8-K/AThe Red FlagsRed Alert
Restatement
Filed Aug 10, 2007 · 19y ago · Accession 0001108426-07-000126
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
Filing text
View original ↗Securities and Exchange Commission (“SEC”)
Staff Accounting Bulletin 108, the audited financial statements included in
the
PNMR and PNM Annual Reports on Form 10-K for the fiscal year ended December
31,
2006 (which includes financial statements for the years ended December 31,
2004,
2005 and 2006) and the unaudited financial statements included in the PNMR
and
PNM Quarterly Reports on Form 10-Q for the quarterly period ended March 31,
2007
(collectively, the “Financial Statements”) should be restated to correct an
error in recording the amortization of gains on sale-leaseback transactions
that
occurred in 1984 and 1985. The items to be restated and the impacts
of the error were set forth in the Original 8-K. In summary, the
impacts were to increase retained earnings at January 1, 2004 by $15.5 million
and to decrease earnings for periods after that date by $1.3 million
annually.
Subsequent
to August 2, 2007, management performed additional analysis of the impacts
of
the error under SEC Staff Accounting Bulletins No. 99 and 108 (“SABs 99 and
108”). On August 6, 2007, management met with the Audit and
Ethics Committee (the “Committee”) of PNMR to discuss the analysis conducted by
management. Under the Committee’s Charter, the Committee has the
responsibility to review and discuss financial statements including issues
hereunder and, thus, to make any assessments of non-reliance. At this
meeting, the Committee discussed this matter with management and with the
independent auditors of PNMR and PNM and concluded that the application of
SABs
99 and 108 leads to the technical conclusion that, because of the gain being
amortized over the approximate 30 year lease term instead of the 15 year time
period used for ratemaking, the Financial Statements and related reports of
the
independent registered public accounting firm should no longer be relied
upon. This correction increased retained earnings at January 1,
2004, by 3.1% for PNMR and 5.1% for PNM and decreased net earnings in each
restated period in the Financial Statements by less than 2.0% for PNMR and
2.5%
for PNM. The Committee further made the determination that the
Original 8-K should be amended to report the Committee’s conclusion pursuant to
Item 4.02(a). The correction does not impact the financial statements
of Texas-New Mexico Power Company and, therefore, the statement of non-reliance
does not apply to those financial statements or related reports of the
independent registered public accounting firm.
The
entire content of the Original Filing is repeated below and is an integral
part
of this amendment. There have been no changes in the captions or
amounts presented in the table below. However, it should be noted
that in the discussion regarding the impact on the statements of cash flows,
removing the amortization will be offset by changes in deferred credits and
income tax items rather than only deferred credits as stated below.
PNMR
and
PNM anticipate filing amended Financial Statements on Form 10-K/A for the Fiscal
Year Ended December 31, 2006 and on Form 10-Q/A for the Quarterly Period Ended
March 31, 2007 no later than August 14, 2007.
Form
8-K, as originally filed:
Public
Service Company of New Mexico (“PNM”) is a wholly-owned subsidiary of PNM
Resources, Inc. (“PNMR”). In 1985 and 1986, PNM entered into 11
separate transactions through which it sold all of its interest in Units 1
and 2
of the Palo Verde Nuclear Generating Station and related common facilities
to
institutional investors. At the same time, PNM entered into
agreements to leaseback the facilities that were sold. These
transactions resulted in gains, which in accordance with generally accepted
accounting principles (“GAAP”) were deferred and amortized over the lives of the
leases.
In
1990,
the New Mexico Public Service Commission, the predecessor to the New Mexico
Public Regulation Commission, ordered that the portion of the gain on the
sale-leasebacks attributable to PNM’s New Mexico customers was to reduce
electric rates over 15 years. Accordingly, under GAAP, the
amortization period of the portion of the gain on the sale-leasebacks
attributable to New Mexico customers should have been changed to match the
ratemaking treatment, which would have resulted in that portion of the gain
being completely amortized by 2001. However, PNM continued to
amortize the gain over the lives of the leases for financial reporting
purposes.
1
On
August
1, 2007, management of PNMR and PNM determined that in accordance with
Securities and Exchange Commission Staff Accounting Bulletin 108 the audited
financial statements included in the PNMR and PNM Annual Reports on Form 10-K
for the fiscal year ended December 31, 2006 and the unaudited financial
statements included in the PNMR and PNM Quarterly Reports on Form 10-Q for
the
quarterly period ended March 31, 2007 should be restated to correct this
error. The restatement will be reflected by increasing the beginning
balance of retained earnings for both PNMR and PNM as of January 1, 2004 by
$15.5 million and removing the amortization of the portion of the gain
attributable to New Mexico customers, which amounts to a $1.3 million annual
decrease in net earnings. The impacts of the above, as well as the
impacts on the three months and six months ended June 30, 2006, are shown in
the
following table. On the statements of cash flows, the change in net
earnings for removing the amortization, which is a non-cash item, will be offset
by a change in deferred credits resulting in no impact on net cash flows from
operating activities and does not otherwise impact the statements of cash
flows.
2
PNMR
PNM
Previously
Previously
Reported
Restatement
Restated
Reported
Restatement
Restated
(In
millions, except per share amounts)
Balance
Sheet
Retained
earnings as of January 1, 2004
$
503.1
$
15.5
$
518.6
$
302.6
$
15.5
$
318.1
Statement
of Earnings
Year
ended December 31, 2006
Net
earnings available to common stock
$
122.1
$
(1.3
)
$
120.8
$
71.7
$
(1.3
)
$
70.4
Net
earnings per common share
Basic
1.75
(0.02
)
1.73
*
*
*
Diluted
1.73
(0.02
)
1.71
*
*
*
Year
ended December 31, 2005
Net
earnings available to common stock
67.2
(1.3
)
65.9
52.1
(1.3
)
50.8
Net
earnings per common share
Basic
1.02
(0.02
)
1.00
*
*
*
Diluted
1.00
(0.02
)
0.98
*
*
*
Year
ended December 31, 2004
Net
earnings available to common stock
87.7
(1.3
)
86.4
91.9
(1.3
)
90.6
Net
earnings per common share
Basic
1.45
(0.02
)
1.43
*
*
*
Diluted
1.43
(0.02
)
1.41
*
*
*
Three
months ended March 31, 2007
Net
earnings available to common stock
30.0
(0.3
)
29.7
29.1
(0.4
)
28.7
Net
earnings per common share
Basic
0.39
**
0.39
*
*
*
Diluted
0.38
**
0.38
*
*
*
Three
months ended March 31, 2006
Net
earnings available to common stock
26.3
(0.3
)
26.0
30.3
(0.3
)
30.0
Net
earnings per common share
Basic
0.38
**
0.38
*
*
*
Diluted
0.38
(0.01
)
0.37
*
*
*
Three
months ended June 30, 2006
Net
earnings available to common stock
16.3
(0.3
)
16.0
3.2
(0.3
)
2.9
Net
earnings per common share
Basic
0.24
(0.01
)
0.23
*
*
*
Diluted
0.23
**
0.23
*
*
*
Six
months ended June 30, 2006
Net
earnings available to common stock
42.6
(0.6
)
42.0
33.5
(0.7
)
32.8
Net
earnings per common share
Basic
0.62
(0.01
)
0.61
*
*
*
Diluted
0.61
**
0.61
*
*
*
*
PNM is a wholly-owned subsidiary of PNMR
and
does not present earnings per share
**
Less than $0.01 per share
3
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrants
have
duly caused this report to be signed on their behalf by the undersigned
thereunto duly authorized.
PNM
RESOURCES, INC.
PUBLIC
SERVICE COMPANY OF NEW MEXICO
(Registrants)
Date: August
10, 2007
/s/
Thomas G. Sategna
Thomas
G. Sategna
Vice
President and Corporate Controller
(Officer
duly authorized to sign this
report)
4
Filing details
- Ticker
- PNMXO
- CIK
- 81023
- Form type
- 8-K/A
- Filing date
- Aug 10, 2007
- Report date
- Aug 10, 2007
- Document
- f8ka_081007pnmr.htm
- Size
- 263 KB