence of current year earnings, from other/additional paid-in capital accounts.  If, however, the FERC were to interpret this provision differently, the ability of the Utilities to pay dividends to NVE could be jeopardized.

 

Ability to Issue Debt

 

   NVE

 

Certain debt of NVE contain conditions of borrowing, events of default, and affirmative and negative covenants. The most restrictive of which is the Term Loan, which includes (i) a financial covenant to maintain a ratio of total consolidated indebtedness to total consolidated capitalization, determined on the last day of each fiscal quarter, not to exceed 0.70 to 1.00 and (ii) a fixed charge covenant that requires NVE not to permit the fixed charge coverage ratio, determined on the last day of each fiscal quarter, to be less than 1.50 to 1.00.

 

 Under these covenant restrictions, as of December 31, 2012, NVE (consolidated) would be allowed to incur up to $3.3 billion of additional indebtedness, which includes the use of the Utilities revolving credit facilities. The amount of additional indebtedness allowed would likely be impacted if there is a change in current market conditions or material change in our financial condition.

 

NPC

 

NPC's ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and revolving credit facility agreements, and the terms of NVE's Term Loan. As of December 31, 2012, the most restrictive of the factors below is the PUCN authority.  As such, NPC may issue up to $725 million in long-term debt, in addition to the use of its existing credit facilities.  However, depending on NVE's or SPPC's issuance of long-term debt or the use of the Utilities' revolving credit facilities, the PUCN authority may not remain the most restrictive factor.  The factors affecting NPC's ability to issue debt are further detailed below:

 

  • Financing authority from the PUCN - As of December 31, 2012, NPC has financing authority from the PUCN for the period ending December 31, 2013, consisting of authority: (1) to issue additional long-term debt securities of up to $725 million; (2) to refinance up to approximately $322.5 million of long-term debt securities; and (3) ongoing authority to maintain a revolving credit facility of up to $1.3 billion.

           

  • Financial covenants within NPC's financing agreements – Under its $500 million revolving credit facility, NPC must maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. Based on December 31, 2012 financial statements, NPC was in compliance with this covenant and could incur up to $2.9 billion of additional indebtedness.

       

        All other financial covenants contained in NPC's financing agreements are currently suspended; as NPC's senior secured debt is rated investment grade. However, if NPC's senior secured debt ratings fall below investment grade by either Moody's or S&P, NPC would again be subject to the limitations under these additional covenants; and

       

c.        Financial covenants within NVE's Term Loan – As discussed in NVE's Ability to Issue Debt, NPC is also subject to NVE's cap on additional consolidated indebtedness of $3.3 billion.

 

Ability to Issue General and Refunding Mortgage Securities

 

To the extent that NPC has the ability to issue debt under the most restrictive covenants in its financing agreements and has financing authority to do so from the PUCN, NPC's ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under NPC's Indenture.

 

NPC's Indenture creates a lien on substantially all of NPC's properties in Nevada.  As of December 31, 2012, $3.8 billion of NPC's General and Refunding Mortgage Securities were outstanding.  NPC had the capacity to issue $1.6 billion of additional General and Refunding Mortgage Securities as of December 31, 2012.  That amount is determined on the basis of:

 

1.       70% of net utility property additions; and/or

2.       The principal amount of retired General and Refunding Mortgage Securities.

 

 

Property additions include plant-in-service and specific assets in CWIP.  The amount of bond capacity listed above does not include eligible property in CWIP.

 

NPC also has the ability to release property from the lien of NPC's Indenture on the basis of net property additions, cash and/or retired bonds.  To the extent NPC releases property from the lien of NPC's Indenture, it will reduce the amount of securities issuable under the Indenture.

 

SPPC

 

SPPC's ability to issue debt is impacted by certain factors such as financing authority from the PUCN, financial covenants in its financing agreements and its revolving credit facility agreement, and the terms of NVE's Term Loan. As of December 31, 2012, the most restrictive of the factors below is the PUCN authority. Based on this restriction, SPPC may issue up to $350 million of long-term debt securities, and maintain a credit facility of up to $600 million. However, depending on NVE's or NPC's issuance of long-term debt or the use of the Utilities' revolving credit facilities, the PUCN authority may not remain the most restrictive factor. The factors affecting SPPC's ability to issue debt are further detailed below:

 

  • Financing authority from the PUCN - As of December 31, 2012, SPPC has financing authority from the PUCN for the period ending December 31, 2015, consisting of authority (1) to issue additional long-term debt securities of up to $350 million; (2) to refinance approximately $348 million of long-term debt securities; and (3) ongoing authority to maintain a revolving credit facility of up to $600 million.

           

  • Financial covenants within SPPC's financing agreements – Under SPPC's $250 million revolving credit facility, the Utility must maintain a ratio of consolidated indebtedness to consolidated capital, determined as of the last day of each fiscal quarter, not to exceed 0.68 to 1. Based on December 31, 2012 financial statements, SPPC was in compliance with this covenant and could incur up to $1.0 billion of additional indebtedness.

           

            All other financial covenants contained in SPPC's financing agreements are currently suspended; as SPPC's senior secured debt is rated investment grade. However, if SPPC's senior secured debt ratings fall below investment grade by either Moody's or S&P, SPPC would again be subject to the limitations under these additional covenants.

           

  • Financial covenants within NVE's Term Loan – As discussed in NVE's Ability to Issue Debt, SPPC is also subject to NVE's cap on additional consolidated indebtedness of $3.3 billion.

 

Ability to Issue General and Refunding Mortgage Securities

 

To the extent that SPPC has the ability to issue debt under the most restrictive covenants in its financing agreements and has financing authority to do so from the PUCN, SPPC's ability to issue secured debt is still limited by the amount of bondable property or retired bonds that can be used to issue debt under SPPC's Indenture.

 

SPPC's Indenture creates a lien on substantially all of SPPC's properties in Nevada.  As of December 31, 2012, $1.5 billion of SPPC's General and Refunding Mortgage Securities were outstanding.  SPPC had the capacity to issue $824 million of additional General and Refunding Mortgage Securities as of December 31, 2012.  That amount is determined on the basis of:

 

1.       70% of net utility property additions; and/or

2.       The principal amount of retired General and Refunding Mortgage Securities.

 

         

Property additions include plant in service and specific assets in CWIP.  The amount of bond capacity listed above does not include eligible property in CWIP.

 

SPPC also has the ability to release property from the lien of SPPC's Indenture on the basis of net property additions, cash and/or retired bonds.  To the extent SPPC releases property from the lien of SPPC's Indenture, it will reduce the amount of securities issuable under the Indenture.