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, 2004
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 2-97230
TEXAS-NEW MEXICO POWER COMPANY
(Exact name of registrant as specified in its charter)
| Texas | 75-0204070 | |
| (State of incorporation) | (I.R.S. employer identification number) |
4100 International Plaza, P. O. Box 2943, Fort Worth, Texas 76113
(Address and zip code of principal executive offices)
Registrants telephone number, including area code 817-731-0099
Indicate by check mark whether the 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 ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ¨ No x
TNP Enterprises, Inc. holds all 10,705 outstanding common shares of Texas-New Mexico Power Company.
Texas New-Mexico Power Company and Subsidiaries
Quarterly Report on Form 10-Q for the period ended March 31, 2004
| PART 1. FINANCIAL STATEMENTS | ||||
| Item 1. |
Financial Statements. | |||
| Texas-New Mexico Power Company (TNMP) and Subsidiaries: | ||||
| Consolidated Statements of Income Three Month Periods Ended March 31, 2004 and 2003 |
3 | |||
| Consolidated Statements of Comprehensive Income Three Month Periods Ended March 31, 2004 and 2003 |
4 | |||
| Consolidated Statements of Cash Flows Three Month Periods Ended March 31, 2004 and 2003 |
5 | |||
| Consolidated Balance Sheets March 31, 2004, and December 31, 2003 |
6 | |||
| Notes to Consolidated Interim Financial Statements | 7 | |||
| Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations | 11 | ||
| Item 4. |
Controls and Procedures | 14 | ||
| PART 2. OTHER INFORMATION | ||||
| Item 1. |
Legal Proceedings | 14 | ||
| Item 6. |
Exhibits and Reports on Form 8-K | 14 | ||
| (a) Exhibit Index | 14 | |||
| (b) Reports on Form 8-K | 14 | |||
| Statement Regarding Forward Looking Information | 14 | |||
| 15 | ||||
| Certifications |
16 | |||
-2-
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of TNP Enterprises, Inc.)
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (In thousands) | ||||||||
| OPERATING REVENUES |
$ | 61,654 | $ | 61,365 | ||||
| OPERATING EXPENSES: |
||||||||
| Purchased power |
17,446 | 16,959 | ||||||
| Other operating and maintenance |
17,913 | 16,773 | ||||||
| Depreciation of utility plant |
7,349 | 7,055 | ||||||
| Taxes other than income taxes |
5,238 | 5,057 | ||||||
| Total operating expenses |
47,946 | 45,844 | ||||||
| OPERATING INCOME |
13,708 | 15,521 | ||||||
| INTEREST CHARGES AND OTHER INCOME AND DEDUCTIONS: |
||||||||
| Interest on long-term debt |
6,531 | 4,286 | ||||||
| Other interest and amortization of debt-related costs |
569 | 680 | ||||||
| Other income and deductions, net |
(474 | ) | (347 | ) | ||||
| Total |
6,626 | 4,619 | ||||||
| INCOME BEFORE INCOME TAXES |
7,082 | 10,902 | ||||||
| Income taxes |
2,338 | 3,854 | ||||||
| NET INCOME |
$ | 4,744 | $ | 7,048 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
-3-
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of TNP Enterprises, Inc.)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended March 31, |
|||||||
| 2004 |
2003 |
||||||
| (In thousands) | |||||||
| NET INCOME |
$ | 4,744 | $ | 7,048 | |||
| Cash flow hedges, net of tax: |
|||||||
| Interest rate hedge, net of reclassification adjustment (Note 4) |
129 | (428 | ) | ||||
| Total cash flow hedges |
129 | (428 | ) | ||||
| COMPREHENSIVE INCOME |
$ | 4,873 | $ | 6,620 | |||
The accompanying notes are an integral part of these consolidated financial statements.
-4-
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of TNP Enterprises, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2004 |
2003 |
|||||||
| (In thousands) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Cash received from sales to customers |
$ | 58,167 | $ | 50,049 | ||||
| Purchased power costs paid |
(17,477 | ) | (14,188 | ) | ||||
| Cash paid for payroll and to other suppliers |
(14,783 | ) | (14,391 | ) | ||||
| Interest paid, net of amounts capitalized |
(5,504 | ) | (7,032 | ) | ||||
| Income taxes refunded |
630 | 904 | ||||||
| Other taxes paid |
(11,362 | ) | (10,094 | ) | ||||
| Other operating cash receipts and payments, net |
278 | 196 | ||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES |
9,949 | 5,444 | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Additions to utility plant |
(9,363 | ) | (8,884 | ) | ||||
| NET CASH USED IN INVESTING ACTIVITIES |
(9,363 | ) | (8,884 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Redemptions: |
||||||||
| Senior notes |
(5,000 | ) | | |||||
| Notes payable to affiliate |
| (10,757 | ) | |||||
| Borrowings from TNMP/First Choice credit facility - net |
| 14,000 | ||||||
| Financing costs |
(295 | ) | 73 | |||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES |
(5,295 | ) | 3,316 | |||||
| NET CHANGE IN CASH AND CASH EQUIVALENTS |
(4,709 | ) | (124 | ) | ||||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
56,907 | 284 | ||||||
| CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 52,198 | $ | 160 | ||||
| RECONCILIATION OF NET INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 4,744 | $ | 7,048 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation of utility plant |
7,349 | 7,055 | ||||||
| Amortization of debt-related costs and other deferred charges |
688 | 551 | ||||||
| Allowance for funds used during construction |
(277 | ) | (220 | ) | ||||
| Deferred income taxes |
2,477 | (120 | ) | |||||
| Investment tax credits |
(317 | ) | (159 | ) | ||||
| Deferred purchased power and fuel costs |
34 | 921 | ||||||
| Cash flows impacted by changes in current assets and liabilities: |
||||||||
| Accounts receivable |
4,377 | (5,349 | ) | |||||
| Accounts payable |
(2,806 | ) | 1,727 | |||||
| Accrued interest |
1,043 | (2,611 | ) | |||||
| Accrued taxes |
(5,315 | ) | (103 | ) | ||||
| Changes in other current assets and liabilities |
(2,223 | ) | (3,866 | ) | ||||
| Other, net |
175 | 570 | ||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES |
$ | 9,949 | $ | 5,444 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
-5-
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
(a wholly owned subsidiary of TNP Enterprises, Inc.)
CONSOLIDATED BALANCE SHEETS
| March 31, 2004 (Unaudited) |
December 31, 2003 |
|||||||
| (In thousands) | ||||||||
| ASSETS |
||||||||
| CURRENT ASSETS: |
||||||||
| Cash and cash equivalents |
$ | 52,198 | $ | 56,907 | ||||
| Special deposits |
2,524 | 2,520 | ||||||
| Accounts receivable |
28,066 | 32,443 | ||||||
| Materials and supplies, at lower of cost or market |
1,143 | 1,082 | ||||||
| Deferred purchased power and fuel costs |
220 | 135 | ||||||
| Accumulated deferred income taxes |
70 | 70 | ||||||
| Other current assets |
869 | 457 | ||||||
| Total current assets |
85,090 | 93,614 | ||||||
| UTILITY PLANT: |
||||||||
| Electric plant |
809,120 | 804,622 | ||||||
| Construction work in progress |
15,116 | 13,666 | ||||||
| Total |
824,236 | 818,288 | ||||||
| Less accumulated depreciation |
265,148 | 259,670 | ||||||
| Net utility plant |
559,088 | 558,618 | ||||||
| LONG-TERM AND OTHER ASSETS: |
||||||||
| Other property and investments, at cost |
343 | 343 | ||||||
| Recoverable stranded costs |
298,651 | 298,651 | ||||||
| Regulatory tax assets |
1,906 | 1,685 | ||||||
| Deferred charges |
28,418 | 28,437 | ||||||
| Total long-term and other assets |
329,318 | 329,116 | ||||||
| $ | 973,496 | $ | 981,348 | |||||
| LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
| CURRENT LIABILITIES: |
||||||||
| Accounts payable |
$ | 7,971 | $ | 13,302 | ||||
| Accrued interest |
8,608 | 7,565 | ||||||
| Accrued taxes |
3,476 | 8,791 | ||||||
| Accrued payroll and benefits |
3,054 | 5,048 | ||||||
| Customers deposits |
740 | 702 | ||||||
| Accrued dividends |
6,000 | | ||||||
| Other current liabilities |
4,014 | 3,808 | ||||||
| Total current liabilities |
33,863 | 39,216 | ||||||
| LONG-TERM AND OTHER LIABILITIES: |
||||||||
| Deferred purchased power and fuel costs |
40,963 | 40,844 | ||||||
| Accumulated deferred income taxes |
154,944 | 152,167 | ||||||
| Accumulated deferred investment tax credits |
18,142 | 18,459 | ||||||
| Regulatory liability-accrued cost of removal |
38,895 | 38,218 | ||||||
| Deferred credits and other liabilities |
23,124 | 22,839 | ||||||
| Total long-term and other liabilities |
276,068 | 272,527 | ||||||
| LONG-TERM DEBT |
418,713 | 423,626 | ||||||
| COMMON SHAREHOLDERS EQUITY: |
||||||||