ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations for PNMR is presented on a combined basis, including certain information applicable to PNM and TNMP. This report uses the term “Company” when discussing matters of common applicability to PNMR, PNM, and TNMP. The MD&A for PNM and TNMP is presented as permitted by Form 10-K General Instruction I (2) as amended by the FAST Act. For additional information related to the earliest of the two years presented please refer to the Company’s 2020 Annual Report on Form 10-K. A reference to a “Note” in this Item 7 refers to the accompanying Notes to Consolidated Financial Statements included in Part II, Item 8, unless otherwise specified. Certain of the tables below may not appear visually accurate due to rounding.
MD&A FOR PNMR
EXECUTIVE SUMMARY
Overview and Strategy
PNMR is a holding company with two regulated utilities serving approximately 806,000 residential, commercial, and industrial customers and end-users of electricity in New Mexico and Texas. PNMR’s electric utilities are PNM and TNMP. PNMR strives to create a clean and bright energy future for customers, communities, and shareholders. PNMR’s strategy and decision-making are focused on safely providing reliable, affordable, and environmentally responsible power built on a foundation of Environmental, Social and Governance (ESG) principles.
Recent Developments
Merger
On October 20, 2020, PNMR, Avangrid and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. The proposed Merger has been unanimously approved by the Boards of Directors of PNMR, Avangrid and Merger Sub and approved by PNMR shareholders at the Special Meeting of Shareholders held on February 12, 2021.
Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by Avangrid, Merger Sub, PNMR or any wholly-owned subsidiary of Avangrid or PNMR, which will be automatically cancelled at the Effective Time and (ii) shares of PNMR common stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) at the Effective Time will be converted into the right to receive $50.30 in cash.
The Merger Agreement provided that it may be terminated if the Effective Time shall not have occurred by the End Date; however, either PNMR or Avangrid could extend the End Date to April 20, 2022 if all conditions to closing have been satisfied other than the obtaining of all required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.
In light of the NMPRC ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023.
With respect to the NMPRC proceedings, on April 20, 2021, the Joint Applicants, the NMAG, WRA, the International Brotherhood of Electrical Workers Local 611, Dine, Nava Education Project, the San Juan Citizens Alliance and To Nizhoni Ani, had entered into a stipulation and agreement in the Joint Application for approval of Merger pending before the NMPRC. Subsequently, CCAE, Onward Energy Holdings LLC, Walmart Inc., Interwest Energy Alliance, M-S-R Power and the Incorporated County of Los Alamos joined an amended stipulation. An evidentiary hearing was held in August 2021. On November 1, 2021, a Certification of Stipulation was issued by the hearing examiner, which recommended against approval of the amended stipulation. On December 8, 2021, the NMPRC issued an order adopting the Certification of Stipulation, rejecting the amended stipulation reached by the parties. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court. On February 2, 2022, PNMR and Avangrid filed a statement of issues outlining the argument for appeal.
With respect to other regulatory proceedings related to the Merger, in January 2021, the FTC notified PNMR and Avangrid that early termination of the waiting period under the HSR Act in connection with the Merger was granted. In February 2021, CFIUS completed its review of the Merger and concluded that there are no unresolved national security concerns with respect to the Merger. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating
licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021, the PUCT issued an order authorizing the Merger, and the NRC approved the Merger. As a result of the delay in closing of the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid are required to make a new filing under the HSR Act and request extensions of approvals previously received from the FCC and NRC. On February 9, 2022, the request for extension was filed with the NRC. On February 24, 2022, the requests for a 180-day extension were granted by the FCC. No additional filings will be required with CFIUS, FERC or the PUCT.
Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on PNMR, the receipt of required regulatory approval from the NMPRC, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and is in full force and effect and related filings have been made with the NMPRC.
EIM
On April 1, 2021, PNM joined and began participating in the EIM. The EIM is a real-time wholesale energy trading market operated by the CAISO that enables participating electric utilities to buy and sell energy. The EIM aggregates the variability of electricity generation and load for multiple balancing authority areas and utility jurisdictions. In addition, the EIM facilitates greater integration of renewable resources through the aggregation of flexible resources by capturing diversity benefits from the expanding geographic footprint and the expanded potential uses for those resources. PNM completed a cost-benefit analysis, which indicated participation in the EIM would provide substantial benefits to retail customers. In 2018, PNM filed an application with the NMPRC requesting, among other things, to recover initial capital investments and authorization to establish a regulatory asset to recover other expenses that would be incurred in order to join the EIM. The NMPRC approved the establishment of a regulatory asset but deferred certain rate making issues, including but not limited to issues related to implementation and ongoing EIM costs and savings, the prudence and reasonableness of costs to be included in the regulatory asset, and the period over which costs would be charged to customers until PNM’s next general rate case filing. PNM has already experienced $12.5 million of costs savings to customers through participation in the EIM. See Note 17.
Texas Winter Storm
In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. TNMP has deferred bad debt expense from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021, and will seek recovery in a general rate case. At this time, the Company does not expect significant financial impacts related to this event. For additional information on the Texas winter storm, see Note 16.
Financial and Business Objectives
PNMR is focused on achieving three key financial objectives:
•Earning authorized returns on regulated businesses
•Delivering at or above industry-average earnings and dividend growth
•Maintaining investment grade credit ratings
In conjunction with these objectives, PNM and TNMP are dedicated to:
•Maintaining strong employee safety, plant performance, and system reliability
•Delivering a superior customer experience
•Demonstrating environmental stewardship in business operations, including transitioning to an emissions-free generating portfolio by 2040
•Supporting the communities in their service territories
Earning Authorized Returns on Regulated Businesses
PNMR’s success in accomplishing its financial objectives is highly dependent on two key factors: fair and timely regulatory treatment for its utilities and the utilities’ strong operating performance. The Company has multiple strategies to achieve favorable regulatory treatment, all of which have as their foundation a focus on the basics: safety, operational excellence, and customer satisfaction, while engaging stakeholders to build productive relationships. Both PNM and TNMP seek cost recovery for their investments through general rate cases, periodic cost of service filings, and various rate riders.
Fair and timely rate treatment from regulators is crucial to PNM and TNMP in earning their allowed returns and critical for PNMR to achieve its financial objectives. PNMR believes that earning allowed returns is viewed positively by credit rating
agencies and that improvements in the Company’s ratings could lower costs to utility customers. Additional information about rate filings is provided in Note 17.
State Regulation
The rates PNM and TNMP charge customers are subject to traditional rate regulation by the NMPRC, FERC, and the PUCT.
New Mexico 2016 Rate Case – In January 2018, the NMPRC approved a settlement agreement that authorized PNM to implement an increase in base non-fuel rates of $10.3 million, which included a reduction to reflect the impact of the decrease in the federal corporate income tax rate and updates to PNM’s cost of debt (aggregating $47.6 million annually). This order was on PNM’s application for a general increase in retail electric rates filed in December 2016 (the “NM 2016 Rate Case”). The key terms of the order include:
•A ROE of 9.575%
•A requirement to return to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate to the extent attributable to PNM’s retail operations (Note 18)
•A disallowance of PNM’s ability to collect an equity return on certain investments aggregating $148.1 million at Four Corners, but allowing recovery of a debt-only return
•An agreement to not implement non-fuel base rate changes, other than changes related to PNM’s rate riders, with an effective date prior to January 1, 2020
•A requirement to consider the prudency of PNM’s decision to continue its participation in Four Corners in PNM’s next general rate case filing
PNM implemented 50% of the approved increase for service rendered beginning February 1, 2018 and implemented the rest of the increase for service rendered beginning January 1, 2019.
On December 29, 2020, Sierra Club filed a motion to re-open the NM 2016 Rate Case. The motion requests that the NMPRC re-open the NM 2016 Rate Case for the limited purpose of conducting a prudence review of certain Four Corners capital expenditures that the NMPRC deferred in its order approving the settlement agreement. Alternatively, Sierra Club requested that the deferred prudence review be conducted, and given weight as appropriate, in the Four Corners Abandonment Application. On February 10, 2021, the NMPRC rejected Sierra Club’s motion to re-open the NM 2016 Rate Case and stated that issues on whether the terms of the ETA provide an opportunity for consideration of prudence for Four Corners undepreciated investments included in a financing order or what effects the rates approved in the NM 2016 Rate Case may have on determining energy transition cost should be considered in the Four Corners Abandonment Application. For additional information on the Four Corners Abandonment Application see Note 17.
2020 Decoupling Petition – On May 28, 2020, PNM filed a petition for approval of a rate adjustment mechanism that would decouple the rates of its residential and small power rate classes. Decoupling is a rate design principle that severs the link between the recovery of fixed costs of the utility through volumetric charges. If approved, customer bills would not be impacted until January 1, 2022. On October 2, 2020, PNM requested an order to vacate the public hearing and stay the proceeding until the NMPRC decides whether to entertain a petition to issue a declaratory order resolving the issues raised in the motions to dismiss. On October 7, 2020, the hearing examiner approved PNM's request to stay the proceeding and vacate the public hearing and on October 30, 2020 PNM filed a petition for declaratory order asking the NMPRC to issue an order finding that full revenue decoupling is authorized by the EUEA. On March 17, 2021, the NMPRC issued an order granting PNM's petition for declaratory order which commences a proceeding to address petitions. Oral arguments were made on July 15, 2021. On January 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC find that the EUEA does not mandate the NMPRC to authorize or approve a full decoupling mechanism, defining full decoupling as limited to energy efficiency and load management measures and programs. The recommended decision also states that a utility may request approval of a rate adjustment mechanism to remove regulatory disincentives to energy efficiency and load management measures and programs through a stand-alone petition, as part of the utility’s triennial energy efficiency application or a general rate case and that PNM is not otherwise precluded from petitioning for a rate adjustment mechanism prior to its next general rate case. Finally, the recommended decision stated that the EUEA does not permit the NMPRC to reduce a utility’s ROE based on approval of a disincentive removal mechanism founded on removing regulatory disincentives to energy efficiency and load management measures and programs. The recommended decision does not specifically prohibit a downward adjustment to a utility’s capital structure, based on approval of a disincentive removal mechanism. See Note 17. PNM cannot predict the outcome of this matter.
PVNGS Leased Interest Abandonment Application – On April 2, 2021, PNM filed the PVNGS Leased Interest Abandonment Application. In the application, PNM requested NMPRC authorization to decertify and abandon its Leased Interest and to create regulatory assets for the associated remaining undepreciated investments with consideration of cost recovery of the undepreciated investments in a future rate case. PNM also sought NMPRC approval to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP, which will be acquiring the Leased Interest from the lessors upon termination of the existing leases. In addition, PNM sought NMPRC approval for a 150 MW
solar PPA combined with a 40 MW battery storage agreement and a stand-alone 100 MW battery storage agreement to replace the Leased Interest. To ensure system reliability and load needs are met in 2023, when a majority of the leases expire, PNM also requested NMPRC approval for a 300 MW solar PPA combined with a 150 MW battery storage agreement. On August 25, 2021, the NMPRC issued an order confirming PNM requires no further NMPRC authority to abandon the PVNGS Leased Interest and to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP. The order bifurcated the issue of approval of the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously and deferred a ruling on the other issues. On February 16, 2022, the NMPRC approved the two PPAs and three battery storage agreements. For additional information on PNM's Leased Interest and the associated abandonment application see Note 16 and Note 17.
Advanced Metering – Currently, TNMP has approximately 262,000 advanced meters across its service territory. Beginning in 2019, the majority of costs associated with TNMP’s AMS program are being recovered through base rates. On July 14, 2021, TNMP filed a request with the PUCT to consider and approve its final reconciliation of the costs spent on the deployment of AMS from April 1, 2018 through December 31, 2018 of $9.0 million and approve appropriate carrying charges until full collection. On September 13, 2021, the PUCT Staff filed a recommendation for approval of TNMP's application for substantially all costs. On October 2, 2020, TNMP filed an application with the PUCT for authorization to implement necessary technological upgrades of approximately $46 million to its AMS program by November 2022. On January 14, 2021, the PUCT approved TNMP’s application. TNMP will seek recovery of the investment associated with the upgrade in a future general rate proceeding or DCOS filing.
In February 2016, PNM filed an application with the NMPRC requesting approval of a project to replace its existing customer metering equipment with Advanced Metering Infrastructure (“AMI”), which was denied. As ordered by the NMPRC, PNM’s 2020 filing for energy efficiency programs to be offered in 2021, 2022, and 2023 included a proposal for an AMI pilot project, although PNM did not recommend the proposal due to the limited benefits that are cost-effective under a pilot structure. On September 17, 2020, the hearing examiner in the energy efficiency case issued a recommended decision recommending that PNM's proposed 2021 energy efficiency and load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020, the NMPRC approved the recommended decision.
Rate Riders and Interim Rate Relief – The PUCT has approved mechanisms that allow TNMP to recover capital invested in transmission and distribution projects without having to file a general rate case. The PUCT also approved rate riders that allow TNMP to recover amounts related to energy efficiency and third-party transmission costs. The NMPRC has approved PNM recovering fuel costs through the FPPAC, as well as rate riders for renewable energy, energy efficiency, and the TEP. These mechanisms allow for more timely recovery of investments.
FERC Regulation
Rates PNM charges wholesale transmission customers are subject to traditional rate regulation by FERC. Rates charged to wholesale electric transmission customers, other than customers on the Western Spirit Line described below, are based on a formula rate mechanism pursuant to which rates for wholesale transmission service are calculated annually in accordance with an approved formula. The formula includes updating cost of service components, including investment in plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as including projected transmission capital projects to be placed into service in the following year. The projections included are subject to true-up. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.
In May 2019, PNM filed an application with FERC requesting approval to purchase and provide transmission service on the Western Spirit Line. All necessary approvals were obtained. In December 2021, PNM completed the purchase of the Western Spirit Line and service under related transmission agreements was initiated using an incremental rate that is separate from the formula rate mechanism described above. See Note 17.
On March 12, 2021, PNM filed four unexecuted TSAs with FERC totaling 145 MW with Leeward. The unexecuted TSAs provide long-term firm, point-to-point transmission service on PNM’s transmission system. The unexecuted TSAs are based on the pro-forma transmission service agreements with certain non-conforming provisions under Attachment A of PNM’s OATT and include PNM’s OATT rate. PNM filed the unexecuted TSAs at the request of Leeward because the parties were unable to reach an agreement on the terms and conditions for transmission service. On May 11, 2021, FERC issued an order accepting PNM's four unexecuted TSAs based on PNM's proposed pricing scheme included in its OATT rate. On June 10, 2021, Pattern Wind and Leeward both filed a request for rehearing of the FERC Order. On September 10, 2021, Leeward filed a petition in the United States District Court for the District of Columbia for review of FERC's order accepting PNM's four unexecuted TSAs. On November 15, 2021, FERC issued an order denying the rehearing. On December 3, 2021, Leeward filed an Unopposed Motion for Voluntary Dismissal with the United States District Court for the District of Columbia of its petition for review. PNM is unable to predict the outcome of this matter. See Note 17.
Delivering At or Above Industry-Average Earnings and Dividend Growth
PNMR’s financial objective to deliver at or above industry-average earnings and dividend growth enables investors to
realize the value of their investment in the Company’s business. Earnings growth is based on ongoing earnings, which is a non-GAAP financial measure that excludes from GAAP earnings certain non-recurring, infrequent, and other items that are not indicative of fundamental changes in the earnings capacity of the Company’s operations. PNMR uses ongoing earnings to evaluate the operations of the Company and to establish goals, including those used for certain aspects of incentive compensation, for management and employees.
PNMR targets a dividend payout ratio in the 50% to 60% range of its ongoing earnings. PNMR expects to provide at or above industry-average dividend growth in the near-term. The Board will continue to evaluate the dividend on an annual basis, considering sustainability and growth, capital planning, and industry standards.
Under the terms of the Merger Agreement, PNMR has agreed not to declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its equity securities, or make any other actual, constructive or deemed distribution in respect of any equity securities (except (i) PNMR may continue the declaration and payment of planned regular quarterly cash dividends on PNMR common stock for each quarterly period ended after the date of the Merger Agreement, which for any fiscal quarter in 2022 shall not exceed $0.3475, with usual record and payment dates in accordance with past dividend practice, and (ii) for any cash dividend or cash distribution by a wholly-owned subsidiary of PNMR to PNMR or another wholly-owned subsidiary of PNMR).
The Board approved the following increases in the indicated annual common stock dividend:
| | | | | | | | |
| Approval Date | | Percent Increase |
| December 2020 | | 6.5 | % |
| February 2022 | | 6.1 | % |
Maintaining Investment Grade Credit Ratings
The Company is committed to maintaining investment grade credit ratings in order to reduce the cost of debt financing and to help ensure access to credit markets, when required. On February 10, 2022, Moody’s downgraded TNMP’s issuer rating from A3 to Baa1 and changed the outlook from negative to stable. See the subheading Liquidity included in the full discussion of Liquidity and Capital Resources below for the specific credit ratings for PNMR, PNM, and TNMP. All of the credit ratings issued by both Moody’s and S&P on the Company’s debt continue to be investment grade.
Business Focus
To achieve its business objectives, focus is directed in key areas: Safe, Reliable and Affordable Power; Utility Plant and Strategic Investments; Environmentally Responsible Power; and Customer, Stakeholders, and Community Engagement. The Company works closely with its stakeholders to ensure that resource plans and infrastructure investments benefit from robust public dialogue and balance the diverse needs of our communities. Equally important is the focus of PNMR’s utilities on customer satisfaction and community engagement.
Safe, Reliable, and Affordable Power
Safety is the first priority of our business and a core value of the Company. PNMR utilizes a Safety Management System to provide clear direction, objectives and targets for managing safety performance and minimizing risks and empowers employees to “Be the Reason Everyone Goes Home Safe”.
PNMR measures reliability and benchmark performance of PNM and TNMP against other utilities using industry-standard metrics, including System Average Interruption Duration Index (“SAIDI”) and System Average Interruption Frequency Index (“SAIFI”). PNM's and TNMP's investment plans include projects designed to support reliability and reduce the amount of time customers are without power.
PNMR and its utilities are aware of the important roles they play in enhancing economic vitality in their service territories. Management believes that maintaining strong and modern electric infrastructure is critical to ensuring reliability and supporting economic growth. When contemplating expanding or relocating their operations, businesses consider energy affordability and reliability to be important factors. PNM and TNMP strive to balance service affordability with infrastructure investment to maintain a high level of electric reliability and to deliver a safe and superior customer experience. Investing in PNM’s and TNMP’s infrastructure is critical to ensuring reliability and meeting future energy needs. Both utilities have long-established records of providing customers with safe and reliable electric service.
The Company continues to closely monitor developments and has taken and continues to take steps to mitigate the potential risks related to the COVID-19 pandemic. The Company has assessed and updated its existing business continuity plans in response to the impacts of the pandemic through crisis team meetings and working with other utilities and operators. It has identified its critical workforce, staged backups and limited access to control rooms and critical assets. The Company has worked to protect the safety of its employees using a number of measures, including minimizing exposure to other employees
and the public and supporting flexible arrangements for all applicable job functions. The Company is also working with its suppliers to manage the impacts to its supply chain and remains focused on the integrity of its information systems and other technology systems used to run its business. However, the Company cannot predict the extent or duration of the ongoing COVID-19 pandemic, its effects on the global, national or local economy, or on the Company's financial position, results of operations, and cash flows. The Company will continue to monitor developments related to COVID-19 and will remain focused on protecting the health and safety of its customers, employees, contractors, and other stakeholders, and on its objective to provide safe, reliable, affordable and environmentally responsible power. As discussed in Note 17, both PNM and TNMP suspended disconnecting certain customers for past due bills, waived late fees during the pandemic, and have been provided regulatory mechanisms to recover these and other costs resulting from COVID-19. See additional discussion below regarding the Company's customer, community, and stakeholder engagement in response to COVID-19 and in Item 1A. Risk Factors.
Utility Plant and Strategic Investments
Utility Plant Investments – During the 2020 and 2021 periods, PNM and TNMP together invested $1.6 billion in utility plant, including substations, power plants, nuclear fuel, and transmission and distribution systems. New Mexico’s clean energy future depends on a reliable, resilient, secure grid to deliver an evolving mix of energy resources to customers. PNM has launched a capital initiative, which emphasizes new investments in its transmission and distribution infrastructure with three primary objectives: delivering clean energy, enhancing customer satisfaction and increasing grid resilience. Projects are aimed at advancing the infrastructure beyond its original architecture to a more flexible and redundant system accommodating growing amounts of intermittent and distributed generation resources and integrating evolving technologies that provide long-term customer value. See the subheading Capital Requirements included in the full discussion of Liquidity and Capital Resources below for additional discussion of the Company’s projected capital requirements.
Strategic Investments – In 2017, PNMR Development and AEP OnSite Partners created NMRD to pursue the acquisition, development, and ownership of renewable energy generation projects, primarily in the state of New Mexico. Abundant renewable resources, large tracts of affordable land, and strong government and community support make New Mexico a favorable location for renewable generation. New Mexico ranks third in the Nation for energy potential from solar power according to the Nebraska Department of Energy & Energy Sun Index and ranks third in the Nation for land-based wind capacity according to the U.S. Office of Energy Efficiency and Renewable Energy. PNMR Development and AEP OnSite Partners each have a 50% ownership interest in NMRD. Through NMRD, PNMR anticipates being able to provide additional renewable generation solutions to customers within and surrounding its regulated jurisdictions through partnering with a subsidiary of one of the United States’ largest electric utilities. As of December 31, 2021, NMRD’s renewable energy capacity in operation was 135.1 MW, which includes 130 MW of solar-PV facilities to supply energy to the Meta data center located within PNM’s service territory, 1.9 MW to supply energy to Columbus Electric Cooperative located in southwest New Mexico, 2.0 MW to supply energy to the Central New Mexico Electric Cooperative, and 1.2 MW of solar-PV facilities to supply energy to the City of Rio Rancho, New Mexico. In addition, PNM’s February 8, 2021 application with the NMPRC for approval to service the Meta data center includes construction of a 50 MW solar facility owned by NMRD, which is expected to be operational in 2023. See Note 17. NMRD actively explores opportunities for additional renewable projects, including large-scale projects to serve future data centers and other customer needs.
Integrated Resource Plan
NMPRC rules require that investor-owned utilities file an IRP every three years. The IRP is required to cover a 20-year planning period and contain an action plan covering the first four years of that period.
NMPRC rules required PNM to file its 2020 IRP in July 2020. In April 2020, the NMPRC approved PNM ‘s request to extend the deadline to file its 2020 IRP until six months after the NMPRC issues a final order approving replacement resources in PNM’s SJGS Abandonment Application. On January 29, 2021, PNM filed its 2020 IRP. The plan focuses on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024. This includes replacing the power from San Juan with a mix of approved carbon-free resources and the plan to exit Four Corners at the end of 2024. The plan highlights the need for additional investments in a diverse set of resources, including renewables to supply carbon-free power, energy storage to balance supply and demand, and efficiency and other demand-side resources to mitigate load growth. See additional discussion regarding PNM’s 2020 IRP filing in Note 17.
Environmentally Responsible Power
PNMR has a long-standing record of environmental stewardship. PNM’s environmental focus is in three key areas:
•Developing strategies to provide reliable and affordable power while transitioning to a 100% emissions-free generating portfolio by 2040
•Preparing PNM’s system to meet New Mexico’s increasing renewable energy requirements as cost-effectively as possible
•Increasing energy efficiency participation
PNMR’s corporate website (www.pnmresources.com) includes a dedicated section providing key environmental and other sustainability information related to PNM’s and TNMP’s operations and other information that collectively demonstrates
the Company’s commitment to ESG principles. This information highlights plans for PNM to be coal-free by 2024 (subject to regulatory approval) and to achieve an emissions-free generating portfolio by 2040.
In February 2022 PNM named its first Chief Environmental Officer. The Chief Environmental Officer will be responsible for developing and implementing the Company’s business strategy and positions on environmental and sustainability policy issues and will be charged with establishing organization-wide policies, strategies, goals, objectives and programs that advance sustainability and ensure compliance with regulations. The role will serve as the Company’s primary contact with various regulatory and stakeholder agencies on environmental matters. In addition, the role will lead environmental justice work, incorporating impacts to tribal, worker and affected communities and advance ESG reporting.
On September 21, 2020, PNM announced an agreement to partner with Sandia National Laboratories in research and development projects focused on energy resiliency, clean energy, and national security. The partnership demonstrates PNMR's commitment to ESG principles and its support of projects that further its emissions-free generation goals and plans for a reliable, resilient, and secure grid to deliver New Mexico's clean energy future.
The Energy Transition Act (“ETA”)
On June 14, 2019, Senate Bill 489, known as the ETA, became effective. The ETA amends the REA and requires utilities operating in New Mexico to have renewable portfolios equal to 20% by 2020, 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. The ETA also amends sections of the REA to allow for the recovery of undepreciated investments and decommissioning costs related to qualifying EGUs that the NMPRC has required be removed from retail jurisdictional rates, provided replacement resources to be included in retail rates have lower or zero-carbon emissions. The ETA provides for a transition from fossil-fueled generating resources to renewable and other carbon-free resources by allowing utilities to issue securitized bonds, or “energy transition bonds,” related to the retirement of certain coal-fired generating facilities to qualified investors. PNM expects the ETA will have a significant impact on PNM’s future generation portfolio, including PNM’s planned retirement of SJGS in 2022 and the planned Four Corners exit in 2024. PNM cannot predict the full impact of the ETA on potential future generating resource abandonment and replacement filings with the NMPRC.
SJGS Abandonment Application – On July 1, 2019, PNM filed a Consolidated Application for the Abandonment and Replacement of SJGS and Related Securitized Financing Pursuant to the ETA (the “SJGS Abandonment Application”). The SJGS Abandonment Application sought NMPRC approval to retire PNM’s share of SJGS in mid-2022, and for approval of replacement resources and the issuance of approximately $361 million of Securitized Bonds as provided by the ETA. The application included several replacement resource scenarios including PNM’s recommended replacement scenario, which is consistent with PNM’s goal of having a 100% emissions-free generating portfolio by 2040 and would have provided cost savings to customers while preserving system reliability.
The NMPRC issued an order requiring the SJGS Abandonment Application be considered in two proceedings: one addressing SJGS abandonment and related financing and the other addressing replacement resources but did not definitively indicate if the abandonment and financing proceedings would be evaluated under the requirements of the ETA. After several requests for clarification and legal challenges, in January 2020, the NM Supreme Court ruled the NMPRC is required to apply the ETA to all aspects of PNM’s SJGS Abandonment Application, and that any previous NMPRC orders inconsistent with their ruling should be vacated.
In February 2020, the hearing examiners issued two recommended decisions recommending approval of PNM’s proposed abandonment of SJGS, subject to approval of the separate replacement resources proceeding, and approval of PNM’s proposed financing order to issue Securitized Bonds. The hearing examiners recommended, among other things, that PNM be authorized to abandon SJGS by June 30, 2022, to issue Securitized Bonds of up to $361 million, and to establish the Energy Transition Charge. The hearing examiners recommended an interim rate rider adjustment upon the start date of the Energy Transition Charge to provide immediate credits to customers for the full value of PNM’s revenue requirement related to SJGS until those reductions are reflected in base rates. In addition, the hearing examiners recommended PNM be granted authority to establish regulatory assets to recover costs that PNM will pay prior to the issuance of the Securitized Bonds, including costs associated with the bond issuances as well as for severances, job training, and economic development funds. On April 1, 2020, the NMPRC unanimously approved the hearing examiners' recommended decisions regarding the abandonment of SJGS and the Securitized Bonds. On April 10, 2020, CFRE and NEE filed a notice of appeal with the NM Supreme Court of the NMPRC’s approval of PNM’s request to issue securitized financing under the ETA. On January 10, 2022, the NM Supreme Court issued its decision rejecting CFRE’s and NEE’s constitutional challenges to the ETA and affirmed the NMPRC final order.
On June 24, 2020, the hearing examiners issued a second recommended decision on PNM's request for approval of replacement resources that addressed the entire portfolio of replacement resources. On July 29, 2020 the NMPRC issued an order approving resource selection criteria identified in the ETA that include PPA's for 650 MW of solar and 300 MW of battery storage. Throughout 2021 and continuing into 2022, PNM provided notices of delays and status updates to the NMPRC for the approved SJGS replacement resource projects, which coupled with the abandonment of SJGS Units 1 and 4 present a risk that PNM will have insufficient operational resources to meet the 2022 summer peak to reliably serve its customers. PNM
entered into three agreements to purchase power from third parties in the second half of 2021 to minimize potential impacts to customers and on February 17, 2022, PNM provided a notice and request with the NMPRC that PNM had obtained agreement from the SJGS owners and WSJ LLC to extend operation of Unit 4 until September 30, 2022. SJGS Unit 4 will provide 327 MW of capacity and improve PNM’s projected system reserve margin to meet the 2022 summer peak. On February 23, 2022, the NMPRC issued an order finding that PNM did not require NMPRC approval to extend operation of SJGS Unit 4 for an additional three-month period. On February 25, 2022, the amended SJGS participation agreement was filed with FERC. See additional discussion of the ETA and PNM’s San Juan Abandonment Application in Notes 16 and 17.
Four Corners Abandonment Application - On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s 13% share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. As ordered by the hearing examiner in the case, PNM filed an amended application and testimony on March 15, 2021. The amended application provided additional information to support PNM's request, provided background on the NMPRC's consideration of the prudence of PNM's investment in Four Corners in the NM 2016 Rate Case and explained how the proposed sale and abandonment provides a net public benefit. On December 15, 2021, the NMPRC issued a final order denying approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. See additional discussion of the ETA and PNM’s Four Corners Abandonment Application in Notes 16 and 17.
PNM enhanced its plan to exit Four Corners and emphasized its ESG strategy to reduce carbon emissions on March 12, 2021 with an announcement for additional plans for seasonal operations at Four Corners beginning in the fall of 2023, subject to the necessary approvals. The solution for seasonal operations ensures the plant will be available to serve each owners' customer needs during times of peak energy use while minimizing operations during periods of low demand. This approach results in an estimated annual 20 to 25 percent reduction in carbon emissions at the plant and retains jobs and royalty payments for the Navajo Nation.
The Community Solar Act
On June 18, 2021, Senate Bill 84, known as the Community Solar Act, became effective. The Community Solar Act establishes a program that allows for the development of community solar facilities and provides customers of a qualifying utility with the option of accessing solar energy produced by a community solar facility in accordance with the Community Solar Act. The NMPRC is charged with administering the Community Solar Act program, establishing a total maximum capacity of 200 MW community solar facilities (applicable until November 2024) and allocating proportionally to the New Mexico electric investor-owned utilities and participating cooperatives. As required under the Community Solar Act, the NMPRC opened a docket on May 12, 2021 to adopt rules to establish a community solar program no later than April 1, 2022. See Note 17.
Electric Vehicles
PNMR is building upon its ESG goal of 100% emissions-free generation by 2040 with plans for additional emissions reductions through the electrification of its vehicle fleet. Growing the number of electric vehicles within the Company's fleet will benefit the environment and lower fuel costs furthering the commitment to ESG principles. Under the commitment, existing fleet vehicles will be replaced as they are retired with an increasing percentage of electric vehicles. The new goals call for 25% of all light duty fleet purchases to be electric by 2025 and 50% to be electric by 2030.
To demonstrate PNMR’s commitment to increase the electrification of vehicles in its service territory, PNM filed a TEP with the NMPRC on December 18, 2020. The TEP supports customer adoption of electric vehicles by focusing on addressing the barriers to electric vehicle adoption and encourage use. PNM’s proposed program budget will be dedicated to low and moderate income customers by providing rebates to both residential and non-residential customers towards the purchase of chargers and/or behind-the-meter infrastructure. On November 10, 2021, the NMPRC issued a final order approving PNM’s TEP program. See Note 17.
In December 2021, PNM announced that it will be joining the National Electric Highway Coalition, which plans to build fast-charging ports along major U.S. travel corridors. The coalition, with approximately 50 investor-owned electric companies is committed to providing electric vehicle (EV) fast charging ports that will allow the public to drive EVs with confidence throughout the country’s major roadways by the end of 2023.
Other Environmental Matters
Four Corners may be required to comply with environmental rules that affect coal-fired generating units, including regional haze rules and the ETA. On June 19, 2019, EPA repealed the Clean Power Plan, promulgated the ACE Rule, and revised the implementing regulations for all emission guidelines issued under the CAA Section 111(d). On January 19, 2021, the DC Circuit issued an opinion vacating and remanding the ACE Rule, holding that it was based on a misconstruction of Section 111(d) of the Clean Air Act, but stayed its mandate for vacatur of the repeal of the Clean Power Plan to ensure that the now-outdated rule would not become effective. The U.S. Supreme Court granted four petitions for certiorari seeking review of
the DC Circuit’s decision, and oral arguments in the case were held on February 28, 2022. A decision is expected in June 2022. In addition, on January 27, 2021, President Biden signed an executive order requiring a review of environmental regulations issued under the Trump Administration, which will include a review of the ACE rule.
Renewable Energy
PNM’s renewable procurement strategy includes utility-owned solar capacity, as well as solar, wind, and geothermal energy purchased under PPAs. As of December 31, 2021, PNM has 158 MW of utility-owned solar capacity in operation. In addition, PNM purchases power from a customer-owned distributed solar generation program that had an installed capacity of 201.2 MW at December 31, 2021. PNM also owns the 500 KW PNM Prosperity Energy Storage Project. The project was one of the first combinations of battery storage and solar-PV energy in the nation and involved extensive research and development of advanced grid concepts. The facility also was the nation’s first solar storage facility fully integrated into a utility’s power grid. PNM also purchases the output from New Mexico Wind, a 200 MW wind facility, and the output of Red Mesa Wind, an existing 102 MW wind energy center. PNM’s 2020 renewable energy procurement plan was approved by the NMPRC in January 2020 and includes a PPA to procure 140 MW of renewable energy and RECs from La Joya Wind II that became operational in June 2021. The NMPRC approved the portfolio to replace the planned retirement of SJGS resulting in PNM executing solar PPAs of 650 MW combined with 300 MW of battery storage agreements. In addition, the PVNGS Leased Interest Abandonment Application approved by the NMPRC includes solar PPAs of 450 MW combined with 290 MW of battery storage agreements. The majority of these renewable resources are key means for PNM to meet the RPS and related regulations that require PNM to achieve prescribed levels of energy sales from renewable sources, including those set by the recently enacted ETA, without exceeding cost requirements.
As discussed in Strategic Investments above, PNM is currently purchasing the output of 130 MW of solar capacity from NMRD that is used to serve the Meta data center which includes two 25-year PPAs to purchase renewable energy and RECs from an aggregate of approximately 100 MW of capacity from two solar-PV facilities constructed by NMRD to supply power to Meta, Inc. The first 50 MW of these facilities began commercial operations in November 2019 and the second 50 MW facility began commercial operations in July 2020. Additionally, PNM has entered into three separate 25-year PPAs to purchase renewable energy and RECs to be used by PNM to supply additional renewable power to the Meta data center. These PPAs include the purchase of power and RECs from a 50 MW wind project, which was placed in commercial operation in November 2018, a 166 MW wind project which became operational in February 2021, and a 50 MW solar-PV project to be operational in 2022. In addition, the NMPRC issued an order that will allow PNM to service the Meta data center for an additional 190 MW of solar PPA combined with 50 MW of battery storage and a 50 MW solar PPA expected to be operational in 2023. See Note 17.
In March 2020, the NMPRC approved the PNM Solar Direct program under which qualified governmental and large commercial customers could participate in a voluntary renewable energy procurement program. The costs of the program would be recovered directly from subscribing customers through a rate rider, including the costs to procure renewable energy from 50 MW of solar-PV facilities under a 15-year PPA. These facilities are expected to be placed in commercial operation in 2022.
PNM will continue to procure renewable resources while balancing the impact to customers’ electricity costs in order to meet New Mexico’s escalating RPS and carbon-free resource requirements.
Energy Efficiency
Energy efficiency plays a significant role in helping to keep customers’ electricity costs low while meeting their energy needs and is one of the Company’s approaches to supporting environmentally responsible power. PNM’s and TNMP’s energy efficiency and load management portfolios continue to achieve robust results. In 2021, incremental energy saved as a result of new participation in PNM’s portfolio of energy efficiency programs is estimated to be approximately 95 GWh. This is equivalent to the annual consumption of approximately 11,245 homes in PNM’s service territory. PNM’s load management and annual energy efficiency programs also help lower peak demand requirements. As discussed above, in April 2020, PNM filed an application for energy efficiency and load management programs to be offered in 2021, 2022, and 2023. On September 17, 2020, the hearing examiner in the case issued a recommended decision recommending that PNM's proposed 2021 energy efficiency and load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020, the NMPRC issued an order adopting the recommended decision in its entirety. In 2021, TNMP’s incremental energy saved as a result of new participation in TNMP’s energy efficiency programs is estimated to be approximately 19 GWh. This is equivalent to the annual consumption of approximately 2,469 homes in TNMP’s service territory. TNMP’s High-Performance Homes residential new construction energy efficiency program was honored for the sixth year in a row by ENERGY STAR. This recognition includes the program’s fourth straight Partner of the Year Sustained Excellence Award. For information on PNM's and TNMP's energy efficiency filing with the NMPRC and PUCT see Note 17.
Water Conservation and Solid Waste Reduction
PNM continues its efforts to reduce the amount of fresh water used to make electricity (about 35% more efficient than in 2007). Continued growth in PNM’s fleet of solar and wind energy sources, energy efficiency programs, and innovative uses
of gray water and air-cooling technology have contributed to this reduction. Water usage has continued to decline as PNM has substituted less fresh-water-intensive generation resources to replace SJGS Units 2 and 3 starting in 2018, as water consumption at that plant has been reduced by approximately 50%. As the Company moves forward with its mission to achieve 100% carbon‐free generation by 2040, it expects that more significant water savings will be gained. PNM has set a goal to reduce freshwater use 80% by 2035 and 90% by 2040 from 2005 levels. Focusing on responsible stewardship of New Mexico’s scarce water resources improves PNM’s water-resilience in the face of persistent drought and ever-increasing demands for water to spur the growth of New Mexico’s economy.
In addition to the above areas of focus, the Company is working to reduce the amount of solid waste going to landfills through increased recycling and reduction of waste. In 2021, 18 of the Company’s 23 facilities met the solid waste diversion goal of a 65% diversion rate. The Company expects to continue to do well in this area in the future.
Customer, Stakeholder, and Community Engagement
Another key element of the Company’s commitment to ESG principles is fostering relationships with its customers, stakeholders, and communities. The Company strives to deliver a superior customer experience. Through outreach, collaboration, and various community-oriented programs, the Company has demonstrated a commitment to building productive relationships with stakeholders, including customers, community partners, regulators, intervenors, legislators, and shareholders. In December 2021, PNM Resources was named for the second consecutive year to Newsweek’s list of America’s Most Responsible Companies highlighting companies in areas of ESG. PNM continues to focus its efforts to enhance the customer experience through customer service improvements, including enhanced customer service engagement options, strategic customer outreach, and improved communications. These efforts are supported by market research to understand the varying needs of customers, identifying and establishing valued services and programs, and proactively communicating and engaging with customers. As a result, PNM continues to experience steady performance in customer satisfaction in both the J.D. Power Electric Utility Residential Customer Satisfaction StudySM and its own proprietary relationship surveys. In the 2021 fourth quarter J.D. Power overall customer satisfaction results PNM outperformed the West Midsize industry average by one point.
The Company has leveraged a number of communications channels and strategic content to better serve and engage its many stakeholders. PNM’s website www.pnm.com, provides the details of major regulatory filings, including general rate requests, as well as the background on PNM’s efforts to maintain reliability, keep prices affordable, and protect the environment. The Company’s website is also a resource for information about PNM’s operations and community outreach efforts, including plans for building a sustainable energy future for New Mexico and to transition to an emissions-free generating portfolio by 2040. PNM has also leveraged social media in communications with customers on various topics such as education, outage alerts, safety, customer service, and PNM’s community partnerships in philanthropic projects. As discussed above, PNMR’s corporate website, www.pnmresources.com, includes a dedicated section providing additional information regarding the Company’s commitment to ESG principles and other sustainability efforts.
With reliability being the primary role of a transmission and distribution service provider in Texas’ deregulated market, TNMP continues to focus on keeping end-users updated about interruptions and to encourage consumer preparation when severe weather is forecasted. In the third quarter of 2021, TNMP provided a 30-person team in support of another utility that experienced significant damage to their transmission and distribution system as a result of Hurricane Ida. TNMP has been honored by the Edison Electric Institute four times since 2012 for its assistance to out-of-state utilities affected by hurricanes. TNMP has also been honored twice for hurricane response in its own territory.
Local relationships and one-on-one communications remain two of the most valuable ways both PNM and TNMP connect with their stakeholders. Both companies maintain long-standing relationships with governmental representatives and key electricity consumers to ensure that these stakeholders are updated on Company investments and initiatives. Key electricity consumers also have dedicated Company contacts that support their important service needs.
Another demonstration of the Company’s commitment to ESG principles is the Company’s tradition of supporting the communities it serves in New Mexico and Texas. This support extends beyond corporate giving and financial donations from the PNM Resources Foundation to also include collaborations on community projects, customer low-income assistance programs, and employee volunteerism. In response to COVID-19, additional efforts were made in each of these areas and exhibit the Company’s core value of caring for its customers and communities.
During the three years ending December 31, 2021, corporate giving contributed $10.4 million to civic, educational, environmental, low income, and economic development organizations. PNMR recognizes its responsibility to support programs and organizations that enrich the quality of life across its service territories and seeks opportunities to further demonstrate its commitment in these areas as needs arise. In response to COVID-19 community needs, PNMR donated to an Emergency Action Fund in partnership with key local agencies to benefit approximately ninety nonprofits and small businesses facing challenges due to lack of technology, shifting service needs, and cancelled fundraising events. Additionally, employee teams have supported first responders and other front-line workers through the delivery of food and other supplies often procured from local businesses struggling during stay-at-home orders. PNM also donated to the Pueblo Relief Fund and delivered personal protective supplies to pueblo areas and tribal nations throughout New Mexico. While its service territory does not include the Navajo Nation, PNM’s operations include generating facilities and employees in this region that has been
disproportionately affected by the pandemic. In response, employee teams focused efforts to this region and also provided available supplies of personal protective equipment. PNM has also collaborated with the Navajo Tribal Utility Authority Wireless (“NTUAW”) to set up wireless “hot spots” throughout the Navajo Nation in areas without internet access to assist first responders and support continued education opportunities amidst school closures. These actions supplement PNM’s continued support for the Navajo Nation. The PNM Navajo Nation Workforce Training Scholarship Program provides support for Navajo tribal members and encourages the pursuit of education and training in existing and emerging jobs in the communities in which they live. In 2019, PNM invested an additional $500,000 into this scholarship program to further assist in the development and education of the Navajo Nation workforce. PNM has invested in paid summer college engineering internship programs for American Indian students available in the greater Albuquerque area and established the PNM Pueblo Education Scholarship Endowment to invest in higher education for Native American Pueblo Indian students. PNM also continues to partner in the Light up Navajo project, piloted in 2019 and modeled after mutual aid to connect homes without electricity to the power grid. In a more active role in 2021, PNM also partnered with key local organizations to initiate funding for programs focused on diversity, equity and inclusion.
Another important outreach program is tailored for low-income customers and includes the PNM Good Neighbor Fund to provide customer assistance with their electric utility bills. COVID-19 has increased the needs of these customers along with customers who may not otherwise need to seek assistance. In addition to the suspension of residential customer disconnection from April 2020 through August 2021 and the expansion of customer payment plans, PNM responded with increased communications through media outlets and customer outreach to connect customers with nonprofit community service providers offering financial assistance, food, clothing, medical programs, and services for seniors. As a result of these communication efforts, 4,147 families in need received emergency assistance through the PNM Good Neighbor Fund during 2021. Additionally, PNM has worked closely with the New Mexico Department of Finance and Administration to implement strategies ensuring customers receive rent benefits, including utility bill assistance, from the Emergency Rental Assistance Program (“ERAP”). As a result of these efforts, the ERAP has paid over $6 million in customer arrears since the launch of the program in March 2021.
Additionally, as a part of corporate giving, on October 1, 2020, PNM introduced $2.0 million in funding for new COVID Customer Relief Programs to support income-qualified residential customers and small business customers who have been impacted by the financial challenges created by COVID-19 and have past due electric bills. Qualified customers that pay a portion of their past-due balance can receive assistance toward their remaining balance.
Volunteerism is also an important facet of employee culture, keeping our communities safer, stronger, smarter and more vibrant. In 2021, new programs were launched to provide employees with COVID-safe projects through virtual, hybrid, and limited group gatherings. Employees and nonprofits remained resilient, creative, and innovative and responded to community need and selflessly gave their time and talents to organizations throughout New Mexico and Texas completing 8,741 volunteer hours with nonprofits and other community organizations. Volunteers also participate in a company-wide annual Day of Service at nonprofits across New Mexico and Texas along with participation on a variety of nonprofit boards and independent volunteer activities throughout the year. In addition, the Company facilitated employee and customer Earth Day cleanups across PNM’s service territory resulting in over 2,200 gallons of trash collected.
In addition to the extensive engagement both PNM and TNMP have with nonprofit organizations in their communities, the PNM Resources Foundation provides nearly $1.6 million in grant funding each year across New Mexico and Texas. These grants help nonprofits innovate or sustain programs to grow and develop business, develop and implement environmental programs, and provide educational opportunities. Beginning in 2020, the PNM Resources Foundation is funding grants with a three-year focus on decreasing homelessness, increasing access to affordable housing, reducing carbon emissions, and increasing community safety with an emphasis on COVID-19 programs. As part of this emphasis, $0.5 million is awarded annually to nonprofits in New Mexico and Texas to assist with work being done on the front lines of the pandemic for community safety, with a focus on helping senior citizens and people currently experiencing homelessness during the shelter-in-place directives. The PNM Resources Foundation continued to expand its matching donation program to offer 2-to-1 matching on employee donations made to social justice nonprofits and increased the annual amount of matching donations available to each of its employees. PNM Resources Foundation awarded $0.3 million of additional grants to non-profits supporting TNMP communities following the winter storm in February 2021.
Economic Factors
PNM – In 2021, PNM experienced a decrease in weather normalized residential load of 0.9%, more than offset by an increase in weather normalized commercial load of 4.4% compared to 2020, signaling a return to pre-COVID-19 levels. PNM did not experience significant impacts to its other customer classes.
TNMP – In 2021, TNMP experienced a decrease in volumetric weather normalized retail load of 0.8% compared to 2020. Weather normalized demand-based load, excluding retail transmission consumers, increased 1.8% in 2021 compared to 2020. The shift back to lower volumetric weather normalized retail load and higher weather normalized demand-based commercial and industrial load reflects a return to pre-COVID-19 trends.
Although the Company has experienced signs of recovery from state restrictions related to COVID-19, it is unable to determine the duration or final impacts from COVID-19 as discussed in more detail in Item 1A Risk Factors. The Company has not experienced, nor does it expect significant negative impacts to customer usage at PNM and TNMP resulting from the economic impacts of COVID-19. However, if current economic conditions worsen, the Company may be required to implement additional measures such as reducing or delaying operating and maintenance expenses and planned capital expenditures.
Results of Operations
Net earnings attributable to PNMR were $195.8 million, or $2.27 per diluted share in the year ended December 31, 2021 compared to $172.8 million, or $2.15 per diluted share in 2020. Among other things, earnings in 2021 benefited from higher weather normalized retail load at PNM, higher demand-based load at TNMP, higher transmission rates at PNM and TNMP, higher distribution rates at TNMP, lower surface mine reclamation expense and lower accretion expense at PNM, lower interest expense at PNM and Corporate and Other, higher equity AFUDC at PNM, and lower costs related to the Merger at Corporate and Other. These increases were partially offset by milder weather conditions at PNM and TNMP, lower volumetric load at TNMP, increased operational and maintenance expense, including higher plant maintenance and administrative costs at PNM, higher employee related, outside service and vegetation management expense at PNM and TNMP, increased depreciation and property taxes at PNM and TNMP due to increased plant in service, higher interest charges at TNMP, and decreased performance on PNM's NDT and coal mine reclamation investment securities. Diluted earnings per share increased in 2021 due to higher net earnings, partially offset by the dilutive impact of additional shares issued under the PNMR 2020 Forward Equity Sale Agreements on December 15, 2020. Additional information on factors impacting results of operations for each segment is discussed below under Results of Operations.
Liquidity and Capital Resources
PNMR and PNM have revolving credit facilities with capacities of $300.0 million and $400.0 million that currently expire in October 2023. Both facilities provide for short-term borrowings and letters of credit and can be extended through October 2024, subject to approval by a majority of the lenders. In addition, PNM has a $40.0 million revolving credit facility with banks having a significant presence in New Mexico that expires in December 2022, and TNMP has a $75.0 million revolving credit facility, which expires in September 2022 and contains two one-year extension options, subject to approval by a majority of the lenders. Total availability for PNMR on a consolidated basis was $799.8 million at February 18, 2022. The Company utilizes these credit facilities and cash flows from operations to provide funds for both construction and operational expenditures. PNMR also has intercompany loan agreements with each of its subsidiaries.
PNMR projects that its consolidated capital requirements, consisting of construction expenditures and dividends, will total $4.8 billion for 2022-2026. These construction expenditures include expenditures for PNM’s capital initiative that includes investments in transmission and distribution infrastructure to deliver clean energy, enhance customer satisfaction, and increase grid resilience.
To fund capital spending requirements to meet growth that balances earnings goals, credit metrics and liquidity needs, the Company has entered into a number of other financing arrangements in 2021. For further discussion on these financing arrangements see Liquidity and Capital Resources discussion below as well as Note 7.
After considering the effects of these financings and the Company’s short-term liquidity position as of February 18, 2022, the Company has consolidated maturities of long-term and short-term debt aggregating $194.7 million in the period from January 1, 2022 through February 28, 2023. In addition to internal cash generation, the Company anticipates that it will be necessary to obtain additional long-term financing in the form of debt refinancing, new debt issuances, and/or new equity in order to fund its capital requirements during the 2022-2026 period. The Company currently believes that its internal cash generation, existing credit arrangements, and access to public and private capital markets will provide sufficient resources to meet the Company’s capital requirements for at least the next twelve months. As of December 31, 2021 and February 18, 2022, the Company was in compliance with its debt covenants.
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the Consolidated Financial Statements and Notes thereto. Trends and contingencies of a material nature are discussed to the extent known. Also, refer to Disclosure Regarding Forward Looking Statements in Part I, Item 1 and to Risk Factors in Part I, Item 1A.
A summary of net earnings attributable to PNMR is as follows:
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | Change | | |
| 2021 | | 2020 | | | | 2021/2020 | | |
| (In millions, except per share amounts) | | |
| Net earnings attributable to PNMR | $ | 195.8 | | | $ | 172.8 | | | | | $ | 23.0 | | | |
Average diluted common and common equivalent shares | 86.1 | | | 80.3 | | | | | 5.8 | | | |
Net earnings attributable to PNMR per diluted share | $ | 2.27 | | | $ | 2.15 | | | | | $ | 0.12 | | | |
The components of the changes in net earnings attributable to PNMR by segment are:
| | | | | | | |
| Change | | |
| 2021/2020 | | |
| (In millions) | | |
| PNM | $ | 10.0 | | | |
| TNMP | 5.3 | | | |
| | | |
| Corporate and Other | 7.7 | | | |
| Net change | $ | 23.0 | | | |
Information regarding the factors impacting PNMR’s operating results by segment are set forth below.
Segment Information
The following discussion is based on the segment methodology that PNMR’s management uses for making operating decisions and assessing performance of its various business activities. See Note 2 for more information on PNMR’s operating segments.
PNM
PNM defines utility margin as electric operating revenues less cost of energy, which consists primarily of fuel and purchase power costs. PNM believes that utility margin provides a more meaningful basis for evaluating operations than electric operating revenues since substantially all fuel and purchase power costs are offset in revenues as those costs are passed through to customers under PNM’s FPPAC. Utility margin is not a financial measure required to be presented under GAAP and is considered a non-GAAP measure.
The following table summarizes the operating results for PNM:
| | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | Change | | |
| | 2021 | | 2020 | | | | 2021/2020 | | |
| | (In millions) | | |
| Electric operating revenues | $ | 1,362.0 | | | $ | 1,139.8 | | | | | $ | 222.2 | | | |
| Cost of energy | 531.8 | | | 345.2 | | | | | 186.6 | | | |
| Utility margin | 830.2 | | | 794.7 | | | | | 35.5 | | | |
| Operating expenses | 438.4 | | | 414.4 | | | | | 24.0 | | | |
| Depreciation and amortization | 170.4 | | | 165.3 | | | | | 5.1 | | | |
| Operating income | 221.5 | | | 214.9 | | | | | 6.6 | | | |
| Other income (deductions) | 28.4 | | | 31.6 | | | | | (3.2) | | | |
| Interest charges | (51.4) | | | (64.6) | | | | | 13.2 | | | |
| Segment earnings before income taxes | 198.6 | | | 181.9 | | | | | 16.7 | | | |
| Income (taxes) | (27.0) | | | (21.9) | | | | | (5.1) | | | |
| Valencia non-controlling interest | (15.5) | | | (14.0) | | | | | (1.5) | | | |
| Preferred stock dividend requirements | (0.5) | | | (0.5) | | | | | — | | | |
| Segment earnings | $ | 155.5 | | | $ | 145.5 | | | | | $ | 10.0 | | | |
The following table shows GWh sales, including the impacts of weather, by customer class and average number of customers:
| | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | Percent Change | | |
| | 2021 | | 2020 | | | | 2021/2020 | | |
| | (Gigawatt hours, except customers) | | |
| Residential | 3,339.5 | | | 3,438.4 | | | | | (2.9) | % | | |
| Commercial | 3,500.4 | | | 3,404.6 | | | | | 2.8 | | | |
| Industrial | 1,592.3 | | | 1,412.6 | | | | | 12.7 | | | |
| Public authority | 226.1 | | | 245.4 | | | | | (7.9) | | | |
Economy service (1) | 504.7 | | | 444.9 | | | | | 13.4 | | | |
| | | | | | | | | |
Other sales for resale (2) | 5,447.9 | | | 2,556.2 | | | | | 113.1 | | | |
| 14,610.9 | | | 11,502.1 | | | | | 27.0 | % | | |
| Average retail customer (thousands) | 540.0 | | | 535.2 | | | | | 0.9 | % | | |
(1)PNM purchases energy for a large customer on the customer’s behalf and delivers the energy to the customer’s location through PNM’s transmission system. PNM charges the customer for the cost of the energy as a direct pass through to the customer with only a minor impact in utility margin resulting from providing ancillary services.
(2)Increase in other sales for resale is the result of participation in the EIM beginning in April 2021. See Note 4 and Note 17.
Operating results – 2021 compared to 2020
The following table summarizes the significant changes to utility margin:
| | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 | | | | | | |
| | | Change | | | | | | |
Utility margin: | | (In millions) | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Retail customer usage/load – Weather normalized retail KWh sales increased 4.4%, for commercial customers, partially offset by decreased sales to residential customers of 0.9% | | $ | 6.1 | | | | | | | |
| Weather – Slightly milder than normal weather in 2021 compared to significantly warmer weather in 2020; cooling degree days were 11.0% lower and heating degree days were 9.7% lower in 2021 | | (10.3) | | | | | | | |
| Leap Year – Decrease in revenue due to additional day in 2020 | | (1.8) | | | | | | | |
| Transmission – Increase primarily due to higher revenue under formula transmission rates, the addition of new customers, and higher volumes | | 26.8 | | | | | | | |
| Rate riders – Includes renewable energy, fuel clause, and energy efficiency riders which are partially offset in operating expense | | 8.6 | | | | | | | |
| Coal mine reclamation – Lower expense on surface mine reclamation in 2021 and the 2020 remeasurement of PNM’s obligation for Four Corners and SJGS coal mine reclamation (Note 16) | | 5.5 | | | | | | | |
| Other | | 0.6 | | | | | | | |
| Net Change | | $ | 35.5 | | | | | | | |
The following tables summarize the primary drivers for operating expenses, depreciation and amortization, other income (deductions), interest charges, and income taxes:
| | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 | | | | | | |
| | | Change | | | | | | |
Operating expenses: | | (In millions) | | | | | | |
| | |
| Higher plant maintenance and administrative costs at SJGS, Four Corners and gas-fired plants, partially offset by lower costs at PVNGS | | $ | 4.8 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Higher property taxes due to increases in utility plant in service, partially offset by favorable settlement of property values | | 0.7 | | | | | | | |
| Higher employee related, outside services, and vegetation management expenses | | 12.5 | | | | | | | |
| Higher energy efficiency and renewable rider expenses offset in utility margin | | 4.8 | | | | | | | |
| 2021 non-retail credit loss | | 1.0 | | | | | | | |
| 2021 regulatory disallowance and restructuring costs, primarily resulting from the PVNGS Leased Interest Abandonment Application | | 1.2 | | | | | | | |
| 2020 remeasurement of coal mine reclamation costs associated with ownership restructuring of SJGS and Four Corners (Note 16) | | (1.1) | | | | | | | |
| Other | | 0.1 | | | | | | | |
| Net Change | | $ | 24.0 | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Depreciation and amortization: | | | | | | | | |
| | |
| Increased utility plant in service | | $ | 6.8 | | | | | | | |
| | | | | | | | | |
| Lower accretion expense for PVNGS plant decommissioning AROs resulting from 2020 study | | (2.0) | | | | | | | |
| Other | | 0.3 | | | | | | | |
| | | | | | | | | |
| Net Change | | $ | 5.1 | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Other income (deductions): | | | | | | | | |
| | |
| Decreased performance on investment securities in the NDT and coal mine reclamation trusts | | $ | (4.8) | | | | | | | |
| Higher equity AFUDC | | 2.9 | | | | | | | |
| Higher trust expenses partially offset by higher interest income related to investment securities in the NDT and coal mine reclamation trusts | | (1.0) | | | | | | | |
| 2020 donation to the COVID Customer Relief Program | | 2.0 | | | | | | | |
| 2021 donations including establishment of the PNM Pueblo Education Scholarship Endowment | | (3.0) | | | | | | | |
| Other | | 0.7 | | | | | | | |
| Net Change | | $ | (3.2) | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Interest charges: | | | | | | | | |
| | |
| Issuance of $200.0 million of SUNs in April 2020 | | $ | (2.3) | | | | | | | |
| Refinancing of $160.0 million of SUNs in July 2021 | | 1.8 | | | | | | | |
| Issuance of $150.0 million of SUNs in December 2021 | | (0.3) | | | | | | | |
| Lower interest on term loans | | 4.6 | | | | | | | |
| Lower interest on remarketed PCRBs | | 8.2 | | | | | | | |
| Higher debt AFUDC including amounts resulting from 2020 FERC audit | | 0.4 | | | | | | | |
| Other | | 0.8 | | | | | | | |
| Net Change | | $ | 13.2 | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Income (taxes) benefits: | | | | | | | | |
| | |
| Higher segment earnings before income taxes | | $ | (3.9) | | | | | | | |
| Lower non-deductible compensation | | 1.2 | | | | | | | |
| | | | | | | | | |
| Lower amortization of state excess deferred income taxes (Note 18) | | (6.2) | | | | | | | |
| | | | | | | | | |
| Lower amortization of state net operating loss regulatory asset | | 1.4 | | | | | | | |
| Other | | 2.4 | | | | | | | |
| Net Change | | $ | (5.1) | | | | | | | |
TNMP
TNMP defines utility margin as electric operating revenues less cost of energy, which consists of costs charged by third-party transmission providers. TNMP believes that utility margin provides a more meaningful basis for evaluating operations than electric operating revenues since all third-party transmission costs are passed on to customers through a transmission cost recovery factor. Utility margin is not a financial measure required to be presented under GAAP and is considered a non-GAAP measure.
The following table summarizes the operating results for TNMP:
| | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | Change | | |
| | 2021 | | 2020 | | | | 2021/2020 | | |
| | (In millions) | | |
| Electric operating revenues | $ | 417.9 | | | $ | 383.2 | | | | | $ | 34.7 | | | |
| Cost of energy | 113.1 | | | 102.1 | | | | | 11.0 | | | |
| Utility margin | 304.8 | | | 281.1 | | | | | 23.7 | | | |
| Operating expenses | 114.2 | | | 104.9 | | | | | 9.3 | | | |
| Depreciation and amortization | 90.4 | | | 87.8 | | | | | 2.6 | | | |
| Operating income | 100.1 | | | 88.5 | | | | | 11.6 | | | |
| Other income (deductions) | 5.4 | | | 6.8 | | | | | (1.4) | | | |
| Interest charges | (33.7) | | | (30.4) | | | | | (3.3) | | | |
| Segment earnings before income taxes | 71.8 | | | 64.9 | | | | | 6.9 | | | |
| Income (taxes) | (7.9) | | | (6.3) | | | | | (1.6) | | | |
| Segment earnings | $ | 63.9 | | | $ | 58.6 | | | | | $ | 5.3 | | | |
The following table shows total GWh sales, including the impacts of weather, by retail tariff consumer class and average number of consumers:
| | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | Percentage Change | | |
| | 2021 | | 2020 | | | | 2021/2020 | | |
Volumetric load (1) (GWh) | |
| Residential | 3,018.3 | | | 3,069.6 | | | | | (1.7) | % | | |
| Commercial and other | 39.9 | | | 31.5 | | | | | 26.7 | % | | |
| Total volumetric load | 3,058.2 | | | 3,101.1 | | | | | (1.4) | % | | |
Demand-based load (2) (MW) | 21,176.9 | | | 20,061.5 | | | | | 5.6 | % | | |
Average retail consumers (thousands) (3) | 263.5 | | | 258.8 | | | | | 1.8 | % | | |
(1)Volumetric load consumers are billed on KWh usage.
(2)Demand-based load includes consumers billed on a monthly KW peak and retail transmission customers that are primarily billed under rate riders.
(3)TNMP provides transmission and distribution services to REPs that provide electric service to customers in TNMP’s service territories. The number of consumers above represents the customers of these REPs. Under TECA, consumers in Texas have the ability to choose any REP to provide energy.
Operating results – 2021 compared to 2020
The following table summarizes the significant changes to utility margin:
| | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 | | | | | | |
| | | Change | | | | | | |
Utility margin: | | (In millions) | | | | | | |
| | | | | | | | | |
| Transmission rate relief/load – Transmission cost of service rate increases in March 2020, October 2020, March 2021, and September 2021, partially offset by lower wholesale transmission demand-based sales | | $ | 15.7 | | | | | | | |
| Distribution rate relief – Distribution cost of service rate established in September 2020 and increased in September 2021 | | 13.9 | | | | | | | |
| Volumetric-based customer usage/load – Weather normalized KWh sales decreased 0.8% in addition to the leap-year impact; the average number of retail consumers increased 2.8% | | (0.4) | | | | | | | |
| Demand based customer usage/load – Weather normalized demand-based MW sales for large commercial and industrial customers excluding retail transmission customers increased 1.8% | | 1.1 | | | | | | | |
| Weather – Milder weather in 2021; cooling degree days were 2.6% lower in 2021 | | (0.2) | | | | | | | |
| Rate riders and other – Impacts of rate riders, including the CTC surcharge which ended in August 2020, energy efficiency rider, rate case expense rider and transmission cost recovery factor, which are offset in operating expense and depreciation and amortization | | (6.4) | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Net Change | | $ | 23.7 | | | | | | | |
The following tables summarize the primary drivers for operating expenses, depreciation and amortization, other income (deductions), interest charges, and income taxes:
| | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 | | | | | | |
| | | Change | | | | | | |
Operating expenses: | | (In millions) | | | | | | |
| | |
| Higher employee related, outside service expenses and vegetation management expenses | | $ | 5.3 | | | | | | | |
| Higher property tax due to increased utility plant in service | | 3.2 | | | | | | | |
| Higher capitalization of administrative and general and other expenses due to higher construction expenditures | | (1.2) | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Higher amortization of rate case expenses offset in utility margin | | 0.2 | | | | | | | |
| Other | | 1.8 | | | | | | | |
| Net Change | | $ | 9.3 | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Depreciation and amortization: | | | | | | | | |
| | |
| Increased utility plant in service | | $ | 9.6 | | | | | | | |
| Decreased amortization of CTC offset in utility margin | | (7.0) | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Net Change | | $ | 2.6 | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Other income (deductions): | | | | | | | | |
| | |
| Lower equity AFUDC | | $ | (1.0) | | | | | | | |
| Lower CIAC | | (0.4) | | | | | | | |
| | | | | | | | | |
| Net Change | | $ | (1.4) | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Interest charges: | | | | | | | | |
| | |
| Issuance of $185.0 million of first mortgage bonds in 2020 | | $ | (2.4) | | | | | | | |
| Issuance of $65.0 million first mortgage bonds in 2021 | | (0.6) | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Other | | (0.3) | | | | | | | |
| Net Change | | $ | (3.3) | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 | | | | | | |
| | | Change | | | | | | |
Income (taxes) benefits: | | (In millions) | | | | | | |
| | | | | | | | |
| | |
| Higher segment earnings before income taxes | | $ | (1.4) | | | | | | | |
| | | | | | | | | |
| Other | | (0.2) | | | | | | | |
| Net Change | | $ | (1.6) | | | | | | | |
Corporate and Other
The table below summarizes the operating results for Corporate and Other:
| | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | Change | | |
| | 2021 | | 2020 | | | | 2021/2020 | | |
| | (In millions) | | |
| Total revenues | $ | — | | | $ | — | | | | | $ | — | | | |
| Cost of energy | — | | | — | | | | | — | | | |
| Utility margin | — | | | — | | | | | — | | | |
| Operating expenses | (9.8) | | | (4.4) | | | | | (5.4) | | | |
| Depreciation and amortization | 23.3 | | | 22.5 | | | | | 0.8 | | | |
| Operating income (loss) | (13.5) | | | (18.1) | | | | | 4.6 | | | |
| | | | | | | | | |
| Other income (deductions) | (0.7) | | | (1.4) | | | | | 0.7 | | | |
| Interest charges | (11.8) | | | (19.4) | | | | | 7.6 | | | |
| Segment earnings (loss) before income taxes | (25.9) | | | (38.8) | | | | | 12.9 | | | |
| Income (taxes) benefit | 2.3 | | | 7.5 | | | | | (5.2) | | | |
| Segment earnings (loss) | $ | (23.6) | | | $ | (31.3) | | | | | $ | 7.7 | | | |
Corporate and Other operating expenses shown above are net of amounts allocated to PNM and TNMP under shared services agreements. The amounts allocated include certain expenses shown as depreciation and amortization and other income (deductions) in the table above. The change in operating expenses includes a decrease of $4.7 million in costs related to the Merger that were not allocated to PNM or TNMP. Substantially all depreciation and amortization expense is offset in operating expenses as a result of allocation of these costs to other business segments.
Operating results – 2021 compared to 2020
The following tables summarize the primary drivers for other income (deductions), interest charges, and income taxes:
| | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 | | | | | | |
| | | Change | | | | | | |
Other income (deductions): | | (In millions) | | | | | | |
| | |
| | | | | | | | | |
| Decrease in donations and other contributions | | $ | 0.4 | | | | | | | |
| | | | | | | | | |
| Other | | 0.3 | | | | | | | |
| Net Change | | $ | 0.7 | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | |
Interest charges: | | | | | | | | |
| | |
| Higher interest on term loans | | $ | (3.0) | | | | | | | |
| Repayment of PNMR 2018 SUNs in March 2021 | | 8.5 | | | | | | | |
| Lower interest on short term borrowings | | 2.1 | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Net Change | | $ | 7.6 | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, 2021 | | | | | | |
| | | Change | | | | | | |
Income (taxes) benefits: | | (In millions) | | | | | | |
| | | | | | | | |
| | |
| Lower segment loss before income taxes | | $ | (3.3) | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Higher state income tax effective rate | | (1.6) | | | | | | | |
| Tax credit impairment | | (1.0) | | | | | | | |
| Higher investment tax credit amortization | | 0.4 | | | | | | | |
| Lower non-deductible merger related costs | | 0.3 | | | | | | | |
| Net Change | | $ | (5.2) | | | | | | | |
LIQUIDITY AND CAPITAL RESOURCES
Statements of Cash Flows
The information concerning PNMR’s cash flows is summarized as follows:
| | | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, | | | | Change | | |
| | 2021 | | 2020 | | | | 2021/2020 | | |
| Net cash flows from: | (In millions) |
|
| Operating activities | $ | 547.9 | | | $ | 485.7 | | | | | $ | 62.2 | | | |
| Investing activities | (952.3) | | | (733.8) | | | | | (218.5) | | | |
| Financing activities | 357.6 | | | 292.2 | | | | | 65.4 | | | |
| Net change in cash and cash equivalents | $ | (46.8) | | | $ | 44.1 | | | | | $ | (90.9) | | | |
Cash Flows from Operating Activities
Changes in PNMR’s cash flow from operating activities result from net earnings, adjusted for items impacting earnings that do not provide or use cash. See Results of Operations above. Certain changes in assets and liabilities resulting from normal operations, including the effects of the seasonal nature of the Company’s operations, also impact operating cash flows.
Cash Flows from Investing Activities
The changes in PNMR’s cash flows from investing activities relate primarily to changes in utility plant additions. Cash flows from investing activities also include activity related to the purchase of the Western Spirit Line, Four Corners Purchase and Sale Agreement, and NMRD. Major components of PNMR’s cash inflows and (outflows) from investing activities are shown below:
| | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, | | | | Change | | |
| 2021 | | 2020 | | | | 2021/2020 | | |
| Cash (Outflows) for Utility Plant Additions | (In millions) | | |
| PNM: | | | | | | | | | |
| Generation | $ | (53.3) | | | $ | (35.0) | | | | | $ | (18.3) | | | |
| | | | | | | | | |
| Transmission and distribution | (527.4) | | | (276.1) | | | | | (251.3) | | | |
| Nuclear fuel | (21.5) | | | (24.0) | | | | | 2.5 | | | |
| (602.2) | | | (335.1) | | | | | (267.1) | | | |
| TNMP: | | | | | | | | | |
| Transmission | (128.2) | | | (122.9) | | | | | (5.3) | | | |
| Distribution | (183.7) | | | (198.6) | | | | | 14.9 | | | |
| (311.9) | | | (321.5) | | | | | 9.6 | | | |
| Corporate and Other: | | | | | | | | | |
| Computer hardware and software | (20.9) | | | (22.4) | | | | | 1.5 | | | |
| (935.0) | | | (679.0) | | | | | (256.0) | | | |
| Other Cash Flows from Investing Activities | | | | | | | | | |
| Proceeds from sales of investment securities | 459.9 | | | 591.0 | | | | | (131.1) | | | |
| Purchases of investment securities | (477.7) | | | (607.6) | | | | | 129.9 | | | |
| Investments in NMRD | — | | | (23.3) | | | | | 23.3 | | | |
| Distributions from NMRD | 0.6 | | | — | | | | | 0.6 | | | |
| Other, net | (0.1) | | | (14.9) | | | | | 14.8 | | | |
| (17.3) | | | (54.8) | | | | | 37.5 | | | |
| Net cash flows from investing activities | $ | (952.3) | | | $ | (733.8) | | | | | $ | (218.5) | | | |
Cash Flow from Financing Activities
The changes in PNMR’s cash flows from financing activities include:
•Short-term borrowings increased $30.7 million in 2021 compared to a decrease of $153.1 million in 2020, resulting in a net increase in cash flows from financing activities of $183.8 million in 2021
•In 2021, PNMR had net amounts received under transmission interconnection arrangements of $70.4 million compared to $5.5 million in 2020
•In 2020, PNM borrowed $250.0 million under the PNM 2020 Term Loan and used the proceeds to repay the PNM 2019 $250.0 million Term Loan
•In 2020, PNM issued $200.0 million of PNM 2020 SUNs and used $100.0 million of proceeds to pay $100.0 million of the PNM 2020 Term Loan. The remaining $100.0 million of proceeds from the PNM 2020 SUNs were used to repay borrowings on the PNM Revolving Credit Facility and for other corporate purposes.
•In 2020, PNM prepaid without penalty the remaining $150.0 million balance of the PNM 2020 Term Loan
•In 2020, PNM purchased PCRBs totaling $100.3 million that were subject to mandatory tender on June 1, 2020, utilizing borrowings under the PNM Revolving Credit Facility. On July 1, 2020, these bonds were remarketed to investors in the weekly mode. On October 1, 2021, PNM converted these bonds to a fixed rate and remarketed them to new investors.
•In 2020, PNM notified bondholders that it was calling PCRBs aggregating $302.5 million, purchased the bonds in lieu of redemption, and remarketed them to new investors
•In 2020, TNMP issued $185.0 million of TNMP 2020 Bonds and used the proceeds to reduce short-term debt and for other corporate purposes
•In 2020, PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share, aggregating net proceeds of $283.1 million
•In 2020, PNMR borrowed $150.0 million under the PNMR 2020 Term Loan and used the proceeds to repay the $50.0 million PNMR 2018 Two-Year Term Loan and for other corporate purposes
•In 2020, PNMR executed a $300.0 million delayed-draw term loan (the “PNMR 2020 Delayed-Draw Term Loan”) and drew $80.0 million under its terms
•In 2020, the PNMR Development Term Loan was amended to reduce the balance by $25.0 million
•In 2021, PNMR borrowed the remaining $220.0 million under the PNMR 2020 Delayed-Draw Term Loan and repaid $300.0 million SUNs
•In 2021, PNMR borrowed $900.0 million under the PNMR 2021 Delayed-Draw Term Loan and repaid the $150.0 million PNMR 2019 Term Loan, the $300.0 million PNMR 2020 Delayed-Draw Term Loan, the $150.0 million PNMR 2020 Term Loan, $92.1 million in borrowings under the PNMR Revolving Credit Facility, $40.0 million in borrowings under the PNMR Development Revolving Credit Facility, and the $65.0 million PNMR Development Term Loan
•In 2021, PNM entered into a $75.0 million term loan and used the funds to repay the PNM 2019 $40.0 million Term Loan and for other corporate purposes
•In 2021, PNM issued $160.0 million of PNM 2021 SUNs and used the proceeds to repay $160.0 million of PNM’s 5.35% SUNs that were due October 2021
•In 2021, PNM remarketed $146.0 million of outstanding PCRBs to new investors
•In 2021, PNM issued $150.0 million aggregate principal amount of PNM September 2021 SUNs and used the proceeds to partially fund the purchase of the Western Spirit Line
•In 2021, TNMP issued $65.0 million aggregate principal amount of TNMP 2021 Bonds and used the proceeds to repay existing debt and for other corporate purposes
Financing Activities
See Note 7 for additional information concerning the Company’s financing activities. PNM must obtain NMPRC approval for any financing transaction having a maturity of more than 18 months. In addition, PNM files its annual informational financing filing and short-term financing plan with the NMPRC. The Company’s ability to access the credit and capital markets at a reasonable cost is largely dependent upon its:
•Ability to earn a fair return on equity
•Results of operations
•Ability to obtain required regulatory approvals
•Conditions in the financial markets
•Credit ratings
The Company is closely monitoring developments and is taking steps to mitigate the potential risks related to COVID-19. The Company currently believes it has adequate liquidity but cannot predict the extent or duration of the outbreak, its effects on the global, national or local economy, including the Company's ability to access capital in the financial markets, or on the Company's financial position, results of operations, and cash flows.
Each of the Company’s revolving credit facilities and term loans contain a single financial covenant that requires the maintenance of a debt-to-capitalization ratio. For the PNMR agreements, this ratio must be maintained at less than or equal to 70%, and for the PNM and TNMP agreements, this ratio must be maintained at less than or equal to 65%. The Company’s revolving credit facilities, term loans, and other debt agreements generally also contain customary covenants, events of default, cross-default provisions, and change-of-control provisions. The Company is in compliance with its debt covenants.
In August 2020, PNMR entered into the WFB LOC Facility aggregating $30.3 million that was issued to facilitate the posting of reclamation bonds currently held by WSJ LLC (who assumed all the obligations of SJCC post-bankruptcy). The reclamation bonds were required to be posted in connection with permits relating to the operation of the San Juan mine. See Note 16.
As discussed in Note 7, at December 31, 2020, PNMR Development had $10.0 million outstanding under the PNMR Development Revolving Credit Facility that was expected to mature on February 23, 2021. On February 22, 2021, PNMR Development extended the facility to January 31, 2022 but ultimately decided to terminate it on May 18, 2021 as discussed below.
On December 31, 2020, PNMR had $300.0 million aggregate principal amount of 3.25% SUNs outstanding (the “PNMR 2018 SUNs”), which were set to mature on March 9, 2021. On December 22, 2020, PNMR entered into the $300.0 million PNMR 2020 Delayed-Draw Term Loan that was set to mature in January 2022 and drew $80.0 million to refinance existing indebtedness and for other corporate purposes. On March 9, 2021, PNMR utilized the remaining $220.0 million of capacity under the PNMR 2020 Delayed-Draw Term Loan to repay an equivalent amount of the PNMR 2018 SUNs. The remaining $80.0 million repayment of the PNMR 2018 SUNs was funded through borrowings under the PNMR Revolving Credit Facility.
On May 18, 2021, PNMR entered into a $1.0 billion delayed-draw term loan agreement (the “PNMR 2021 Delayed-Draw Term Loan”), among PNMR, the lenders party thereto, and Wells Fargo Bank, N. A., as administrative agent. Initially PNMR drew $850.0 million to repay and terminate existing indebtedness, including the $150.0 million PNMR 2019 Term Loan, the $300.0 million PNMR 2020 Delayed-Draw Term Loan, the $150.0 million PNMR 2020 Term Loan, the $65.0 million PNMR Development Term Loan, and $40.0 million in borrowings under the PNMR Development Revolving Credit Facility. Additionally, PNMR repaid the $92.1 million in borrowings under the PNMR Revolving Credit Facility. On December 2, 2021, PNMR drew an additional $50.0 million under the PNMR 2021 Delayed-Draw Term Loan. Draws on the PNMR 2021 Delayed-Draw Term Loan bear interest at a variable rate, which was 0.95% at December 31, 2021, and mature on May 18, 2023. On January 24, 2022, PNMR drew the remaining $100.0 million available under the PNMR 2021 Delayed-Draw Term Loan.
On June 18, 2021, PNM entered into a $75.0 million term loan (the “PNM 2021 Term Loan”) between PNM and Bank of America, N.A., as lender. The PNM 2021 Term Loan was used to repay the PNM 2019 $40.0 million Term Loan and for other corporate purposes. The PNM 2021 Term Loan bears interest at a variable rate, which was 0.93% at December 31, 2021 and matures on December 18, 2022.
On July 14, 2021, PNM entered into an agreement (the “PNM 2021 Note Purchase Agreement”) with institutional investors for the sale and issuance of $160.0 million aggregate principal amount of two series of senior unsecured notes (the “PNM 2021 SUNs”) offered in private placement transactions. The PNM 2021 SUNs were issued on July 14, 2021. PNM issued $80.0 million of the PNM 2021 SUNs at 2.59%, due July 15, 2033, and another $80.0 million at 3.14%, due July 15, 2041. Proceeds from the PNM 2021 SUNs were used to repay the total amount of $160.0 million of PNM's 5.35% SUNs, at par, earlier than their scheduled maturity of October 1, 2021. The PNM 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM 2021 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM 2021 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
On July 14, 2021, TNMP entered into an agreement (the “TNMP 2021 Bond Purchase Agreement”) with institutional investors for the sale of $65.0 million aggregate principal amount of one series of TNMP first mortgage bonds (the “TNMP 2021 Bonds”) offered in private placement transactions. On August 16, 2021, TNMP issued all $65.0 million of the TNMP 2021 Bonds at 2.44% with a maturity of August 15, 2035 and used the proceeds to repay existing debt and for other corporate purposes. The TNMP 2021 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in the supplemental indenture governing the TNMP 2021 Bonds. The terms of the supplemental indenture governing the TNMP 2021 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2021 Bonds at par. However, the definition of change of control in the supplemental indenture governing the TNMP 2021 Bonds will not be triggered by the closing of the Merger. TNMP has the right to redeem any or all of the TNMP 2021 Bonds prior to their maturity, subject to payment of a customary make-whole premium.
On September 23, 2021, PNM entered into an agreement (the “PNM September 2021 Note Purchase Agreement”) with institutional investors for the sale and issuance of $150.0 million aggregate principal amount of two series of senior unsecured notes (the “PNM September 2021 SUNs”) offered in private placement transactions. On December 2, 2021, PNM issued $50.0 million of the PNM September 2021 SUNs at 2.29%, due December 30, 2031, and another $100.0 million at 2.97%, due December 30, 2041. Proceeds from the PNM September 2021 SUNs were used for funding of capital expenditures, including the purchase of the Western Spirit Line, repayment of existing indebtedness, and for general corporate purposes. The PNM September 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM September 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM September 2021 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM September 2021 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
At December 31, 2020, PNM had $100.3 million of outstanding PNM Floating Rate PCRBs. The PNM Floating Rate PCRBs bore interest at rates that were reset weekly, giving investors the option to return the PCRBs for remarketing to new investors upon 7 days' notice. On October 1, 2021, PNM converted the PNM Floating Rate PCRBs to a fixed rate period and successfully remarketed them to new investors (“PNM 2021 Fixed Rate PCRBs”). The PNM 2021 Fixed Rate PCRBs now bear interest at 0.875% and are subject to mandatory tender on October 1, 2026.
At December 31, 2020, PNM had $146.0 million of outstanding PCRBs with a final maturity of April 1, 2033. These PCRBs were subject to mandatory tender on October 1, 2021 and were successfully remarketed to new investors on that date. The $146.0 million PCRBs bear interest at a fixed rate of 2.15% until their final maturity.
On October 20, 2020, the execution of the Merger Agreement constituted a “Change of Control” under certain PNMR, TNMP, and PNMR Development debt agreements. Under each of the specified debt agreements, a “Change of Control” constitutes an “Event of Default,” pursuant to which the lender parties thereto had the right to accelerate the indebtedness under the debt agreements.
On October 26, 2020, PNMR, TNMP and PNMR Development entered into amendment agreements with the lender parties thereto to amend the definition of “Change of Control” such that the entry into the Merger Agreement would not constitute a Change of Control and to waive the Event of Default arising from entry into the Merger Agreement. On September 15, 2021, PNMR and TNMP and the lender parties further amended the definition of “Change of Control” in the PNMR Revolving Credit Facility and the TNMP Revolving Credit Facility such that the closing of the Merger does not constitute a Change of Control under those facilities. The Change of Control provisions in the PNM debt agreements, PNM note purchase agreements, and TNMP 2021 Bond Purchase Agreement are not triggered by the closing of the Merger and did not require amendment.
The documents governing TNMP's aggregate $750.0 million of outstanding 2014 to 2020 First Mortgage Bonds (“TNMP FMBs”) obligated TNMP to offer, within 30 business days following the signing of the Merger Agreement, to prepay that $750.0 million of outstanding TNMP FMBs at 100% of the principal amount, plus accrued and unpaid interest thereon, but without any make-whole amount or other premium. TNMP made such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs, and none of the holders of the TNMP FMBs accepted TNMP’s offer. The documents governing the 2014 to 2020 TNMP FMBs require TNMP to make another offer, within 30 business days of closing of the Merger, to prepay all outstanding TNMP FMBs at par. TNMP will make such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs; however, holders of the TNMP FMBs are not required to tender their TNMP FMBs and may accept or reject such offer to prepay. As discussed above, the supplemental indenture that governs the TNMP 2021 Bonds excludes the Merger from the definition of Change of Control.
The TNMP FMBs are not registered under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements and applicable state laws. The information in this Annual Report on Form 10-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Similar to the offer to prepay made after signing the Merger Agreement, the post-Merger closing offer to prepay the TNMP FMBs will be made only pursuant to an offer to prepay, which will set forth the terms and conditions of the offer to prepay.
In 2017, PNMR entered into three separate four-year hedging agreements that effectively established fixed interest rates of 1.926%, 1.823%, and 1.629%, plus customary spreads over LIBOR for three separate tranches, each of $50.0 million, of its variable rate debt. On March 23, 2021, the 1.926% fixed interest rate hedge agreement expired according to its terms and the remaining agreements expired on May 23, 2021.
Capital Requirements
PNMR’s total capital requirements consist of construction expenditures, cash dividend requirements for PNMR common stock and PNM preferred stock. Key activities in PNMR’s current construction program include:
•Investments in transmission and distribution infrastructure
•Upgrading generation resources and delivering clean energy
•Purchasing nuclear fuel
Projected capital requirements for 2022-2026 are:
| | | | | | | | | | | | | | | | | |
| | 2022 | | 2023-2026 | | Total |
| | (In millions) |
| Construction expenditures | $ | 895.6 | | | $ | 3,295.9 | | | $ | 4,191.5 | |
| | | | | |
| Dividends on PNMR common stock | 119.3 | | | 477.2 | | | 596.5 | |
| Dividends on PNM preferred stock | 0.5 | | | 2.1 | | | 2.6 | |
Total capital requirements | $ | 1,015.4 | | | $ | 3,775.2 | | | $ | 4,790.6 | |
The construction expenditure estimates are under continuing review and subject to ongoing adjustment, as well as to Board review and approval. The construction expenditures above include expenditures for PNM’s capital initiative that includes investments in transmission and distribution infrastructure to deliver clean energy, enhance customer satisfaction, and increase grid resilience. Not included in the table above are incremental expenditures for new customer growth in New Mexico and Texas, and other transmission and renewable energy expansion in New Mexico. The ability of PNMR to pay dividends on its common stock is dependent upon the ability of PNM and TNMP to be able to pay dividends to PNMR. See Note 6 for a discussion of regulatory and contractual restrictions on the payment of dividends by PNM and TNMP.
During the year ended December 31, 2021, PNMR met its capital requirements and construction expenditures through cash generated from operations, as well as its liquidity arrangements and the borrowings discussed in Financing Activities above.
In addition to the capital requirements for construction expenditures and dividends, the Company has long-term debt and term loans that must be paid or refinanced at maturity. PNM has $104.5 million of PCRBs that must be refinanced or repriced in June 2022 and the PNM 2021 $75.0 million Term Loan which matures in December 2022. See Note 7 for additional information about the Company’s long-term debt and equity arrangements. Funds received from the issuance of approximately 6.2 million shares of PNMR common stock in December 2020 under the PNMR 2020 Forward Equity Sale Agreements were used to repay existing indebtedness and for other corporate purposes. The Company may also enter into new arrangements similar to the existing agreements, borrow under the revolving credit facilities, or issue new long-term debt or equity in the public or private capital markets, or a combination of these sources. The Company has from time to time refinanced or repurchased portions of its outstanding debt before scheduled maturity. Depending on market conditions, the Company may refinance other debt issuances or make additional debt repurchases in the future.
Other Material Cash Requirements
In addition to the cash requirements for construction requirements and long-term debt discussed above, the Company has other material cash requirements related to long-term contractual obligations including minimum lease payments (Note 8), coal contracts, coal mine reclamation, nuclear decommissioning, SJGS plant decommissioning (Note 16), and pension and retiree medical contributions (Note 11).
Interest on long-term debt
Interest accrues on long-term debt agreements, at fixed rates, with the passage of time and is typically paid semi-annually in accordance with the terms of the debt agreement. Provided that long-term debt agreements are not prepaid or refinanced before their expected maturities, payments of interest are expected to total $85.0 million in 2022, $162.5 million in 2023 and 2024, $136.4 million in 2025 and 2026, and $545.6 million in 2027 and thereafter.
Transmission service arrangements
PNM owns transmission lines that are interconnected with other utilities in Arizona and Texas. PNM has executed long-term contracts with these other utilities to receive service for the transmission of energy owned by PNM utilizing the third-party transmission facilities. PNM generally receives transmission services, which are regulated by FERC, from a third-party through the other utilities’ OATT or a specific contract. PNM has reserved firm capacity on a long-term basis and is committed under the terms of the contracts. These contracted obligations total $16.8 million in 2022, $17.5 million in 2023 and 2024, $2.8 million in 2025 and 2026, and $2.6 million in 2027 and thereafter.
Technology outsourcing
The Company has other technology services under long-term contracts. The obligations under these contracts total $7.0 million in 2022, $8.5 million in 2023 and 2024, and $0.3 million in 2025 and 2026.
Liquidity
PNMR’s liquidity arrangements include the $300.0 million PNMR Revolving Credit Facility, the $400.0 million PNM Revolving Credit Facility, and the $75.0 million TNMP Revolving Credit Facility. The PNMR and PNM facilities currently expire in October 2023 but can be extended through October 2024, subject to approval by a majority of the lenders. The TNMP Revolving Credit Facility matures in September 2022 and contains two one-year extension options, subject to approval by a majority of the lenders. PNM also has the $40.0 million PNM 2017 New Mexico Credit Facility that expires in December 2022. The Company believes the terms and conditions of these facilities are consistent with those of other investment grade revolving credit facilities in the utility industry. Variable interest rates under these facilities are based on LIBOR but contain provisions which allow for the replacement of LIBOR with other widely accepted interest rates. The Company expects that it will be able to extend or replace these credit facilities under similar terms and conditions prior to their expirations.
The revolving credit facilities and the PNM 2017 New Mexico Credit Facility provide short-term borrowing capacity. The revolving credit facilities also allow letters of credit to be issued. Letters of credit reduce the available capacity under the facilities. The Company utilizes these credit facilities and cash flows from operations to provide funds for both construction and operational expenditures. The Company’s business is seasonal with more revenues and cash flows from operations being generated in the summer months. In general, the Company relies on the credit facilities to be the initial funding source for construction expenditures. Accordingly, borrowings under the facilities may increase over time. Depending on market and other conditions, the Company will periodically sell long-term debt and use the proceeds to reduce the borrowings under the credit facilities. Information regarding the range of borrowings for each facility is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | Year Ended December 31 | | | | |
| | December 31, 2021 | | 2021 | | 2020 | | |
| Range of Borrowings | | Low | | High | | Low | | High | | Low | | High | | | | |
| | (In millions) | | | | |
| PNM: | | | | | | | | | | | | | | | | |
PNM Revolving Credit Facility | | $ | — | | | $ | 40.0 | | | $ | — | | | $ | 40.0 | | | $ | — | | | $ | 147.9 | | | | | |
PNM 2017 New Mexico Credit Facility | | — | | | — | | | — | | | 10.0 | | | — | | | 40.0 | | | | | |
| | | | | | | | | | | | | | | | |
| TNMP Revolving Credit Facility | | — | | | 1.1 | | | — | | | 70.0 | | | — | | | 74.9 | | | | | |
| PNMR Revolving Credit Facility | | — | | | 54.9 | | | — | | | 134.5 | | | 10.0 | | | 203.5 | | | | | |
PNMR Development Revolving Credit Facility | | — | | | — | | | — | | | 40.0 | | | — | | | 17.0 | | | | | |
At December 31, 2021, the average interest rates were 1.61% for the PNMR Revolving Credit Facility, 1.35% for the PNM Revolving Credit Facility, and 0.85% for the TNMP Revolving Credit Facility. There were no borrowings outstanding under the PNM 2017 New Mexico Credit Facility at December 31, 2021.
The Company currently believes that its capital requirements for at least the next twelve months can be met through internal cash generation, existing, extended, or new credit arrangements, and access to public and private capital markets. The Company anticipates that it will be necessary to obtain additional long-term financing to fund its capital requirements and to balance its capital structure during the 2022 - 2026 period, including interim financing to fund construction of replacement resources prior to the issuance of the Securitized Bonds included in PNM’s SJGS Abandonment Application. This could include new debt and/or equity issuances. To cover the difference in the amounts and timing of internal cash generation and cash requirements, the Company intends to use short-term borrowings under its current and future liquidity arrangements or other short-term loans. However, if market conditions worsen, the Company may not be able to access the capital markets or renew credit facilities when they expire. Should that occur, the Company would seek to improve cash flows by reducing capital expenditures and exploring other available alternatives.
Currently, all of the credit ratings issued by both Moody’s and S&P on the Company’s debt are investment grade. On February 10, 2022, Moody’s downgraded TNMP’s issuer rating from A3 to Baa1 and changed the outlook from negative to stable. Investors are cautioned that a security rating is not a recommendation to buy, sell, or hold securities, that each rating is subject to revision or withdrawal at any time by the rating organization, and that each rating should be evaluated independently of any other rating.
As of February 18, 2022, ratings on the Company’s securities were as follows:
| | | | | | | | | | | | | | | | | |
| | PNMR | | PNM | | TNMP |
| S&P | | | | | |
| Issuer rating | BBB | | BBB | | BBB+ |
| Senior secured debt | * | | * | | A |
| Senior unsecured debt | BBB- | | BBB | | * |
| | | | | |
| Preferred stock | * | | BB+ | | * |
| Moody’s | | | | | |
| Issuer rating | Baa3 | | Baa2 | | Baa1 |
| Senior secured debt | * | | * | | A2 |
| Senior unsecured debt | Baa3 | | Baa2 | | * |
| | | | | |
| * Not applicable | | | | | |
Investors are cautioned that a security rating is not a recommendation to buy, sell, or hold securities, that each rating is subject to revision or withdrawal at any time by the rating organization, and that each rating should be evaluated independently of any other rating.
A summary of liquidity arrangements as of February 18, 2022, is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | |
| PNM | | TNMP | | PNMR
Separate | | | | PNMR
Consolidated |
| (In millions) |
Financing capacity: | | | | | | | | | |
| Revolving Credit Facility | $ | 400.0 | | | $ | 75.0 | | | $ | 300.0 | | | | | $ | 775.0 | |
| PNM 2017 New Mexico Credit Facility | 40.0 | | | — | | | — | | | | | 40.0 | |
| | | | | | | | | |
| Total financing capacity | $ | 440.0 | | | $ | 75.0 | | | $ | 300.0 | | | | | $ | 815.0 | |
| Amounts outstanding as of February 18, 2022: | | | | | | | | | |
| Revolving Credit Facility | $ | — | | | $ | 11.8 | | | $ | — | | | | | $ | 11.8 | |
| PNM 2017 New Mexico Credit Facility | — | | | — | | | — | | | | | — | |
| | | | | | | | | |
| Letters of credit | — | | | — | | | 3.4 | | | | | 3.4 | |
| Total short-term debt and letters of credit | — | | | 11.8 | | | 3.4 | | | | | 15.2 | |
| Remaining availability as of February 18, 2022 | $ | 440.0 | | | $ | 63.2 | | | $ | 296.6 | | | | | $ | 799.8 | |
| Invested cash as of February 18, 2022 | $ | 1.0 | | | $ | — | | | $ | 0.9 | | | | | $ | 1.9 | |
In addition to the above, PNMR has $30.3 million of letters of credit outstanding under the WFB LOC Facility. The above table excludes intercompany debt. As of February 18, 2022, PNM had no intercompany borrowings and TNMP had $45.5 million of intercompany borrowings from PNMR. PNMR Development had no intercompany borrowings from PNMR and PNMR had $6.3 million in intercompany borrowing from PNMR Development. The remaining availability under the revolving credit facilities at any point in time varies based on a number of factors, including the timing of collections of accounts receivables and payments for construction and operating expenditures.
PNMR had an automatic shelf registration that provides for the issuance of various types of debt and equity securities that expired in March 2021. PNM has a shelf registration statement for up to $650.0 million of senior unsecured notes that expires in May 2023.
Off-Balance Sheet Arrangements
PNMR has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Contingent Provisions of Certain Obligations
PNMR, PNM, and TNMP have a number of debt obligations and other contractual commitments that contain contingent provisions. Some of these, if triggered, could affect the liquidity of the Company. In the unlikely event that the contingent requirements were to be triggered, PNMR, PNM, or TNMP could be required to provide security, immediately pay outstanding obligations, or be prevented from drawing on unused capacity under certain credit agreements. The most significant consequences resulting from these contingent requirements are detailed in the discussion below.
The PNMR Revolving Credit Facility, PNM Revolving Credit Facility, PNM 2017 New Mexico Credit Facility, and the TNMP Revolving Credit Facility contain “ratings triggers,” for pricing purposes only. If PNMR, PNM, or TNMP is downgraded or upgraded by the ratings agencies, the result would be an increase or decrease in interest cost. PNMR’s facilities require that PNMR is to maintain a debt-to-capitalization ratio of less than or equal to 70%. The debt-to-capitalization ratio requirement remains at less than or equal to 65% for the PNM and TNMP facilities. If these ratios were exceeded, the entity
could be required to repay all borrowings under its facility, be prevented from borrowing on the unused capacity under the facility and be required to provide collateral for all outstanding letters of credit issued under the facility.
If a contingent requirement were to be triggered under the PNM facilities resulting in an acceleration of the repayment of outstanding loans, a cross-default provision in the PVNGS leases could occur if the accelerated amount is not paid. If a cross-default provision is triggered, the PVNGS lessors have the ability to accelerate their rights under the leases, including acceleration of all future lease payments. The Company’s revolving credit facilities and term loan agreements also include cross-default provisions (Note 7).
PNM’s standard purchase agreement for the procurement of natural gas for its fuel needs contains a contingent requirement that could require PNM to provide collateral for its gas purchase obligations if the seller were to reasonably believe that PNM was unable to fulfill its payment obligations under the agreement.
The master agreement for the sale of electricity in the WSPP contains a contingent requirement that could require PNM to provide collateral if the credit ratings on its debt falls below investment grade. The WSPP agreement also contains a contingent requirement, commonly called a “material adverse change” provision, which could require PNM to provide collateral if a material adverse change in its financial condition or operations were to occur. Additionally, PNM utilizes standard derivative contracts to financially hedge and trade energy. These agreements contain contingent requirements that require PNM to provide security if the credit rating on its debt falls below investment grade. The Company believes its financing arrangements are sufficient to meet the requirements of the contingent provisions. No conditions have occurred that would result in any of the above contingent provisions being implemented.
Capital Structure
The capitalization tables below include the current maturities of long-term debt, but do not include short-term debt and do not include operating lease obligations as debt.
| | | | | | | | | | | |
| | December 31, |
| PNMR | 2021 | | 2020 |
| PNMR common equity | 36.9 | % | | 38.3 | % |
| Preferred stock of subsidiary | 0.2 | | | 0.2 | |
| Long-term debt | 62.9 | | | 61.5 | |
| Total capitalization | 100.0 | % | | 100.0 | % |
| PNM | | | |
| PNM common equity | 50.9 | % | | 51.4 | % |
| Preferred stock | 0.3 | | | 0.3 | |
| Long-term debt | 48.8 | | | 48.3 | |
| Total capitalization | 100.0 | % | | 100.0 | % |
| TNMP | | | |
| Common equity | 50.6 | % | | 49.2 | % |
| Long-term debt | 49.4 | | | 50.8 | |
| Total capitalization | 100.0 | % | | 100.0 | % |
OTHER ISSUES FACING THE COMPANY
Climate Change Issues
Background
For the past several years, management has identified multiple risks and opportunities related to climate change, including potential environmental regulation, technological innovation, and availability of fuel and water for operations, as among the most significant risks facing the Company. Accordingly, these risks are overseen by the Board in order to facilitate more integrated risk and strategy oversight and planning. Board oversight includes understanding the various challenges and opportunities presented by these risks, including the financial consequences that might result from enacted and potential federal and/or state regulation of GHG; plans to mitigate these risks; and the impacts these risks may have on the Company’s strategy. In addition, the Board approves certain procurements of environmental equipment, grid modernization technologies, and replacement resources.
Management is also responsible for assessing significant risks, developing and executing appropriate responses, and reporting to the Board on the status of risk activities. For example, management periodically updates the Board on the implementation of corporate environmental policy, and the Company’s environmental management systems, including the promotion of energy efficiency programs, and the use of renewable resources. The Board is also informed of the Company’s practices and procedures to assess the impacts of operations on the environment. The Board considers issues associated with climate change, the Company’s GHG exposures, and the financial consequences that might result from enacted and potential federal and/or state regulation of GHG. Management has published, with Board oversight, a Climate Change Report available
at http://www.pnmresources.com/about-us/sustainability-portal.aspx, that details the Company’s efforts to transition to an emissions-free generating portfolio by 2040.
As part of management’s continuing effort to monitor climate-related risks and assess opportunities, the Company has advanced its understanding of climate change by participating in the “2 Degree Scenario” planning by participating in the Electric Power Research Institute (“EPRI”) Understanding Climate Scenarios & Goal Setting Activities program. The program focused on characterizing and analyzing the relationship of individual electric utility company’s carbon emissions and global temperature goals. Activities include analyzing the scientific understanding of global emissions pathways that are consistent with limiting global warming and providing insight to assist companies in developing approaches to climate scenario planning. As PNM expands its sustainability efforts, EPRI’s program has also been useful in gaining a better understanding of the Task Force on Climate-Related Financial Disclosures’ (“TCFD”) recommendations for sustainability reporting. On November 19, 2019, TCFD announced the formation of the TCFD Advisory Group on Climate-Related Guidance. EPRI was invited to participate as one of seven members of the group that provides guidance on implementing scenario analysis at the utility company level and to assist in understanding how climate-related issues affect business strategies.
The Company cannot anticipate or predict the potential long-term effects of climate change or climate change related regulation on its results of operations, financial position, or cash flows.
Greenhouse Gas Emissions Exposures
In 2020, GHG associated with PNM’s interests in its fossil-fueled generating plants included approximately 5.4 million metric tons of CO2, which comprises the vast majority of PNM’s GHG.
As of December 31, 2021, approximately 56% of PNM’s generating capacity, including resources owned, leased, and under PPAs, all of which is located within the U.S., consisted of coal or gas-fired generation that produces GHG. This reflects the retirement of SJGS Units 2 and 3 that occurred in December 2017 and the restructuring of ownership in SJGS Unit 4. These events reduced PNM’s entitlement in SJGS from 783 MW to 562 MW and caused the Company’s output of GHG to decrease when compared to 2017. Many factors affect the amount of GHG emitted, including total electricity sales, plant performance, economic dispatch, and the availability of renewable resources. For example, wind generation performance from PNM’s largest single renewable energy resource, New Mexico Wind, varies each year as a result of highly seasonal wind patterns and annual wind resource variability. Similarly, if PVNGS experienced prolonged outages or if PNM’s entitlement from PVNGS were reduced, PNM might be required to utilize other power supply resources such as gas-fired generation, which could increase GHG.
PNM has several programs underway to reduce or offset GHG from its generation resource portfolio, thereby reducing its exposure to climate change regulation. As described in Note 16, PNM received approval for the December 31, 2017 shutdown of SJGS Units 2 and 3 as part of its strategy to address the regional haze requirements of the CAA. The shutdown of SJGS Units 2 and 3 resulted in a reduction of GHG for the entire station of approximately 54% for 2018, reflecting a reduction of 32% of GHG from the Company’s owned interests in SJGS, below 2005 levels. In 2020, PNM received authorization for a June 2022 abandonment of SJGS Units 1 and 4. In addition, PNM has filed the Four Corners Abandonment Application with the NMPRC for approval to sell its ownership interest in Four Corners by the end of 2024. On December 15, 2021, the NMPRC rejected the hearing examiner’s recommendations and issued an Order denying the requested abandonment and financing related to the Four Corners Abandonment application. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court and on January 21, 2022, PNM filed its Statement of Issues regarding the appeal. See additional discussion of the SJGS and Four Corners Abandonment in Note 17. Retiring PNM’s share of SJGS and exiting participation in Four Corners would further reduce PNM’s GHG as those two coal-fired stations represent approximately 86% of PNM’s 2020 GHG emissions from generation.
As of December 31, 2021, PNM owned or procured power under PPAs from 957 MW of capacity from renewable generation resources. This is comprised of 158 MW of PNM owned solar as well as wind, solar-PV, and geothermal facilities aggregating to 658 MW, 130 MW, and 11 MW. These agreements currently have expiration dates beginning in January 2035 and extending through June 2045. The NMPRC has approved PNM’s request to enter into additional PPAs for renewable energy for an additional 1,440 MW of energy from solar-PV facilities combined with 640 MW of battery storage agreements with an anticipated 100 MW expected to come online in 2022. The entire portfolio of replacement resources approved by the NMPRC in PNM’s SJGS Abandonment Application includes replacement of SJGS capacity with the procurement of 650 MW of solar PPAs combined with 300 MW of battery storage agreements and the PVNGS Leased Interest Abandonment Application for solar PPAs of 450 MW combined with 290 MW of battery storage agreements. In addition, the NMPRC issued an order that will allow PNM to service a data center for an additional 190 MW of solar PPA combined with 50 MW of battery storage and a 50 MW solar PPA expected to be operational in 2023. Approval of these renewable energy and battery resources should further reduce any exposure to GHG emissions risk. These estimates are subject to change due to underlying variables, including changes in PNM's generation portfolio, supplier's ability to meet contractual in-service dates and complex relationships between several factors. See additional discussion of these resources in Notes 16 and 17.
PNM also has a customer distributed solar generation program that represented 201.2 MW at December 31, 2021. PNM’s distributed solar programs will generate an estimated 402.4 GWh of emission-free solar energy available this year to offset PNM’s annual production from fossil-fueled electricity generation. PNM has offered its customers a comprehensive portfolio of energy efficiency and load management programs since 2007. PNM’s cumulative savings from these programs was approximately 5,924 GWh of electricity through 2021. Over the next 20 years, PNM projects energy efficiency and load management programs will provide the equivalent of approximately 9,500 GWh of electricity savings, which will avoid at least 1.0 million metric tons of CO2 based upon projected emissions from PNM’s system-wide resources. These estimates are subject to change because of the uncertainty of many of the underlying variables, including changes in PNM’s generation portfolio, demand for electricity, energy efficiency, and complex relationships between those variables.
Because of PNM’s dependence on fossil-fueled generation, legislation or regulation that imposes a limit or cost on GHG could impact the cost at which electricity is produced. While PNM expects to recover any such costs through rates, the timing and outcome of proceedings for cost recovery are uncertain. In addition, to the extent that any additional costs are recovered through rates, customers may reduce their usage, relocate facilities to other areas with lower energy costs, or take other actions that ultimately could adversely impact PNM.
Other Climate Change Risks
PNM’s generating stations are located in the arid southwest. Access to water for cooling for some of these facilities is critical to continued operations. Forecasts for the impacts of climate change on water supply in the southwest range from reduced precipitation to changes in the timing of precipitation. In either case, PNM’s generating facilities requiring water for cooling will need to mitigate the impacts of climate change through adaptive measures. Current measures employed by PNM generating stations such as air cooling, use of grey water, improved reservoir operations, and shortage sharing arrangements with other water users will continue to be important to sustain operations.
PNM’s service areas occasionally experience periodic high winds and severe thunderstorms. TNMP has operations in the Gulf Coast area of Texas, which experiences periodic hurricanes and other extreme weather conditions. In addition to potentially causing physical damage to Company-owned facilities, which disrupts the ability to transmit and/or distribute energy, weather and other events of nature can temporarily reduce customers’ usage and demand for energy. In addition, other events influenced by climate change, such as wildfires, could disrupt Company operations or result in third-party claims against the Company. PNM has enhanced its wildfire prevention efforts and maintains a wildfire mitigation plan.
EPA Regulation
In April 2007, the US Supreme Court held that EPA has the authority to regulate GHG under the CAA. This decision heightened the importance of this issue for the energy industry. In December 2009, EPA released its endangerment finding for GHG from new motor vehicles, stating that the atmospheric concentrations of six key greenhouse gases (CO2, methane, nitrous oxides, hydrofluorocarbons, perfluorocarbons, and sulfur hexafluoride) endanger the public health and welfare of current and future generations. In May 2010, EPA released the final Prevention of Significant Deterioration (“PSD”) and Title V Greenhouse Gas Tailoring Rule to address GHG from stationary sources under the CAA permitting programs. The purpose of the rule was to “tailor” the applicability of two programs, the PSD construction permit and Title V operating permit programs, to avoid impacting millions of small GHG emitters. On June 23, 2014, the US Supreme Court found EPA lacked authority to “tailor” the CAA’s unambiguous numerical thresholds of 100 or 250 tons per year, and thus held EPA may not require a source to obtain a PSD permit solely on the basis of its potential GHG. However, the court upheld EPA’s authority to apply the PSD program for GHG to “anyway” sources - those sources that are required to comply with the PSD program for other non-GHG pollutants.
On June 25, 2013, then President Obama announced his Climate Action Plan, which outlined how his administration planned to cut GHG in the U.S., prepare the country for the impacts of climate change, and lead international efforts to combat and prepare for global warming. The plan proposed actions that would lead to the reduction of GHG by 17% below 2005 levels by 2020.
On August 3, 2015, EPA responded to the Climate Action Plan by issuing (1) the Carbon Pollution Standards for new, modified, and reconstructed power plants (under Section 111(b)); and (2) the Clean Power Plan for existing power plants (under Section 111(d)).
EPA’s Carbon Pollution Standards for new sources (those constructed after January 8, 2014) established separate standards for gas and coal-fired units deemed achievable through the application of what EPA determined to be the BSER demonstrated for each type of unit efficient natural gas combined cycle technology for gas units, and partial carbon capture and sequestration for coal units. The Clean Power Plan established numeric “emission standards” for existing electric generating units based on emission reduction opportunities that EPA deemed achievable using technical assumptions for three “building blocks”: efficiency improvements at coal-fired EGUs, displacement of affected EGUs with renewable energy, and displacement of coal-fired generation with natural gas-fired generation.
Multiple states, utilities, and trade groups filed petitions for review in the DC Circuit to challenge both the Carbon Pollution Standards for new sources and the Clean Power Plan for existing sources in separate cases, and the challenges successfully petitioned the US Supreme Court for a stay of the Clean Power Plan. However, before the DC Circuit could issue an opinion regarding either the Carbon Pollution Standards or the Clean Power Plan, President Trump took office and his administration asked the court to hold both cases in abeyance while the rules were re-evaluated, which the court granted.
On June 19, 2019, EPA repealed the Clean Power Plan, promulgated the ACE Rule, and revised the implementing regulations for all emission guidelines issued under CAA Section 111(d). EPA set the BSER for existing coal-fired power plants as heat rate efficiency improvements based on a range of “candidate technologies” to be applied inside the fence-line of an individual facility. The ACE Rule was also challenged and, on January 19, 2021, the DC Circuit issued an opinion in American Lung Association and American Public Health Association v. EPA, et al. finding that EPA misinterpreted the CAA when it determined that the language of section 111 unambiguously barred consideration of emissions reductions options that were not applied at the source. As a result, the court vacated the ACE Rule and remanded the record to EPA for further consideration consistent with the court’s opinion. While the D.C. Circuit rejected the ACE Rule, it did not reinstate the Clean Power Plan. EPA filed a motion seeking a partial stay of the mandate as to the repeal of the Clean Power Plan, to ensure the court’s order will not render effective the now out-of-date Clean Power Plan. On February 22, 2021, the DC Circuit granted EPA’s motion, indicating that it would withhold issuance of the mandate with respect to the repeal of the Clean Power Plan until EPA responds to the court’s remand in a new rulemaking action. EPA has indicated it is developing a proposed rule under CAA Section 111(d) to establish guidelines for CO2 emissions from existing EGUs. EPA expects to publish the draft rule in the summer of 2022. On October 29, 2021, the US Supreme Court granted four petitions for certiorari seeking review of the DC Circuit’s decision vacating the ACE Rule and the repeal of the Clean Power Plan. Oral arguments in the US Supreme Court were held on February 28, 2022. A decision is expected in June 2022. The US Supreme Court’s decision will rule on the extent of EPA’s authority under CAA Section 111(d) to regulate GHGs from existing fossil-fueled EGUs.
The litigation over the Carbon Pollution Standards remains held in abeyance, but could be reactivated by the parties upon a determination by the court that the Biden Administration is unlikely to finalize the revisions proposed in 2018 and that reconsideration of the rule has concluded.
On January 20, 2021, President Biden signed an executive order “Protecting Public Health and the Environment and Restoring Science to Tackle the Climate Crisis,” which instructs agency heads to review all Trump Administration actions for inconsistency with the Biden Administration’s policy “to listen to the science; to improve public health and protect our environment; to ensure access to clean air and water; to limit exposure to dangerous chemicals and pesticides; to hold polluters accountable, including those who disproportionately harm communities of color and low-income communities; to reduce greenhouse gas emissions; to bolster resilience to the impacts of climate change; to restore and expand our national treasures and monuments; and to prioritize both environmental justice and the creation of the well-paying union jobs necessary to deliver on these goals.” Agency heads were directed to consider suspending, revising or rescinding any action that is inconsistent with the stated policy. Within 30 days of the executive order, agency heads submitted to OMB a preliminary list of those actions being considered for suspension, revision or rescission that would be completed by December 31, 2021, and would be subject to OMB review. Within 90 days of the executive order, agency heads submitted to OMB an updated list of such actions that would be completed by December 31, 2025. EPA is reconsidering the ACE Rule pursuant to this executive order.
Federal Legislation
President Biden has indicated that climate change is a top priority for his administration. A number of legislative proposals to address climate change are already being considered in the Democratic-led U.S. House of Representatives, but the thin majority held by the Democrats in the Senate may make enactment of new laws to address climate change difficult. On April 22, 2021, at the Earth Day Summit, as part of the U.S.’s re-entry into the Paris Agreement, President Biden unveiled the goal to cut U.S. emissions by 50% - 52% from 2005 levels by 2030, nearly double the GHG emissions reduction target set by the Obama Administration. The 2030 goal joins President Biden’s other climate goals which include a carbon pollution-free power sector by 2035 and a net-zero emissions economy by no later than 2050.
State and Regional Activity
Pursuant to New Mexico law, each utility must submit an IRP to the NMPRC every three years to evaluate renewable energy, energy efficiency, load management, distributed generation, and conventional supply-side resources on a consistent and comparable basis. The IRP is required to take into consideration risk and uncertainty of fuel supply, price volatility, and costs of anticipated environmental regulations when evaluating resource options to meet supply needs of the utility’s customers. The NMPRC requires that New Mexico utilities factor a standardized cost of carbon emissions into their IRPs using prices ranging between $8 and $40 per metric ton of CO2 emitted and escalating these costs by 2.5% per year. Under the NMPRC order, each utility must analyze these standardized prices as projected operating costs. Reflecting the evolving nature of this issue, the NMPRC order states that these prices may be changed in the future to account for additional information or changed circumstances. Although these prices may not reflect the costs that ultimately will be incurred, PNM is required to use these prices for purposes of its IRP. In its 2020 filing for Four Corners Abandonment, PNM analyzed resource portfolio plans for scenarios that assumed Four Corners will operate through 2031 and for scenarios that assumed PNM will exit Four Corners at
the end of 2024. The key findings of the analysis include that exiting Four Corners in 2024 would provide long-term economic benefits to PNM’s customers. See Note 17.
The ETA was signed into New Mexico state law and became effective on June 14, 2019. The ETA, among other things, requires that investor-owned utilities obtain specified percentages of their energy from renewable and carbon-free resources. Prior to the enactment of the ETA, the REA established a mandatory RPS requiring utilities to acquire a renewable energy portfolio equal to 10% of retail electric sales by 2011, 15% by 2015, and 20% by 2020. The ETA amends the REA and requires utilities operating in New Mexico to have renewable portfolios equal to 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. Under the ETA provisions, PNM will also be required to meet a generation emission standard of no more than 400 lbs. of CO2 per MWh beginning in 2023 and not more than 200 lbs. per MWh beginning in 2032. PNM takes this requirement into account in its resource planning, and it is expected that the standards will be met with the approved resource retirements and replacements. The ETA provides for a transition from coal-fired generating resources to carbon-free resources by allowing investor-owned utilities to issue securitized bonds, or “energy transition bonds,” related to the retirement of coal-fired generating facilities to qualified investors. Proceeds from the energy transition bonds must be used only for purposes related to providing utility service to customers and to pay “energy transition costs” (as defined by the ETA). These costs may include coal mine reclamation, plant decommissioning, and other costs that have not yet been charged to customers or disallowed by the NMPRC or by a court order. Proceeds provided by energy transition bonds may also be used to pay for severances for employees of the retired coal-fired generating facility and related coal mine, as well as to pay for job training, education, and economic development. Energy transition bonds must be issued under a NMPRC financing order and are paid by a non-bypassable charge paid by all customers of the issuing utility. The ETA also amends sections of the REA to allow for the recovery of undepreciated investments and decommissioning costs related to qualifying EGUs that the NMPRC has required be removed from retail jurisdictional rates, provided replacement resources to be included in retail rates have lower or zero-carbon emissions. The ETA requires the NMPRC to prioritize replacement resources in a manner intended to mitigate the economic impact to communities affected by these plant retirements. See additional discussion of the ETA in Note 16. PNM expects the ETA will have a significant impact on PNM’s future generation portfolio. In February 2020, the hearing examiners assigned to the SJGS abandonment and financing proceedings issued recommended decisions recommending approval of PNM’s abandonment application and for the issuance of Securitized Bonds consistent with the requirements of the ETA. On April 1, 2020, the NMPRC approved the hearing examiners’ recommendation to approve PNM’s application to retire its share of SJGS in 2022 and for the issuance of Securitized Bonds. PNM has also requested approval of energy transition bonds for the Four Corners Abandonment costs of that transition away from coal-fired generation. On December 15, 2021, the NMPRC denied approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. PNM cannot predict the full impact of the ETA or the outcome of the NM Supreme Court decision with respect to the abandonment of Four Corners. See additional discussion of PNM’s SJGS and Four Corners Abandonment Applications in Note 17.
International Accords
The United Nations Framework Convention on Climate Change (“UNFCCC”) is an international environmental treaty that was negotiated at the 1992 United Nations Conference on Environment and Development (informally known as the Earth Summit) and entered into force in March 1994. The objective of the treaty is to “stabilize greenhouse gas concentrations in the atmosphere at a level that would prevent dangerous anthropogenic interference with the climate system.” Parties to the UNFCCC, including the U.S., have been meeting annually in Conferences of the Parties (“COP”) to assess progress in meeting the objectives of the UNFCCC.
On December 12, 2015, the Paris Agreement was finalized during the 2015 COP. The aim of the Paris Agreement is to limit global temperature rise to two degrees Celsius above pre-industrial levels. The agreement, which was agreed to by approximately 200 parties, requires that countries submit INDCs. INDCs reflect national targets and actions that arise out of national policies and elements relating to oversight, guidance and coordination of actions to reduce emissions by all countries. In November 2014, then President Obama announced the United States’ commitment to reduce GHG, on an economy-wide basis, by 26%-28% from 2005 levels by the year 2025. The U.S. INDC was part of an overall effort by the former administration to have the U.S. achieve economy-wide reductions of around 80% by 2050. The former administration’s GHG reduction target for the electric utility industry was a key element of its INDC and was based on EPA’s GHG regulations for new, existing, and modified and reconstructed sources at that time. Thresholds for the number of countries necessary to ratify or accede to the Paris Agreement and total global GHG percentage were achieved on October 5, 2016 and the Paris Agreement entered into force on November 4, 2016. On June 1, 2017, President Trump announced that the U.S. would withdraw from the Paris Agreement. As a result of the President’s notice to the United Nations, the U.S. officially withdrew from the Paris Agreement on November 4, 2020. On January 20, 2021, President Biden signed an instrument that will allow the United States to rejoin the Paris Agreement on Climate Change. The instrument was deposited with the United Nations on January 21, 2021, and the United States officially became a party to the Agreement on February 19, 2021.
PNM has calculated GHG reductions that would result from scenarios that assume PNM’s scheduled retirement of its share of the SJGS in 2022 and would exit from Four Corners in either 2024 or 2031 and PNM has set a goal to have a 100% emissions-free generating portfolio by 2040. While the Company has not conducted an independent 2 Degree Scenario analysis, our commitment to becoming 100% emissions-free by 2040 produces a carbon emissions reduction pathway that tracks within the ranges of climate scenario pathways that are consistent with limiting the global warming average to less than 2
degrees Celsius. In addition, as an investor-owned utility operating in the state of New Mexico, PNM is required to comply with the recently enacted ETA, which requires utilities’ generating portfolio be 100% carbon-free by 2045. The requirements of the ETA and the Company’s goal compare favorably to the U.S. NDC of 50% to 52% carbon emissions reduction by 2030 and the Biden Administration’s goal of net-zero carbon emissions economy-wide by 2050. On April 1, 2020, the NMPRC approved PNM’s application to retire its share of SJGS in 2022. PNM filed for abandonment of Four Corners on January 8, 2021. See Note 17.
PNM will continue to monitor the United States’ participation in the Paris Agreement and other parties’ involvement in these types of international accords, but the potential impact that such accords may have on the Company cannot be determined at this time.
Assessment of Legislative/Regulatory Impacts
The Company has assessed, and continues to assess, the impacts of climate change legislation and regulation on its business. This assessment is ongoing and future changes arising out of the legislative or regulatory process could impact the assessment significantly. PNM’s assessment includes assumptions regarding specific GHG limits; the timing of implementation of these limits; the possibility of a market-based trading program, including the associated costs and the availability of emission credits or allowances; the development of emission reduction and/or renewable energy technologies; and provisions for cost containment. Moreover, the assessment assumes various market reactions such as the price of coal and gas and regional plant economics. These assumptions are, at best, preliminary and speculative. However, based upon these assumptions, the enactment of climate change legislation or regulation could, among other things, result in significant compliance costs, including large capital expenditures by PNM, and could jeopardize the economic viability of certain generating facilities. See Notes 16 and 17. While PNM currently expects the retirement of SJGS in 2022 will provide savings to customers, the ultimate consequences of climate change and environmental regulation could lead to increased costs to customers and affect results of operations, cash flows, and financial condition if the incurred costs are not fully recovered through regulated rates. Higher rates could also contribute to reduced usage of electricity. PNM’s assessment process is evolving and is too speculative at this time for a meaningful prediction of the long-term financial impact.
Transmission Issues
At any given time, FERC has various notices of inquiry and rulemaking dockets related to transmission issues pending. Such actions may lead to changes in FERC administrative rules or ratemaking policy but have no time frame in which action must be taken or a docket closed with no further action. Further, such notices and rulemaking dockets do not apply strictly to PNM but will have industry-wide effects in that they will apply to all FERC-regulated entities. PNM monitors and often submits comments taking a position in such notices and rulemaking dockets or may join in larger group responses. PNM often cannot determine the full impact of a proposed rule and policy change until the final determination is made by FERC and PNM is unable to predict the outcome of these matters.
Financial Reform Legislation
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Reform Act”), enacted in July 2010, includes provisions that will require certain over-the-counter derivatives, or swaps, to be centrally cleared and executed through an exchange or other approved trading facility. It also includes provisions related to swap transaction reporting and record keeping and may impose margin requirements on swaps that are not centrally cleared. The U.S. Commodity Futures Trading Commission (“CFTC”) has published final rules defining several key terms related to the act and has set compliance dates for various types of market participants. The Dodd-Frank Reform Act provides exemptions from certain requirements, including an exception to the mandatory clearing and swap facility execution requirements for commercial end-users that use swaps to hedge or mitigate commercial risk. PNM has elected the end-user exception to the mandatory clearing requirement. PNM expects to be in compliance with the Dodd-Frank Reform Act and related rules within the time frames required by the CFTC. However, as a result of implementing and complying with the Dodd-Frank Reform Act and related rules, PNM’s swap activities could be subject to increased costs, including from higher margin requirements. At this time, PNM cannot predict the ultimate impact the Dodd-Frank Reform Act may have on PNM’s financial condition, results of operations, cash flows, or liquidity.
Other Matters
See Notes 16 and 17 for a discussion of commitments and contingencies and rate and regulatory matters.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with GAAP requires management to apply accounting policies and to make estimates and judgments that best provide the framework to report the results of operations and financial position for PNMR, PNM, and TNMP. As a result, there exists the likelihood that materially different amounts would be reported under different conditions or using different assumptions. Management has identified the following accounting policies that it deems critical to the portrayal of the financial condition and results of operations and that involve significant subjectivity. The following discussion provides information on the processes utilized by management in making judgments and assumptions as they apply to its critical accounting policies.
Regulatory Accounting
The Company is subject to the provisions of GAAP for rate-regulated enterprises and records assets and liabilities resulting from the effects of the ratemaking process, which would not be recorded under GAAP for non-regulated entities. Additional information concerning regulatory assets and liabilities is contained in Note 13.
The Company continually evaluates the probability that regulatory assets and liabilities will impact future rates and makes various assumptions in those analyses. The expectations of future rate impacts are generally based on orders issued by regulatory commissions or historical experience, as well as discussions with applicable regulatory authorities. If future recovery or refund ceases to be probable, the Company would be required to write-off the portion that is not recoverable or refundable in current period earnings.
The Company has made adjustments to regulatory assets and liabilities that affected its results of operations in the past due to changes in various factors and conditions impacting future cost recovery. Based on its current evaluation, the Company believes that future recovery of its regulatory assets is probable.
Impairments
Tangible long-lived assets are evaluated for impairment when events and circumstances indicate that the assets might be impaired. These potential impairment indicators include management’s assessment of fluctuating market conditions as a result of planned and scheduled customer purchase commitments; future market penetration; changing environmental requirements; fluctuating market prices resulting from factors including changing fuel costs and other economic conditions; long-term weather patterns; and other market trends. The amount of impairment recognized, if any, is the difference between the fair value of the asset and the carrying value of the asset and would reduce both the asset and current period earnings. Variations in the assessment of potential impairment or in the assumptions used to calculate an impairment could result in different outcomes, which could lead to significant effects on the Consolidated Financial Statements. See Notes 16 and 17.
Goodwill is evaluated for impairment at least annually, or more frequently if events and circumstances indicate that the goodwill might be impaired. Impairment testing may be performed based on either a qualitative analysis or quantitative analysis. Note 19 contains information on the impairment testing performed by the Company on goodwill. For 2021, the Company utilized a qualitative analysis for both the PNM and TNMP reporting units. No impairments were indicated in the Company’s annual goodwill testing, which was performed as of April 1, 2021. Since the annual evaluation, there have been no indications that the fair values of the reporting units with recorded goodwill have decreased below the carrying values. The annual testing was based on certain critical estimates and assumptions. Changes in the estimates or the use of different assumptions could affect the determination of fair value and the conclusion of impairment for each reporting unit.
Application of the qualitative goodwill impairment test requires evaluating various events and circumstances to determine whether it is not more likely than not that the fair value of a reporting unit is less than its carrying amount. As a part of the Company’s goodwill qualitative testing process for a reporting unit, various factors that are specific to that reporting unit as well as industry and macroeconomic factors are evaluated in order to determine whether these factors are reasonably likely to have a material impact on the fair value of the reporting unit. Examples of the factors that were considered in the qualitative testing of the goodwill include the results of the most recent quantitative impairment test, current and long-term forecasted financial results, regulatory environment, credit rating, changes in the interest rate environment, and operating strategy for the reporting unit.
Based on the analysis performed for the PNM and TNMP reporting units in 2021, the Company concluded that there were no changes that were reasonably likely to cause the fair value of the reporting units to be less than their carrying value and determined that there was no impairment of goodwill. Although the Company believes all relevant factors were considered in the qualitative impairment analysis to reach the conclusion that goodwill is not impaired, significant changes in any one of the assumptions could produce a significantly different result potentially leading to the recording of an impairment that could have significant impacts on the results of operations and financial position of the Company.
Decommissioning and Reclamation Costs
PNM is only required to recognize and measure decommissioning liabilities for tangible long-lived assets for which a legal obligation exists. Accounting for decommissioning costs for nuclear and fossil-fuel generation involves significant estimates related to costs to be incurred many years in the future after plant closure. Decommissioning costs are based on site-specific estimates, which are updated periodically and involve numerous judgments and assumptions, including estimates of future decommissioning costs at current price levels, inflation rates, and discount rates. Changes in these estimates could significantly impact PNMR’s and PNM’s financial position, results of operations, and cash flows. Nuclear decommissioning costs are based on estimates of the costs for removing all radioactive and other structures at PVNGS. AROs, including nuclear decommissioning costs, are discussed in Note 15. Nuclear decommissioning costs represent approximately 62% of PNM’s ARO liability. A 10% increase in the estimates of future decommissioning costs at current price levels would have increased the ARO liability by $10.0 million at December 31, 2021. PNM recognizes an expense and a corresponding liability for ultimate decommissioning of PVNGS. See Note 17 for information concerning NMPRC’s order to address the recovery of decommissioning costs in a future proceeding.
In connection with both the SJGS coal agreement and the Four Corners fuel agreement, the owners are required to reimburse the mining companies for the cost of contemporaneous reclamation, as well as the costs for final reclamation of the coal mines. The reclamation costs are based on periodic site-specific studies that estimate the costs to be incurred in the future and are dependent upon numerous assumptions, including estimates of future reclamation costs at current price levels, inflation rates, and discount rates. A 10% increase in the estimates of future reclamation costs at current price levels would have increased the mine reclamation liability by $10.9 million at December 31, 2021. PNM considers the contemporaneous reclamation costs part of the cost of its delivered coal costs. The NMPRC has capped the amount that can be collected from ratepayers for final reclamation of the surface mines. If future estimates increase the liability for surface mine reclamation, the excess would be expensed at that time. See Note 16 for discussion of reclamation costs.
Pension and Other Postretirement Benefits
The Company maintains qualified defined benefit pension plans, postretirement benefit plans providing medical and dental benefits, and executive retirement programs. The net periodic benefit cost or income and the calculation of the projected benefit obligations are recognized in the Company’s financial statements and depend on expected investment performance, the level of contributions made to the plans, and employee demographics. These calculations require the use of a number of actuarial assumptions and estimates. The most critical of the actuarial assumptions are the expected long-term rate of return, the discount rate, and projected health care cost trend rates. The Company reviews and evaluates its actuarial assumptions annually and adjusts them as necessary. Changes in the pension and OPEB assets and liabilities associated with these factors are not immediately recognized as net periodic benefit cost or income in results of operations, but are recognized in future years, generally, over the remaining life of the plan. However, these factors could have a significant impact on the financial position of the Company. Note 11 contains additional information about pension and OPEB obligations, including assumptions utilized in the calculations and impacts of changes in certain of those assumptions.
Accounting for Contingencies
The financial results of the Company may be affected by judgments and estimates related to loss contingencies. Contingencies related to litigation and claims, as well as environmental and regulatory matters, also require the use of significant judgment and estimation. The Company attempts to take into account all known factors regarding the future outcome of contingent events and records an accrual for any contingent loss events that are both probable of occurring and can be reasonably estimated based upon current available information. However, the actual outcomes can vary from any amounts accrued which could have a material effect on the results of operations and financial position of the Company. See Note 16 and Note 17.
Income Taxes
The Company’s income tax expense and related balance sheet amounts involve significant judgment and use of estimates. Amounts of deferred income tax assets and liabilities, current and noncurrent accruals, and determination of uncertain tax positions involve judgment and estimates related to timing and probability of the recognition of income and deductions by taxing authorities. In addition, some temporary differences are accorded flow-through treatment by the Company’s regulators and impact the Company’s effective tax rate. In assessing the likelihood of the realization of deferred tax assets, management considers the estimated amount and character of future taxable income. Significant changes in these judgments and estimates could have a material impact on the results of operations and financial position of the Company. Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes in income tax laws, the Company’s forecasted financial condition and results of operations in future periods, and the final review from taxing authorities. See Note 18.
MD&A FOR PNM
RESULTS OF OPERATIONS
PNM operates in only one reportable segment, as presented above in Results of Operations for PNMR.
MD&A FOR TNMP
RESULTS OF OPERATIONS
TNMP operates in only one reportable segment, as presented above in Results of Operations for PNMR.
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
INDEX
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| PNM Resources, Inc. and Subsidiaries | | |
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| Public Service Company of New Mexico and Subsidiaries | | |
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| Texas-New Mexico Power Company and Subsidiaries | | |
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| Supplementary Data: | | |
| | |
| | |
| | |
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of PNM Resources, Inc. and subsidiaries (“PNMR”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
Management assessed the effectiveness of PNMR’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that PNMR’s internal control over financial reporting was effective as of December 31, 2021.
The effectiveness of our internal control over financial reporting as of and for the year ended December 31, 2021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their audit report which is included herein.
| | |
| /s/ Patricia K. Collawn |
| Patricia K. Collawn, |
| Chairman, President, and Chief Executive Officer |
|
| /s/ Joseph D. Tarry |
| Joseph D. Tarry |
| Senior Vice President and Chief Financial Officer |
|
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Public Service Company of New Mexico and subsidiaries (“PNM”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
Management assessed the effectiveness of PNM’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that PNM’s internal control over financial reporting was effective as of December 31, 2021.
| | |
| /s/ Patricia K. Collawn |
| Patricia K. Collawn, |
| President and Chief Executive Officer |
|
| /s/ Joseph D. Tarry |
| Joseph D. Tarry |
| Senior Vice President and Chief Financial Officer |
|
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Texas-New Mexico Power Company and subsidiaries (“TNMP”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended.
Management assessed the effectiveness of TNMP’s internal control over financial reporting based on the Internal Control – Integrated Framework (2013) set forth by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the assessment performed, management concludes that TNMP’s internal control over financial reporting was effective as of December 31, 2021.
| | |
| /s/ Patricia K. Collawn |
| Patricia K. Collawn, |
| Chief Executive Officer |
|
| /s/ Joseph D. Tarry |
| Joseph D. Tarry |
| Senior Vice President and Chief Financial Officer |
|
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
PNM Resources, Inc.:
Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of PNM Resources, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, changes in equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes and financial statement Schedule I - Condensed Consolidated Information of Parent Company and Schedule II - Valuation and Qualifying Accounts (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Pension and other postretirement benefit obligations
As discussed in Note 11 to the consolidated financial statements, the Company maintains qualified defined benefit pension plans and postretirement benefit plans providing medical and dental benefits. The Company’s total estimated pension plans’ projected benefit obligation and postretirement benefit plans’ accumulated postretirement benefit obligation were $734.2 million as of December 31, 2021.
We identified the evaluation of the pension and other postretirement benefit obligations as a critical audit matter. This was due to the specialized skills and knowledge required to understand the Company’s actuarial models and evaluate the assumptions related to the determination of the discount rates utilized in the measurement of the pension and other postretirement benefit obligations. In addition, there was subjectivity in performing procedures due to the sensitivity of the actuarial models to changes in the discount rates used to determine the present value of the projected benefit obligation and accumulated postretirement benefit obligation.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the pension and other postretirement benefit obligations process, including controls related to the development of the discount rates used and the evaluation of the actuarial models. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
•understanding the actuarial models used by the Company to calculate its projected benefit obligation and accumulated postretirement benefit obligation, for consistency with generally accepted actuarial standards,
•evaluating the Company’s discount rates, by understanding the methodology used to develop them, and
•comparing the changes in the discount rates from the prior year against changes in published indices.
/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
Albuquerque, New Mexico
March 1, 2022
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Public Service Company of New Mexico:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Public Service Company of New Mexico and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of earnings, comprehensive income, changes in equity, and cash flows for each of the years in the three‑year period ended December 31, 2021, and the related notes and financial statement Schedule II – Valuation and Qualifying Accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Pension and other postretirement benefit obligations
As discussed in Note 11 to the consolidated financial statements, the Company maintains qualified defined benefit pension plans and postretirement benefit plans providing medical and dental benefits. The Company’s total estimated pension plans’ projected benefit obligation and postretirement benefit plans’ accumulated postretirement benefit obligation were $663.7 million as of December 31, 2021.
We identified the evaluation of the pension and other postretirement benefit obligations as a critical audit matter. This was due to the specialized skills and knowledge required to understand the Company’s actuarial models and evaluate the assumptions related to the determination of the discount rates utilized in the measurement of the pension and other postretirement benefit obligations. In addition, there was subjectivity in performing procedures due to the sensitivity of the actuarial models to changes in the discount rates used to determine the present value of the projected benefit obligation and accumulated postretirement benefit obligation.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the pension and other postretirement benefit
obligations process, including controls related to the development of the discount rates used and the evaluation of the actuarial models. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
•understanding the actuarial models used by the Company to calculate its projected benefit obligation and accumulated postretirement benefit obligation, for consistency with generally accepted actuarial standards,
•evaluating the Company’s discount rates, by understanding the methodology used to develop them, and
•comparing the changes in the discount rates from the prior year against changes in published indices.
/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
Albuquerque, New Mexico
March 1, 2022
Report of Independent Registered Public Accounting Firm
To the Stockholder and Board of Directors
Texas‑New Mexico Power Company:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Texas‑New Mexico Power Company and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of earnings, changes in common stockholder’s equity, and cash flows for each of the years in the three‑year period ended December 31, 2021, and the related notes and financial statement Schedule II – Valuation and Qualifying Accounts (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three‑year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB and in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Pension and other postretirement benefit obligations
As discussed in Note 11 to the consolidated financial statements, the Company maintains qualified defined benefit pension plans and postretirement benefit plans providing medical and dental benefits. The Company’s total estimated pension plans’ projected benefit obligation and postretirement benefit plans’ accumulated postretirement benefit obligation were $70.6 million as of December 31, 2021.
We identified the evaluation of the pension and other postretirement benefit obligations as a critical audit matter. This was due to the specialized skills and knowledge required to understand the Company’s actuarial models and evaluate the assumptions related to the determination of the discount rates utilized in the measurement of the pension and other postretirement benefit obligations. In addition, there was subjectivity in performing procedures due to the sensitivity of the actuarial models to changes in the discount rates used to determine the present value of the projected benefit obligation and accumulated postretirement benefit obligation.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the pension and other postretirement benefit obligations process, including controls related to the development of the discount rates used and the evaluation of the actuarial models. We involved actuarial professionals with specialized skills and knowledge, who assisted in:
•understanding the actuarial models used by the Company to calculate its projected benefit obligation and accumulated postretirement benefit obligation, for consistency with generally accepted actuarial standards,
•evaluating the Company’s discount rates, by understanding the methodology used to develop them, and
•comparing the changes in the discount rates from the prior year against changes in published indices.
/s/ KPMG LLP
We have served as the Company’s auditor since 2013.
Albuquerque, New Mexico
March 1, 2022
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands, except per share amounts) |
| Electric Operating Revenues | | | | | |
| Contracts with customers | $ | 1,569,405 | | | $ | 1,469,799 | | | $ | 1,377,208 | |
| Alternative revenue programs | (3,764) | | | (11,994) | | | (542) | |
| Other electric operating revenue | 214,232 | | | 65,207 | | | 80,937 | |
| Total electric operating revenues | 1,779,873 | | | 1,523,012 | | | 1,457,603 | |
| Operating Expenses: | | | | | |
| Cost of energy | 644,853 | | | 447,241 | | | 412,812 | |
| Administrative and general | 230,292 | | | 216,334 | | | 189,227 | |
| Energy production costs | 143,931 | | | 137,977 | | | 142,545 | |
| Regulatory disallowances and restructuring costs | 1,194 | | | 1,098 | | | 151,095 | |
| Depreciation and amortization | 284,107 | | | 275,612 | | | 267,808 | |
| Transmission and distribution costs | 81,335 | | | 77,943 | | | 69,862 | |
| Taxes other than income taxes | 86,008 | | | 81,526 | | | 80,054 | |
| Total operating expenses | 1,471,720 | | | 1,237,731 | | | 1,313,403 | |
| Operating income | 308,153 | | | 285,281 | | | 144,200 | |
| Other Income and Deductions: | | | | | |
| Interest income | 14,662 | | | 14,223 | | | 14,022 | |
| Gains on investment securities | 16,850 | | | 21,599 | | | 29,589 | |
| Other income | 20,200 | | | 19,973 | | | 15,382 | |
| | | | | |
| | | | | |
| | | | | |
| Other (deductions) | (18,559) | | | (18,732) | | | (15,328) | |
| Net other income and (deductions) | 33,153 | | | 37,063 | | | 43,665 | |
| Interest Charges | 96,877 | | | 114,392 | | | 121,016 | |
| Earnings before Income Taxes | 244,429 | | | 207,952 | | | 66,849 | |
| Income Taxes (Benefits) | 32,582 | | | 20,636 | | | (25,282) | |
| Net Earnings | 211,847 | | | 187,316 | | | 92,131 | |
| (Earnings) Attributable to Valencia Non-controlling Interest | (15,490) | | | (14,013) | | | (14,241) | |
| Preferred Stock Dividend Requirements of Subsidiary | (528) | | | (528) | | | (528) | |
| Net Earnings Attributable to PNMR | $ | 195,829 | | | $ | 172,775 | | | $ | 77,362 | |
| Net Earnings Attributable to PNMR per Common Share: | | | | | |
| Basic | $ | 2.28 | | | $ | 2.16 | | | $ | 0.97 | |
| Diluted | $ | 2.27 | | | $ | 2.15 | | | $ | 0.97 | |
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Net Earnings | $ | 211,847 | | | $ | 187,316 | | | $ | 92,131 | |
| Other Comprehensive Income (Loss): | | | | | |
| Unrealized Gains on Available-for-Sale Securities: | | | | | |
Unrealized holding gains (losses) arising during the period, net of income tax (expense) benefit of $478, $(5,736), and $(6,534) | (1,403) | | | 16,850 | | | 19,190 | |
Reclassification adjustment for (gains) included in net earnings, net of income tax expense of $2,480, $2,412, and $3,572 | (7,285) | | | (7,085) | | | (10,491) | |
Pension Liability Adjustment: | | | | | |
Experience gains (losses), net of income tax (expense) benefit of $(3,076), $(1,562), and $973 | 9,035 | | | 4,587 | | | (2,856) | |
Reclassification adjustment for amortization of experience losses recognized as net periodic benefit cost, net of income tax (benefit) of $(2,120), $(2,108), and $(1,880) | 6,228 | | | 6,192 | | | 5,524 | |
| Fair Value Adjustment for Cash Flow Hedges: | | | | | |
Change in fair market value, net of income tax (expense) benefit of $(458), $(323), and $888 | 1,346 | | | 948 | | | (2,607) | |
Reclassification adjustment for (gains) losses included in net earnings, net of income tax (benefit) of $229, $442, and $(186) | (674) | | | (1,298) | | | 547 | |
| Total Other Comprehensive Income (Loss) | 7,247 | | | 20,194 | | | 9,307 | |
| Comprehensive Income | 219,094 | | | 207,510 | | | 101,438 | |
Comprehensive (Income) Attributable to Valencia Non-controlling Interest | (15,490) | | | (14,013) | | | (14,241) | |
| Preferred Stock Dividend Requirements of Subsidiary | (528) | | | (528) | | | (528) | |
| Comprehensive Income Attributable to PNMR | $ | 203,076 | | | $ | 192,969 | | | $ | 86,669 | |
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Cash Flows From Operating Activities: | | | | | |
| Net earnings | $ | 211,847 | | | $ | 187,316 | | | $ | 92,131 | |
Adjustments to reconcile net earnings to net cash flows from operating activities: | | | | | |
Depreciation and amortization | 320,210 | | | 314,668 | | | 301,068 | |
| Deferred income tax expense (benefit) | 30,747 | | | 20,405 | | | (25,385) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| (Gains) on investment securities | (16,850) | | | (21,599) | | | (29,589) | |
| | | | | |
| | | | | |
| Stock based compensation expense | 9,446 | | | 8,141 | | | 6,414 | |
| Regulatory disallowances and restructuring costs | 1,194 | | | 1,098 | | | 151,095 | |
| Allowance for equity funds used during construction | (13,217) | | | (11,254) | | | (9,478) | |
| Other, net | 5,457 | | | 3,497 | | | 2,395 | |
| Changes in certain assets and liabilities: | | | | | |
| Accounts receivable and unbilled revenues | (25,924) | | | (42,035) | | | 3,796 | |
| Materials, supplies, and fuel stock | 1,356 | | | 11,512 | | | (6,095) | |
| Other current assets | 1,838 | | | (8,135) | | | 1,872 | |
| Other assets | 31,135 | | | 29,923 | | | 42,803 | |
| Accounts payable | 10,640 | | | 7,403 | | | (272) | |
| Accrued interest and taxes | 2,692 | | | (9,347) | | | 14,691 | |
| Other current liabilities | 6,894 | | | 23,740 | | | (7,212) | |
| | | | | |
| Other liabilities | (29,592) | | | (29,633) | | | (35,071) | |
| Net cash flows from operating activities | 547,873 | | | 485,700 | | | 503,163 | |
| Cash Flows From Investing Activities: | | | | | |
| Additions to utility and non-utility plant | (935,016) | | | (679,028) | | | (616,273) | |
| Proceeds from sales of investment securities | 459,867 | | | 590,998 | | | 494,528 | |
| Purchases of investment securities | (477,672) | | | (607,591) | | | (513,866) | |
| | | | | |
| | | | | |
| | | | | |
| Investments in NMRD | — | | | (23,250) | | | (38,250) | |
| Distributions from NMRD | 572 | | | — | | | — | |
| | | | | |
| | | | | |
| Other, net | (9) | | | (14,928) | | | (37) | |
| Net cash flows used in investing activities | (952,258) | | | (733,799) | | | (673,898) | |
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Cash Flows From Financing Activities: | | | | | |
| Short-term borrowings (repayments), net | $ | — | | | $ | — | | | $ | (150,000) | |
| | | | | |
| Revolving credit facilities borrowings (repayments), net | 30,700 | | | (153,100) | | | 99,200 | |
| Long-term borrowings | 1,816,345 | | | 1,267,845 | | | 745,000 | |
| Repayment of long-term debt | (1,411,345) | | | (977,845) | | | (407,302) | |
| | | | | |
| | | | | |
| Issuance of common stock | — | | | 283,208 | | | — | |
| Proceeds from stock option exercise | — | | | 24 | | | 943 | |
| Awards of common stock | (10,130) | | | (11,984) | | | (9,918) | |
| | | | | |
| | | | | |
| Dividends paid | (112,972) | | | (98,502) | | | (92,926) | |
| Valencia’s transactions with its owner | (19,094) | | | (18,056) | | | (15,401) | |
| Transmission interconnection and security deposit arrangements | 80,558 | | | 11,452 | | | 10,015 | |
| Refunds paid under transmission interconnection arrangements | (10,195) | | | (5,905) | | | (4,325) | |
| Debt issuance costs and other, net | (6,306) | | | (4,943) | | | (2,840) | |
| Net cash flows from financing activities | 357,561 | | | 292,194 | | | 172,446 | |
| | | | | |
| Change in Cash and Cash Equivalents | (46,824) | | | 44,095 | | | 1,711 | |
| Cash and Cash Equivalents at Beginning of Year | 47,928 | | | 3,833 | | | 2,122 | |
| Cash and Cash Equivalents at End of Year | $ | 1,104 | | | $ | 47,928 | | | $ | 3,833 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Supplemental Cash Flow Disclosures: | | | | | |
| Interest paid, net of amounts capitalized | $ | 91,276 | | | $ | 106,575 | | | $ | 115,476 | |
| Income taxes paid (refunded), net | $ | 1,042 | | | $ | 969 | | | $ | (2,929) | |
| | | | | |
| Supplemental schedule of noncash investing and financing activities: | | | | | |
| (Increase) decrease in accrued plant additions | $ | 7,362 | | | $ | (58,796) | | | $ | 8,781 | |
| Contribution of utility plant to NMRD | $ | — | | | $ | 801 | | | $ | — | |
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| ASSETS | | | |
| Current Assets: | | | |
| Cash and cash equivalents | $ | 1,104 | | | $ | 47,928 | |
Accounts receivable, net of allowance for credit losses of $7,265 and $8,333 | 123,292 | | | 113,410 | |
| Unbilled revenues | 57,736 | | | 55,504 | |
| Other receivables | 18,784 | | | 23,797 | |
| | | |
| Materials, supplies, and fuel stock | 65,061 | | | 66,417 | |
| Regulatory assets | 14,785 | | | 202 | |
| | | |
| Prepaid assets | 37,325 | | | 42,064 | |
| Income taxes receivable | 4,878 | | | 5,672 | |
| | | |
| Other current assets | 1,635 | | | 22,485 | |
| Total current assets | 324,600 | | | 377,479 | |
| Other Property and Investments: | | | |
| | | |
| | | |
| Investment securities | 463,126 | | | 440,115 | |
| Equity investment in NMRD | 89,158 | | | 90,655 | |
| Other investments | 265 | | | 284 | |
| Non-utility property, including financing leases | 25,439 | | | 24,075 | |
| Total other property and investments | 577,988 | | | 555,129 | |
| Utility Plant: | | | |
| Plant in service, held for future use, and to be abandoned | 9,357,849 | | | 8,480,799 | |
| Less accumulated depreciation and amortization | 2,952,743 | | | 2,835,170 | |
| 6,405,106 | | | 5,645,629 | |
| Construction work in progress | 248,856 | | | 218,719 | |
Nuclear fuel, net of accumulated amortization of $41,181 and $41,367 | 98,937 | | | 100,801 | |
| Net utility plant | 6,752,899 | | | 5,965,149 | |
| Deferred Charges and Other Assets: | | | |
| Regulatory assets | 514,258 | | | 557,790 | |
| Goodwill | 278,297 | | | 278,297 | |
| Operating lease right-of-use assets, net of accumulated amortization | 79,511 | | | 105,133 | |
| | | |
| Other deferred charges | 139,332 | | | 100,877 | |
| Total deferred charges and other assets | 1,011,398 | | | 1,042,097 | |
| $ | 8,666,885 | | | $ | 7,939,854 | |
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands, except share
information) |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
| Current Liabilities: | | | |
| Short-term debt | $ | 62,700 | | | $ | 32,000 | |
Current installments of long-term debt | 179,339 | | | 575,518 | |
| Accounts payable | 172,595 | | | 169,317 | |
| Customer deposits | 5,095 | | | 6,606 | |
| Accrued interest and taxes | 70,105 | | | 68,206 | |
| Regulatory liabilities | 8,316 | | | 7,471 | |
| Operating lease liabilities | 27,218 | | | 27,460 | |
| | | |
| Dividends declared | 132 | | | 28,243 | |
| | | |
| Transmission interconnection arrangement liabilities | 39,564 | | | 6,883 | |
| Other current liabilities | 99,149 | | | 55,958 | |
| Total current liabilities | 664,213 | | | 977,662 | |
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs | 3,519,580 | | | 2,719,632 | |
| Deferred Credits and Other Liabilities: | | | |
| Accumulated deferred income taxes | 764,850 | | | 694,512 | |
| | | |
| Regulatory liabilities | 841,393 | | | 850,228 | |
| Asset retirement obligations | 234,146 | | | 183,421 | |
| Accrued pension liability and postretirement benefit cost | 19,057 | | | 58,101 | |
| Operating lease liabilities | 55,993 | | | 81,065 | |
| | | |
| Other deferred credits | 333,195 | | | 255,230 | |
| Total deferred credits and other liabilities | 2,248,634 | | | 2,122,557 | |
| Total liabilities | 6,432,427 | | | 5,819,851 | |
| Commitments and Contingencies (See Note 16) | | | |
| Cumulative Preferred Stock of Subsidiary | | | |
without mandatory redemption requirements ($100 stated value; 10,000,000 shares authorized; issued and outstanding 115,293 shares) | 11,529 | | | 11,529 | |
| Equity: | | | |
| PNMR common stockholders’ equity: | | | |
Common stock (no par value; 120,000,000 shares authorized; issued and outstanding 85,834,874 shares) | 1,429,257 | | | 1,429,941 | |
| Accumulated other comprehensive income (loss), net of income taxes | (71,936) | | | (79,183) | |
| Retained earnings | 810,203 | | | 698,707 | |
| Total PNMR common stockholders’ equity | 2,167,524 | | | 2,049,465 | |
| Non-controlling interest in Valencia | 55,405 | | | 59,009 | |
| Total equity | 2,222,929 | | | 2,108,474 | |
| $ | 8,666,885 | | | $ | 7,939,854 | |
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.
PNM RESOURCES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Attributable to PNMR | | Non-
controlling
Interest
in Valencia | | |
| | | | | | | | | Total PNMR Common Stockholder’s Equity | | | |
| | Common
Stock | | AOCI | | Retained
Earnings | | | | Total
Equity |
| | | (In thousands) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Balance at December 31, 2018 | | $ | 1,153,113 | | | $ | (108,684) | | | $ | 643,953 | | | $ | 1,688,382 | | | $ | 64,212 | | | $ | 1,752,594 | |
| | | | | | | | | | | | |
Net earnings before subsidiary preferred stock dividends | | — | | | — | | | 77,890 | | | 77,890 | | | 14,241 | | | 92,131 | |
| Total other comprehensive income | | — | | | 9,307 | | | — | | | 9,307 | | | — | | | 9,307 | |
| Subsidiary preferred stock dividends | | — | | | — | | | (528) | | | (528) | | | — | | | (528) | |
| Dividends declared on common stock | | — | | | — | | | (93,792) | | | (93,792) | | | — | | | (93,792) | |
| Proceeds from stock option exercise | | 943 | | | — | | | — | | | 943 | | | — | | | 943 | |
Awards of common stock | | (9,918) | | | — | | | — | | | (9,918) | | | — | | | (9,918) | |
| | | | | | | | | | | | |
| Stock based compensation expense | | 6,414 | | | — | | | — | | | 6,414 | | | — | | | 6,414 | |
| Valencia’s transactions with its owner | | — | | | — | | | — | | | — | | | (15,401) | | | (15,401) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Balance at December 31, 2019 | | 1,150,552 | | | (99,377) | | | 627,523 | | | 1,678,698 | | | 63,052 | | | 1,741,750 | |
| | | | | | | | | | | | |
Net earnings before subsidiary preferred stock dividends | | — | | | — | | | 173,303 | | | 173,303 | | | 14,013 | | | 187,316 | |
| Total other comprehensive income | | — | | | 20,194 | | | — | | | 20,194 | | | — | | | 20,194 | |
| Subsidiary preferred stock dividends | | — | | | — | | | (528) | | | (528) | | | — | | | (528) | |
| Dividends declared on common stock | | — | | | — | | | (101,591) | | | (101,591) | | | — | | | (101,591) | |
| Proceeds from stock option exercise | | 24 | | | — | | | — | | | 24 | | | — | | | 24 | |
Awards of common stock | | (11,984) | | | — | | | — | | | (11,984) | | | — | | | (11,984) | |
| Issuance of common stock | | 283,208 | | | — | | | — | | | 283,208 | | | — | | | 283,208 | |
| Stock based compensation expense | | 8,141 | | | — | | | — | | | 8,141 | | | — | | | 8,141 | |
| Valencia’s transactions with its owner | | — | | | — | | | — | | | — | | | (18,056) | | | (18,056) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Balance at December 31, 2020 | | 1,429,941 | | | (79,183) | | | 698,707 | | | 2,049,465 | | | 59,009 | | | 2,108,474 | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
Net earnings before subsidiary preferred stock dividends | | — | | | — | | | 196,357 | | | 196,357 | | | 15,490 | | | 211,847 | |
| Total other comprehensive income | | — | | | 7,247 | | | — | | | 7,247 | | | — | | | 7,247 | |
| Subsidiary preferred stock dividends | | — | | | — | | | (528) | | | (528) | | | — | | | (528) | |
| Dividends declared on common stock | | — | | | — | | | (84,333) | | | (84,333) | | | — | | | (84,333) | |
| | | | | | | | | | | | |
Awards of common stock | | (10,130) | | | — | | | — | | | (10,130) | | | — | | | (10,130) | |
| | | | | | | | | | | | |
| Stock based compensation expense | | 9,446 | | | — | | | — | | | 9,446 | | | — | | | 9,446 | |
| Valencia’s transactions with its owner | | — | | | — | | | — | | | — | | | (19,094) | | | (19,094) | |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
| Balance at December 31, 2021 | | $ | 1,429,257 | | | $ | (71,936) | | | $ | 810,203 | | | $ | 2,167,524 | | | $ | 55,405 | | | $ | 2,222,929 | |
The accompanying notes, as they relate to PNMR, are an integral part of these consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Electric Operating Revenues | | | | | |
| Contracts with customers | $ | 1,151,896 | | | $ | 1,078,158 | | | $ | 1,010,898 | |
| Alternative revenue programs | (4,108) | | | (3,531) | | | 1,987 | |
| Other electric operating revenue | 214,232 | | | 65,207 | | | 80,937 | |
| Total electric operating revenues | 1,362,020 | | | 1,139,834 | | | 1,093,822 | |
| Operating Expenses: | | | | | |
| Cost of energy | 531,786 | | | 345,167 | | | 317,725 | |
| Administrative and general | 196,719 | | | 180,113 | | | 172,903 | |
| Energy production costs | 143,931 | | | 137,977 | | | 142,545 | |
| Regulatory disallowances and restructuring costs | 1,194 | | | 1,098 | | | 150,599 | |
| Depreciation and amortization | 170,365 | | | 165,325 | | | 160,368 | |
| Transmission and distribution costs | 49,846 | | | 49,534 | | | 42,970 | |
| Taxes other than income taxes | 46,682 | | | 45,723 | | | 45,644 | |
| Total operating expenses | 1,140,523 | | | 924,937 | | | 1,032,754 | |
| Operating income | 221,497 | | | 214,897 | | | 61,068 | |
| Other Income and Deductions: | | | | | |
| Interest income | 14,605 | | | 14,469 | | | 14,303 | |
| Gains on investment securities | 16,850 | | | 21,599 | | | 29,589 | |
| Other income | 11,390 | | | 9,800 | | | 9,213 | |
| Other (deductions) | (14,431) | | | (14,279) | | | (11,813) | |
| Net other income and (deductions) | 28,414 | | | 31,589 | | | 41,292 | |
| Interest Charges | 51,360 | | | 64,615 | | | 72,900 | |
| Earnings before Income Taxes | 198,551 | | | 181,871 | | | 29,460 | |
| Income Taxes (Benefit) | 26,992 | | | 21,857 | | | (25,962) | |
| Net Earnings | 171,559 | | | 160,014 | | | 55,422 | |
| (Earnings) Attributable to Valencia Non-controlling Interest | (15,490) | | | (14,013) | | | (14,241) | |
| Net Earnings Attributable to PNM | 156,069 | | | 146,001 | | | 41,181 | |
| Preferred Stock Dividends Requirements | (528) | | | (528) | | | (528) | |
| Net Earnings Available for PNM Common Stock | $ | 155,541 | | | $ | 145,473 | | | $ | 40,653 | |
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2021 |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Net Earnings | $ | 171,559 | | | $ | 160,014 | | | $ | 55,422 | |
| Other Comprehensive Income (Loss): | | | | | |
| Unrealized Gains on Available-for-Sale Securities: | | | | | |
Unrealized holding gains arising during the period, net of income tax (expense) of $478, $(5,736), and $(6,534) | (1,403) | | | 16,850 | | | 19,190 | |
Reclassification adjustment for (gains) included in net earnings, net of income tax expense of $2,480, $2,412, and $3,572 | (7,285) | | | (7,085) | | | (10,491) | |
Pension Liability Adjustment: | | | | | |
Experience gains (losses), net of income tax (expense) benefit of $(3,076), $(1,562), and $973 | 9,035 | | | 4,587 | | | (2,856) | |
Reclassification adjustment for amortization of experience losses recognized as net periodic benefit cost, net of income tax (benefit) of $(2,120), $(2,108), and $(1,880) | 6,228 | | | 6,192 | | | 5,524 | |
| | | | | |
| | | | | |
| | | | | |
| Total Other Comprehensive Income (Loss) | 6,575 | | | 20,544 | | | 11,367 | |
| Comprehensive Income | 178,134 | | | 180,558 | | | 66,789 | |
Comprehensive (Income) Attributable to Valencia Non-controlling Interest | (15,490) | | | (14,013) | | | (14,241) | |
| Comprehensive Income Attributable to PNM | $ | 162,644 | | | $ | 166,545 | | | $ | 52,548 | |
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, 2021 |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Cash Flows From Operating Activities: | | | | | |
| Net earnings | $ | 171,559 | | | $ | 160,014 | | | $ | 55,422 | |
Adjustments to reconcile net earnings to net cash flows from operating activities: | | | | | |
| Depreciation and amortization | 203,401 | | | 198,418 | | | 191,213 | |
| Deferred income tax expense (benefit) | 27,120 | | | 22,442 | | | (20,145) | |
| | | | | |
| (Gains) on investment securities | (16,850) | | | (21,599) | | | (29,589) | |
| | | | | |
| Regulatory disallowances and restructuring costs | 1,194 | | | 1,098 | | | 150,599 | |
| | | | | |
| Allowance for equity funds used during construction | (9,905) | | | (6,958) | | | (6,656) | |
| Other, net | 4,482 | | | 4,950 | | | 2,697 | |
| Changes in certain assets and liabilities: | | | | | |
| Accounts receivable and unbilled revenues | (24,757) | | | (41,340) | | | 5,877 | |
| Materials, supplies, and fuel stock | 2,531 | | | 11,753 | | | (5,128) | |
| Other current assets | 2,154 | | | (2,718) | | | (1,453) | |
| Other assets | 30,187 | | | 24,882 | | | 31,409 | |
| Accounts payable | 9,836 | | | 6,267 | | | (3,617) | |
| Accrued interest and taxes | 20,214 | | | (11,572) | | | 5,579 | |
| Other current liabilities | 9,169 | | | 16,682 | | | 18,002 | |
| | | | | |
| Other liabilities | (37,884) | | | (36,556) | | | (39,087) | |
| Net cash flows from operating activities | 392,451 | | | 325,763 | | | 355,123 | |
| Cash Flows From Investing Activities: | | | | | |
| Utility plant additions | (602,180) | | | (335,055) | | | (341,847) | |
| Proceeds from sales of investment securities | 459,867 | | | 590,998 | | | 494,528 | |
| Purchases of investment securities | (477,672) | | | (607,591) | | | (513,866) | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Other, net | (9) | | | (14,942) | | | (87) | |
| Net cash flows used in investing activities | (619,994) | | | (366,590) | | | (361,272) | |
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2021 | | 2020 | | 2019 |
| (In thousands) |
| Cash Flows From Financing Activities: | | | | | |
| Revolving credit facilities borrowings (repayments), net | $ | (2,600) | | | $ | (48,000) | | | $ | 15,600 | |
| Short-term borrowings (repayments) - affiliate, net | — | | | — | | | (19,800) | |
| Long-term borrowings | 631,345 | | | 852,845 | | | 290,000 | |
| Repayment of long-term debt | (446,345) | | | (902,845) | | | (200,000) | |
| Equity contribution from parent | 53,000 | | | 230,000 | | | — | |
| Dividends paid | (60,528) | | | (41,181) | | | (528) | |
| Valencia’s transactions with its owner | (19,094) | | | (18,056) | | | (15,401) | |
| Transmission interconnection and security deposit arrangements | 47,858 | | | 4,050 | | | 10,015 | |
| Refunds paid under transmission interconnection arrangements | (2,893) | | | (5,905) | | | (72,525) | |
| Debt issuance costs and other, net | (4,627) | | | 364 | | | (296) | |
| Net cash flows from financing activities | 196,116 | | | 71,272 | | | 7,065 | |
| | | | | |
| Change in Cash and Cash Equivalents | (31,427) | | | 30,445 | | | 916 | |
| Cash and Cash Equivalents at Beginning of Year | 31,446 | | | 1,001 | | | 85 | |
| Cash and Cash Equivalents at End of Year | $ | 19 | | | $ | 31,446 | | | $ | 1,001 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Supplemental Cash Flow Disclosures: | | | | | |
| Interest paid, net of amounts capitalized | $ | 45,729 | | | $ | 60,663 | | | $ | 65,445 | |
| Income taxes paid (refunded), net | $ | (19,492) | | | $ | — | | | $ | (3,544) | |
| | | | | |
| Supplemental schedule of noncash investing activities: | | | | | |
| (Increase) decrease in accrued plant additions | $ | 23,091 | | | $ | (48,037) | | | $ | 4,751 | |
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| ASSETS | | | |
| Current Assets: | | | |
| Cash and cash equivalents | $ | 19 | | | $ | 31,446 | |
Accounts receivable, net of allowance for credit losses of $7,265 and $8,333 | 98,151 | | | 88,239 | |
| Unbilled revenues | 44,759 | | | 43,724 | |
| Other receivables | 16,538 | | | 21,814 | |
| Affiliate receivables | 8,837 | | | 8,819 | |
| Materials, supplies, and fuel stock | 57,942 | | | 60,472 | |
| Regulatory assets | 8,721 | | | — | |
| | | |
| Prepaid assets | 30,266 | | | 34,984 | |
| Income taxes receivable | — | | | 15,706 | |
| | | |
| Other current assets | 1,456 | | | 16,924 | |
| Total current assets | 266,689 | | | 322,128 | |
| Other Property and Investments: | | | |
| | | |
| Investment securities | 463,126 | | | 440,115 | |
| Other investments | 129 | | | 120 | |
| Non-utility property, including financing leases | 10,717 | | | 9,505 | |
| Total other property and investments | 473,972 | | | 449,740 | |
| Utility Plant: | | | |
| Plant in service, held for future use, and to be abandoned | 6,602,015 | | | 6,022,753 | |
| Less accumulated depreciation and amortization | 2,235,068 | | | 2,158,915 | |
| 4,366,947 | | | 3,863,838 | |
| Construction work in progress | 182,520 | | | 148,962 | |
Nuclear fuel, net of accumulated amortization of $41,181 and $41,367 | 98,937 | | | 100,801 | |
| Net utility plant | 4,648,404 | | | 4,113,601 | |
| Deferred Charges and Other Assets: | | | |
| Regulatory assets | 428,981 | | | 457,953 | |
| Goodwill | 51,632 | | | 51,632 | |
| | | |
| Operating lease right-of-use assets, net of accumulated amortization | 73,903 | | | 97,461 | |
| Other deferred charges | 116,552 | | | 88,518 | |
| Total deferred charges and other assets | 671,068 | | | 695,564 | |
| $ | 6,060,133 | | | $ | 5,581,033 | |
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands, except share
information) |
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | |
| Current Liabilities: | | | |
| Short-term debt | $ | 7,400 | | | $ | 10,000 | |
| | | |
Current installments of long-term debt | 179,339 | | | 345,570 | |
| Accounts payable | 107,795 | | | 121,050 | |
| Affiliate payables | 15,203 | | | 14,058 | |
| Customer deposits | 5,095 | | | 6,606 | |
| Accrued interest and taxes | 37,137 | | | 32,630 | |
| Regulatory liabilities | 8,316 | | | 5,419 | |
| Operating lease liabilities | 25,278 | | | 25,130 | |
| | | |
| Dividends declared | 132 | | | 132 | |
| | | |
| Transmission interconnection arrangement liabilities | 39,564 | | | 6,883 | |
| Other current liabilities | 70,643 | | | 26,854 | |
| Total current liabilities | 495,902 | | | 594,332 | |
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs | 1,701,771 | | | 1,351,050 | |
| Deferred Credits and Other Liabilities: | | | |
| Accumulated deferred income taxes | 630,682 | | | 579,150 | |
| | | |
| Regulatory liabilities | 653,830 | | | 664,873 | |
| Asset retirement obligations | 233,383 | | | 182,718 | |
| Accrued pension liability and postretirement benefit cost | 18,718 | | | 56,273 | |
| Operating lease liabilities | 52,552 | | | 75,941 | |
| | | |
| Other deferred credits | 246,502 | | | 201,415 | |
| Total deferred credits and liabilities | 1,835,667 | | | 1,760,370 | |
| Total liabilities | 4,033,340 | | | 3,705,752 | |
| Commitments and Contingencies (See Note 16) | | | |
| Cumulative Preferred Stock | | | |
without mandatory redemption requirements ($100 stated value; 10,000,000 shares authorized; issued and outstanding 115,293 shares) | 11,529 | | | 11,529 | |
| Equity: | | | |
| PNM common stockholder’s equity: | | | |
Common stock (no par value; 40,000,000 shares authorized; issued and outstanding 39,117,799 shares) | 1,547,918 | | | 1,494,918 | |
| Accumulated other comprehensive income (loss), net of income taxes | (71,936) | | | (78,511) | |
| Retained earnings | 483,877 | | | 388,336 | |
| Total PNM common stockholder’s equity | 1,959,859 | | | 1,804,743 | |
| Non-controlling interest in Valencia | 55,405 | | | 59,009 | |
| Total equity | 2,015,264 | | | 1,863,752 | |
| $ | 6,060,133 | | | $ | 5,581,033 | |
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Attributable to PNM | | | | |
| Common
Stock | | AOCI | | Retained
Earnings | | Total PNM
Common
Stockholder’s
Equity | | Non-
controlling
Interest
in Valencia | | Total
Equity |
| | (In thousands) |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Balance at December 31, 2018 | $ | 1,264,918 | | | $ | (110,422) | | | $ | 242,863 | | | $ | 1,397,359 | | | $ | 64,212 | | | $ | 1,461,571 | |
Net earnings | — | | | — | | | 41,181 | | | 41,181 | | | 14,241 | | | 55,422 | |
| Total other comprehensive income | — | | | 11,367 | | | — | | | 11,367 | | | — | | | 11,367 | |
Dividends declared on preferred stock | — | | | — | | | (528) | | | (528) | | | — | | | (528) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Valencia’s transactions with its owner | — | | | — | | | — | | | — | | | (15,401) | | | (15,401) | |
| | | | | | | | | | | |
| Balance at December 31, 2019 | 1,264,918 | | | (99,055) | | | 283,516 | | | 1,449,379 | | | 63,052 | | | 1,512,431 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net earnings | — | | | — | | | 146,001 | | | 146,001 | | | 14,013 | | | 160,014 | |
| Total other comprehensive income | — | | | 20,544 | | | — | | | 20,544 | | | — | | | 20,544 | |
Dividends declared on preferred stock | — | | | — | | | (528) | | | (528) | | | — | | | (528) | |
Equity contributions from parent | 230,000 | | | — | | | — | | | 230,000 | | | — | | | 230,000 | |
Dividends declared on common stock | — | | | — | | | (40,653) | | | (40,653) | | | — | | | (40,653) | |
Valencia’s transactions with its owner | — | | | — | | | — | | | — | | | (18,056) | | | (18,056) | |
| Balance at December 31, 2020 | 1,494,918 | | | (78,511) | | | 388,336 | | | 1,804,743 | | | 59,009 | | | 1,863,752 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net earnings | — | | | — | | | 156,069 | | | 156,069 | | | 15,490 | | | 171,559 | |
Total other comprehensive income | — | | | 6,575 | | | — | | | 6,575 | | | — | | | 6,575 | |
Dividends declared on preferred stock | — | | | — | | | (528) | | | (528) | | | — | | | (528) | |
Equity contribution from parent | 53,000 | | | — | | | — | | | 53,000 | | | — | | | 53,000 | |
Dividends declared on common stock | — | | | — | | | (60,000) | | | (60,000) | | | — | | | (60,000) | |
Valencia’s transactions with its owner | — | | | — | | | — | | | — | | | (19,094) | | | (19,094) | |
| Balance at December 31, 2021 | $ | 1,547,918 | | | $ | (71,936) | | | $ | 483,877 | | | $ | 1,959,859 | | | $ | 55,405 | | | $ | 2,015,264 | |
The accompanying notes, as they relate to PNM, are an integral part of these consolidated financial statements.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF EARNINGS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| | | | | |
| Electric Operating Revenues | | | | | |
| Contracts with customers | $ | 417,509 | | | $ | 391,641 | | | $ | 366,310 | |
| Alternative revenue programs | 344 | | | (8,463) | | | (2,529) | |
| | | | | |
| Total electric operating revenues | 417,853 | | | 383,178 | | | 363,781 | |
| Operating Expenses: | | | | | |
| Cost of energy | 113,067 | | | 102,074 | | | 95,087 | |
| Administrative and general | 47,820 | | | 44,811 | | | 40,530 | |
| Regulatory disallowances | — | | | — | | | 496 | |
| Depreciation and amortization | 90,440 | | | 87,799 | | | 84,259 | |
| Transmission and distribution costs | 31,489 | | | 28,409 | | | 26,892 | |
| Taxes other than income taxes | 34,919 | | | 31,632 | | | 30,703 | |
| Total operating expenses | 317,735 | | | 294,725 | | | 277,967 | |
| Operating income | 100,118 | | | 88,453 | | | 85,814 | |
| Other Income and Deductions: | | | | | |
| | | | | |
| Other income | 7,176 | | | 8,546 | | | 5,559 | |
| Other (deductions) | (1,768) | | | (1,718) | | | (1,428) | |
| Net other income and (deductions) | 5,408 | | | 6,828 | | | 4,131 | |
| Interest Charges | 33,735 | | | 30,388 | | | 29,100 | |
| Earnings before Income Taxes | 71,791 | | | 64,893 | | | 60,845 | |
| Income Taxes | 7,912 | | | 6,308 | | | 5,046 | |
| Net Earnings | $ | 63,879 | | | $ | 58,585 | | | $ | 55,799 | |
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Cash Flows From Operating Activities: | | | | | |
| Net earnings | $ | 63,879 | | | $ | 58,585 | | | $ | 55,799 | |
Adjustments to reconcile net earnings to net cash flows from operating activities: | | | | | |
| Depreciation and amortization | 91,331 | | | 89,010 | | | 85,453 | |
| Regulatory disallowances | — | | | — | | | 496 | |
| Deferred income tax (benefit) | (253) | | | (7,773) | | | (7,650) | |
| | | | | |
| Allowance for equity funds used during construction and other, net | (3,291) | | | (4,305) | | | (2,808) | |
| | | | | |
| Changes in certain assets and liabilities: | | | | | |
| Accounts receivable and unbilled revenues | (1,167) | | | (695) | | | (2,081) | |
| Materials and supplies | (1,175) | | | (241) | | | (967) | |
| Other current assets | (6,132) | | | (1,291) | | | (798) | |
| Other assets | 6,989 | | | 8,553 | | | 8,366 | |
| Accounts payable | 338 | | | 1,607 | | | 1,829 | |
| Accrued interest and taxes | (1,533) | | | (530) | | | 186 | |
| Other current liabilities | 620 | | | 2,518 | | | 771 | |
| Other liabilities | 5,545 | | | 2,135 | | | (1,004) | |
| Net cash flows from operating activities | 155,151 | | | 147,573 | | | 137,592 | |
| Cash Flows From Investing Activities: | | | | | |
| Utility plant additions | (311,909) | | | (321,505) | | | (254,006) | |
| Net cash flows used in investing activities | (311,909) | | | (321,505) | | | (254,006) | |
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| (In thousands) |
| | | | | |
| Cash Flow From Financing Activities: | | | | | |
| | | | | |
| Revolving credit facilities borrowings (repayments), net | $ | 400 | | | $ | (15,000) | | | $ | (2,500) | |
| Short-term borrowings (repayments) – affiliate, net | — | | | — | | | (100) | |
| Long-term borrowings | 65,000 | | | 185,000 | | | 305,000 | |
| Repayment of long-term debt | — | | | — | | | (207,302) | |
| | | | | |
| Transmission interconnection arrangements | 32,700 | | | 7,402 | | | — | |
| Refunds paid under transmission interconnection arrangements | (7,302) | | | — | | | — | |
| Equity contribution from parent | 52,000 | | | 71,000 | | | 80,000 | |
| Dividends paid | — | | | (58,534) | | | (55,265) | |
| Debt issuance costs and other, net | (840) | | | (2,136) | | | (2,419) | |
| Net cash flows from financing activities | 141,958 | | | 187,732 | | | 117,414 | |
| | | | | |
| Change in Cash and Cash Equivalents | (14,800) | | | 13,800 | | | 1,000 | |
| Cash and Cash Equivalents at Beginning of Year | 14,800 | | | 1,000 | | | — | |
| Cash and Cash Equivalents at End of Year | $ | — | | | $ | 14,800 | | | $ | 1,000 | |
| | | | | |
| Supplemental Cash Flow Disclosures: | | | | | |
| Interest paid, net of amounts capitalized | $ | 31,599 | | | $ | 28,114 | | | $ | 28,055 | |
| Income taxes paid, (refunded) net | $ | 13,735 | | | $ | 16,790 | | | $ | 13,611 | |
| | | | | |
| Supplemental schedule of noncash investing activities: | | | | | |
| (Increase) decrease in accrued plant additions | $ | (9,131) | | | $ | (11,415) | | | $ | 5,035 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| ASSETS | | | |
| Current Assets: | | | |
| Cash and cash equivalents | $ | — | | | $ | 14,800 | |
| Accounts receivable | 25,141 | | | 25,171 | |
| Unbilled revenues | 12,977 | | | 11,780 | |
| Other receivables | 4,108 | | | 3,703 | |
| | | |
| Materials and supplies | 7,119 | | | 5,945 | |
| Regulatory assets | 6,064 | | | 202 | |
| | | |
| Other current assets | 1,989 | | | 1,738 | |
| Total current assets | 57,398 | | | 63,339 | |
| Other Property and Investments: | | | |
| Other investments | 136 | | | 164 | |
| Non-utility property, including financing leases | 13,499 | | | 13,298 | |
| Total other property and investments | 13,635 | | | 13,462 | |
| Utility Plant: | | | |
| Plant in service and plant held for future use | 2,475,859 | | | 2,193,270 | |
| Less accumulated depreciation and amortization | 563,004 | | | 537,707 | |
| 1,912,855 | | | 1,655,563 | |
| Construction work in progress | 53,401 | | | 61,359 | |
| Net utility plant | 1,966,256 | | | 1,716,922 | |
| Deferred Charges and Other Assets: | | | |
| Regulatory assets | 85,277 | | | 99,837 | |
| Goodwill | 226,665 | | | 226,665 | |
| Operating lease right-of-use assets, net of accumulated amortization | 5,264 | | | 7,206 | |
| Other deferred charges | 10,277 | | | 5,149 | |
| Total deferred charges and other assets | 327,483 | | | 338,857 | |
| $ | 2,364,772 | | | $ | 2,132,580 | |
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands, except share
information) |
| LIABILITIES AND STOCKHOLDER’S EQUITY | | | |
| Current Liabilities: | | | |
| Short-term debt | $ | 400 | | | $ | — | |
| | | |
| Accounts payable | 43,089 | | | 33,620 | |
| Affiliate payables | 6,568 | | | 5,883 | |
| Accrued interest and taxes | 40,005 | | | 41,538 | |
| Regulatory liabilities | — | | | 2,052 | |
| Operating lease liabilities | 1,882 | | | 2,193 | |
| Other current liabilities | 4,968 | | | 4,486 | |
| Total current liabilities | 96,912 | | | 89,772 | |
Long-term Debt, net of Unamortized Premiums, Discounts, and Debt Issuance Costs | 918,050 | | | 853,673 | |
| Deferred Credits and Other Liabilities: | | | |
| Accumulated deferred income taxes | 157,248 | | | 145,369 | |
| Regulatory liabilities | 187,563 | | | 185,355 | |
| Asset retirement obligations | 763 | | | 703 | |
| Accrued pension liability and postretirement benefit cost | 339 | | | 1,828 | |
| Operating lease liabilities | 3,155 | | | 4,779 | |
| Other deferred credits | 59,185 | | | 25,423 | |
| Total deferred credits and other liabilities | 408,253 | | | 363,457 | |
| Total liabilities | 1,423,215 | | | 1,306,902 | |
| Commitments and Contingencies (See Note 16) | | | |
| Common Stockholder’s Equity: | | | |
Common stock ($10 par value; 12,000,000 shares authorized; issued and outstanding 6,358 shares) | 64 | | | 64 | |
| Paid-in-capital | 737,166 | | | 685,166 | |
| | | |
| Retained earnings | 204,327 | | | 140,448 | |
| Total common stockholder’s equity | 941,557 | | | 825,678 | |
| $ | 2,364,772 | | | $ | 2,132,580 | |
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
A WHOLLY-OWNED SUBSIDIARY OF PNM RESOURCES, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN COMMON STOCKHOLDER’S EQUITY
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Common
Stock | | Paid-in
Capital | | | | Retained
Earnings | | Total
Common
Stockholder’s
Equity |
| | (In thousands) |
| Balance at December 31, 2018 | $ | 64 | | | $ | 534,166 | | | | | $ | 139,863 | | | $ | 674,093 | |
| | | | | | | | | |
| Net earnings | — | | | — | | | | | 55,799 | | | 55,799 | |
| | | | | | | | | |
| Equity contribution from parent | — | | | 80,000 | | | | | — | | | 80,000 | |
| Dividends declared on common stock | — | | | — | | | | | (55,265) | | | (55,265) | |
| Balance at December 31, 2019 | 64 | | | 614,166 | | | | | 140,397 | | | 754,627 | |
| Net earnings | — | | | — | | | | | 58,585 | | | 58,585 | |
| | | | | | | | | |
| Equity contributions from parent | — | | | 71,000 | | | | | — | | | 71,000 | |
| Dividends declared on common stock | — | | | — | | | | | (58,534) | | | (58,534) | |
| Balance at December 31, 2020 | 64 | | | 685,166 | | | | | 140,448 | | | 825,678 | |
| Net earnings | — | | | — | | | | | 63,879 | | | 63,879 | |
| | | | | | | | | |
| Equity contributions from parent | — | | | 52,000 | | | | | — | | | 52,000 | |
| | | | | | | | | |
| Balance at December 31, 2021 | $ | 64 | | | $ | 737,166 | | | | | $ | 204,327 | | | $ | 941,557 | |
The accompanying notes, as they relate to TNMP, are an integral part of these consolidated financial statements.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
(1)Summary of the Business and Significant Accounting Policies
Nature of Business
PNMR is an investor-owned holding company with two regulated utilities providing electricity and electric services in New Mexico and Texas. PNMR’s primary subsidiaries are PNM and TNMP. PNM is a public utility with regulated operations primarily engaged in the generation, transmission, and distribution of electricity. TNMP is a wholly-owned subsidiary of TNP, which is a holding company that is wholly-owned by PNMR. TNMP provides regulated transmission and distribution services in Texas. PNMR’s common stock trades on the New York Stock Exchange under the symbol PNM. On October 20, 2020, PNMR, Avangrid, and Merger Sub, entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub will merge with and into PNMR (the “Merger”), with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. See Note 22.
Financial Statement Preparation and Presentation
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could ultimately differ from those estimated.
The Notes to Consolidated Financial Statements include disclosures for PNMR, PNM, and TNMP. This report uses the term “Company” when discussing matters of common applicability to PNMR, PNM, and TNMP. Discussions regarding only PNMR, PNM, or TNMP are so indicated.
Certain amounts in the 2020 and 2019 Consolidated Financial Statements and Notes thereto have been reclassified to conform to the 2021 financial statement presentation.
GAAP defines subsequent events as events or transactions that occur after the balance sheet date but before financial statements are issued or are available to be issued. Based on their nature, magnitude, and timing, certain subsequent events may be required to be reflected at the balance sheet date and/or required to be disclosed in the financial statements. The Company has evaluated subsequent events as required by GAAP.
Principles of Consolidation
The Consolidated Financial Statements of each of PNMR, PNM, and TNMP include their accounts and those of subsidiaries in which that entity owns a majority voting interest. PNM also consolidates Valencia (Note 10). PNM owns undivided interests in several jointly-owned power plants and records its pro-rata share of the assets, liabilities, and expenses for those plants. The agreements for the jointly-owned plants provide that if an owner were to default on its payment obligations, the non-defaulting owners would be responsible for their proportionate share of the obligations of the defaulting owner. In exchange, the non-defaulting owners would be entitled to their proportionate share of the generating capacity of the defaulting owner. There have been no such payment defaults under any of the agreements for the jointly-owned plants.
PNMR Services Company expenses, which represent costs that are primarily driven by corporate level activities, are charged to the business segments. These services are billed at cost and are reflected as general and administrative expenses in the business segments. Other significant intercompany transactions between PNMR, PNM, and TNMP include intercompany loans, interest and income tax sharing payments, as well as equity transactions, and interconnection billings. All intercompany transactions and balances have been eliminated. See Note 20.
Accounting for the Effects of Certain Types of Regulation
The Company maintains its accounting records in accordance with the uniform system of accounts prescribed by FERC and adopted by the NMPRC and PUCT.
Certain of the Company’s operations are regulated by the NMPRC, PUCT, and FERC and the provisions of GAAP for rate-regulated enterprises are applied to the regulated operations. Regulators may assign costs to accounting periods that differ from accounting methods applied by non-regulated utilities. When it is probable that regulators will permit recovery of costs through future rates, costs are deferred as regulatory assets that otherwise would be expensed. Likewise, regulatory liabilities are recognized when it is probable that regulators will require refunds through future rates or when revenue is collected for
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
expenditures that have not yet been incurred. GAAP also provides for the recognition of revenue and regulatory assets and liabilities associated with “alternative revenue programs” authorized by regulators. Such programs allow the utility to adjust future rates in response to past activities or completed events, if certain criteria are met. Regulatory assets and liabilities are amortized into earnings over the authorized recovery period. Accordingly, the Company has deferred certain costs and recorded certain liabilities pursuant to the rate actions of the NMPRC, PUCT, and FERC. Information on regulatory assets and regulatory liabilities is contained in Note 13.
In some circumstances, regulators allow a requested increase in rates to be implemented, subject to refund, before the regulatory process has been completed and a decision rendered by the regulator. When this occurs, the Company assesses the possible outcomes of the rate proceeding. The Company records a provision for refund to the extent the amounts being collected, subject to refund, exceed the amount the Company determines is probable of ultimately being allowed by the regulator.
Cash and Restricted Cash
Cash deposits received and held for a period of time that are restricted to a specific purpose, under the terms of their effective agreements, are considered restricted cash. Investments in highly liquid investments with original maturities of three months or less at the date of purchase are considered cash and cash equivalents. At December 31, 2021 and 2020 there was no restricted cash for PNMR, PNM, and TNMP.
Utility Plant
Utility plant is stated at original cost and includes capitalized payroll-related costs such as taxes, pension, other fringe benefits, administrative costs, and AFUDC, where authorized by rate regulation, or capitalized interest.
Repairs, including major maintenance activities, and minor replacements of property are expensed when incurred, except as required by regulators for ratemaking purposes. Major replacements are charged to utility plant. Gains, losses, and costs to remove resulting from retirements or other dispositions of regulated property in the normal course of business are credited or charged to accumulated depreciation.
PNM and TNMP may receive reimbursements, referred to as CIAC, from customers to pay for all or part of certain construction projects to the extent the project does not benefit regulated customers in general. PNM and TNMP account for these reimbursements as offsets to utility plant additions based on the requirements of the NMPRC, FERC, and PUCT. Due to the PUCT’s regulatory treatment of CIAC reimbursements, TNMP also receives a financing component that is recognized as other income on the Consolidated Statements of Earnings. Under the NMPRC regulatory treatment, PNM typically does not receive a financing component.
Depreciation and Amortization
PNM’s provision for depreciation and amortization of utility plant, other than nuclear fuel, is based upon straight-line rates approved by the NMPRC and FERC. Amortization of nuclear fuel is based on units-of-production. TNMP’s provision for depreciation and amortization of utility plant is based upon straight-line rates approved by the PUCT. Depreciation and amortization of non-utility property, including right-of-use assets for finance leases as discussed in Note 8, is computed based on the straight-line method. The provision for depreciation of certain equipment is allocated between operating expenses and construction projects based on the use of the equipment. Average straight-line rates used were as follows:
| | | | | | | | | | | | | | | | | |
| Year ended December 31, |
| 2021 | | 2020 | | 2019 |
| PNM | | | | | |
| Electric plant | 2.48 | % | | 2.47 | % | | 2.47 | % |
| Common, intangible, and general plant | 7.91 | % | | 7.65 | % | | 7.91 | % |
| TNMP | 3.88 | % | | 3.95 | % | | 4.04 | % |
Allowance for Funds Used During Construction
As provided by the FERC uniform systems of accounts, AFUDC is charged to regulated utility plant for construction projects. This allowance is designed to enable a utility to capitalize financing costs during periods of construction of property
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
subject to rate regulation. It represents the cost of borrowed funds (allowance for borrowed funds used during construction or “debt AFUDC”) and a return on other funds (allowance for equity funds used during construction or “equity AFUDC”). The debt AFUDC is recorded in interest charges and the equity AFUDC is recorded in other income on the Consolidated Statements of Earnings.
For the years ended December 31, 2021, 2020, and 2019, PNM recorded $3.4 million, $3.0 million, and $5.0 million of debt AFUDC at annual rates of 1.70%, 2.40%, and 2.99% and $9.9 million, $7.0 million, and $6.7 million of equity AFUDC at annual rates of 4.94%, 3.42%, and 3.95%. For the years ended December 31, 2021, 2020, and 2019, TNMP recorded $1.6 million, $2.1 million, and $2.4 million of debt AFUDC at rates of 1.80%, 2.20%, and 3.23% and $3.3 million, $4.3 million, and $2.8 million of equity AFUDC at rates of 3.67%, 4.42%, and 3.78%.
Materials, Supplies, and Fuel Stock
Materials and supplies relate to transmission, distribution, and generating assets. Materials and supplies are charged to inventory when purchased and are expensed or capitalized as appropriate when issued. Materials and supplies are valued using an average costing method. Coal is valued using a rolling weighted average costing method that is updated based on the current period cost per ton. Periodic aerial surveys are performed on the coal piles and adjustments are made. Average cost is equal to net realizable value under the ratemaking process.
Inventories consisted of the following at December 31:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | PNMR | | PNM | | TNMP |
| | 2021 | | 2020 | | 2021 | | 2020 | | 2021 | | 2020 |
| | (In thousands) |
| Coal | $ | 2,973 | | | $ | 12,012 | | | $ | 2,973 | | | $ | 12,012 | | | $ | — | | | $ | — | |
| Materials and supplies | 62,088 | | | 54,405 | | | 54,969 | | | 48,460 | | | 7,119 | | | 5,945 | |
| $ | 65,061 | | | $ | 66,417 | | | $ | 57,942 | | | $ | 60,472 | | | $ | 7,119 | | | $ | 5,945 | |
Investments
PNM holds investment securities in the NDT for the purpose of funding its share of the decommissioning costs of PVNGS and trusts for PNM’s share of final reclamation costs related to the coal mines serving SJGS and Four Corners (Note 16). Investments (both equity and available-for-sale debt securities) are measured at fair market value on a quarterly basis with changes in fair value for equity securities recognized in earnings for that period. Since third party investment managers have sole discretion over the purchase and sale of the securities, PNM records a realized loss as an impairment for any available-for-sale debt security that has a market value which is less than cost at the end of each quarter. For the years ended December 31, 2021, 2020 and 2019, PNM recorded impairment losses on the available-for-sale debt securities of $(0.7) million, $3.2 million and $5.7 million. No gains or losses are deferred as regulatory assets or liabilities. See Notes 3 and 9. All investments are held in PNM’s name and are in the custody of major financial institutions. The specific identification method is used to determine the cost of securities disposed of, with realized gains and losses reflected in other income and deductions.
PNM records a realized loss as an impairment for any available-for-sale debt security that has a fair value that is less than its carrying value. As a result, the Company has no available-for-sale debt securities for which carrying value exceeds fair value and there are no impairments considered to be “other than temporary” that are included in AOCI and not recognized in earnings. All gains and losses resulting from sales and changes in the fair value of equity securities are recognized immediately in earnings.
Equity Method Investment
PNMR accounts for its investment in NMRD using the equity method of accounting because PNMR’s ownership interest results in significant influence, but not control, over NMRD and its operations. PNMR records as income its percentage share of earnings or loss of NMRD and carries its investment at cost, adjusted for its share of undistributed earnings or losses. See Note 21.
Goodwill
The Company does not amortize goodwill. Goodwill is evaluated for impairment annually, or more frequently if events and circumstances indicate that the goodwill might be impaired. See Note 19.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Asset Impairment
Tangible long-lived assets and right-of-use assets associated with leases are evaluated in relation to the estimated future undiscounted cash flows to assess recoverability when events and circumstances indicate that the assets might be impaired. See Note 16.
Revenue Recognition
See Note 4 for a discussion of electric operating revenues.
Accounts Receivable and Allowance for Credit Losses
See Note 4 for a discussion of accounts receivable and the allowance for credit losses.
Amortization of Debt Acquisition Costs
Discount, premium, and expense related to the issuance of long-term debt are amortized over the lives of the respective issues. Gains and losses incurred upon the early retirement of long-term debt are recognized in other income or other deductions, except for amounts recoverable through NMPRC, FERC, or PUCT regulation, which are recorded as regulatory assets or liabilities and amortized over the lives of the respective issues. Unamortized premium, discount, and expense related to long-term debt are reflected as part of the related liability on the Consolidated Balance Sheets.
Derivatives
The Company records derivative instruments, including energy contracts, on the balance sheet as either an asset or liability measured at their fair value. Changes in the derivatives’ fair value are recognized in earnings unless specific hedge accounting criteria are met. PNM also records certain commodity derivative transactions recoverable through NMPRC regulation as regulatory assets or liabilities. See Note 9.
The Company treats all forward commodity purchases and sales contracts subject to unplanned netting or “book-out” by the transmission provider as derivative instruments subject to mark-to-market accounting. GAAP provides guidance on whether realized gains and losses on derivative contracts not held for trading purposes should be reported on a net or gross basis and concludes such classification is a matter of judgment that depends on the relevant facts and circumstances. See Note 4.
Decommissioning and Reclamation Costs
PNM is only required to recognize and measure decommissioning liabilities for tangible long-lived assets for which a legal obligation exists. Nuclear decommissioning costs and related accruals are based on periodic site-specific estimates of the costs for removing all radioactive and other structures at PVNGS and are dependent upon numerous assumptions, including estimates of future decommissioning costs at current price levels, inflation rates, and discount rates. PNM’s accruals for PVNGS Units 1, 2, and 3, including portions held under leases, have been made based on such estimates, the guidelines of the NRC, and the PVNGS license periods. See Note 17 for information concerning the treatment of nuclear decommissioning costs for certain purchased and leased portions of PVNGS in the NMPRC’s order in PNM’s NM 2015 Rate Case and the NM Supreme Court’s decision on PNM’s appeal of that order.
In connection with both the SJGS and Four Corners coal supply agreements, the owners are required to reimburse the mining companies for the cost of contemporaneous reclamation, as well as the costs for final reclamation of the coal mines. The reclamation costs are based on periodic site-specific studies that estimate the costs to be incurred in the future and are dependent upon numerous assumptions, including estimates of future reclamation costs at current price levels, inflation rates, and discount rates. PNM considers the contemporaneous reclamation costs part of the cost of its delivered coal costs. See Note 16 for a discussion of reclamation costs.
Environmental Costs
The normal operations of the Company involve activities and substances that expose the Company to potential liabilities under laws and regulations protecting the environment. Liabilities under these laws and regulations can be material
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
and may be imposed without regard to fault, or may be imposed for past acts, even though the past acts may have been lawful at the time they occurred.
The Company records its environmental liabilities when site assessments or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. The Company reviews its sites and measures the liability by assessing a range of reasonably likely costs for each identified site using currently available information and the probable level of involvement and financial condition of other potentially responsible parties. These estimates are based on assumptions regarding the costs for site investigations, remediation, operations and maintenance, monitoring, and site closure. The ultimate cost to clean up the Company’s identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process. Amounts recorded for environmental expense in the years ended December 31, 2021, 2020, and 2019, as well as the amounts of environmental liabilities at December 31, 2021 and 2020 were insignificant.
Pension and Other Postretirement Benefits
See Note 11 for a discussion of pension and postretirement benefits expense, including a discussion of the actuarial assumptions.
Stock-Based Compensation
See Note 12 for a discussion of stock-based compensation expense.
Income Taxes
Income taxes are recognized using the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying value of existing assets and liabilities and their respective tax basis. All deferred taxes are reflected as non-current on the Consolidated Balance Sheets. Current NMPRC, FERC, and PUCT approved rates include the tax effects of the majority of these differences. Rate-regulated enterprises are required to record deferred income taxes for temporary differences accorded flow-through treatment at the direction of a regulatory commission. The resulting deferred tax assets and liabilities are recorded based on the expected cash flow to be reflected in future rates. Because the NMPRC, FERC, and the PUCT have consistently permitted the recovery of tax effects previously flowed-through earnings, the Company has established regulatory assets and liabilities offsetting such deferred tax assets and liabilities. The Company recognizes only the impact of tax positions that, based on their merits, are more likely than not to be sustained upon an IRS audit. The Company defers investment tax credits and amortizes them over the estimated useful lives of the assets. See Note 18 for additional information, including a discussion of the impacts of the Tax Act.
The Company makes an estimate of its anticipated effective tax rate for the year as of the end of each quarterly period within its fiscal year. In interim periods, income tax expense is calculated by applying the anticipated annual effective tax rate to year-to-date earnings before taxes. Certain unusual or infrequently occurring items, as well as adjustments due to enactment of new tax laws, have been excluded from the estimated annual effective tax rate calculation.
Lease Commitments
See Note 8 for a discussion of lease commitments.
(2)Segment Information
The following segment presentation is based on the methodology that management uses for making operating decisions and assessing performance of its various business activities. A reconciliation of the segment presentation to the GAAP financial statements is provided.
PNM
PNM includes the retail electric utility operations of PNM that are subject to traditional rate regulation by the NMPRC. PNM provides integrated electricity services that include the generation, transmission, and distribution of electricity for retail electric customers in New Mexico. PNM also includes the generation and sale of electricity into the wholesale market, as well as providing transmission services to third parties. The sale of electricity includes the asset optimization of PNM’s
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
jurisdictional capacity as well as the capacity excluded from retail rates. FERC has jurisdiction over wholesale power and transmission rates.
TNMP
TNMP is an electric utility providing services in Texas under the TECA. TNMP’s operations are subject to traditional rate regulation by the PUCT. TNMP provides transmission and distribution services at regulated rates to various REPs that, in turn, provide retail electric service to consumers within TNMP’s service area. TNMP also provides transmission services at regulated rates to other utilities that interconnect with TNMP’s facilities.
Corporate and Other
The Corporate and Other segment includes PNMR holding company activities, primarily related to corporate level debt and PNMR Services Company. The activities of PNMR Development, NM Capital, and the equity method investment in NMRD are also included in Corporate and Other. Eliminations of intercompany income and expense transactions are reflected in the Corporate and Other segment.
PNMR SEGMENT INFORMATION
The following tables present summarized financial information for PNMR by segment. PNM and TNMP each operate in only one segment. Therefore, tabular segment information is not presented for PNM and TNMP.
| | | | | | | | | | | | | | | | | | | | | | | |
| 2021 | PNM | | TNMP | | Corporate
and Other | | PNMR Consolidated |
| | (In thousands) |
| Electric operating revenues | $ | 1,362,020 | | | $ | 417,853 | | | $ | — | | | $ | 1,779,873 | |
| | | | | | | |
| | | | | | | |
| Cost of energy | 531,786 | | | 113,067 | | | — | | | 644,853 | |
| Utility margin | 830,234 | | | 304,786 | | | — | | | 1,135,020 | |
| Other operating expenses | 438,372 | | | 114,228 | | | (9,840) | | | 542,760 | |
| Depreciation and amortization | 170,365 | | | 90,440 | | | 23,302 | | | 284,107 | |
| Operating income (loss) | 221,497 | | | 100,118 | | | (13,462) | | | 308,153 | |
| Interest income | 14,605 | | | — | | | 57 | | | 14,662 | |
| Other income (deductions) | 13,809 | | | 5,408 | | | (726) | | | 18,491 | |
| Interest charges | (51,360) | | | (33,735) | | | (11,782) | | | (96,877) | |
| Segment earnings (loss) before income taxes | 198,551 | | | 71,791 | | | (25,913) | | | 244,429 | |
| Income taxes (benefit) | 26,992 | | | 7,912 | | | (2,322) | | | 32,582 | |
Segment earnings (loss) | 171,559 | | | 63,879 | | | (23,591) | | | 211,847 | |
| Valencia non-controlling interest | (15,490) | | | — | | | — | | | (15,490) | |
| Subsidiary preferred stock dividends | (528) | | | — | | | — | | | (528) | |
Segment earnings (loss) attributable to PNMR | $ | 155,541 | | | $ | 63,879 | | | $ | (23,591) | | | $ | 195,829 | |
| | | | | | | |
| | | | | | | |
| At December 31, 2021: | | | | | | | |
| Total Assets | $ | 6,060,133 | | | $ | 2,364,772 | | | $ | 241,980 | | | $ | 8,666,885 | |
| Goodwill | $ | 51,632 | | | $ | 226,665 | | | $ | — | | | $ | 278,297 | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
| | | | | | | | | | | | | | | | | | | | | | | |
| 2020 | PNM | | TNMP | | Corporate
and Other | | PNMR Consolidated |
| | (In thousands) |
| Electric operating revenues | $ | 1,139,834 | | | $ | 383,178 | | | $ | — | | | $ | 1,523,012 | |
| | | | | | | |
| | | | | | | |
| Cost of energy | 345,167 | | | 102,074 | | | — | | | 447,241 | |
| Utility margin | 794,667 | | | 281,104 | | | — | | | 1,075,771 | |
| Other operating expenses | 414,445 | | | 104,852 | | | (4,419) | | | 514,878 | |
| Depreciation and amortization | 165,325 | | | 87,799 | | | 22,488 | | | 275,612 | |
| Operating income | 214,897 | | | 88,453 | | | (18,069) | | | 285,281 | |
| Interest income (loss) | 14,469 | | | — | | | (246) | | | 14,223 | |
| Other income (deductions) | 17,120 | | | 6,828 | | | (1,108) | | | 22,840 | |
| Interest charges | (64,615) | | | (30,388) | | | (19,389) | | | (114,392) | |
| Segment earnings (loss) before income taxes | 181,871 | | | 64,893 | | | (38,812) | | | 207,952 | |
| Income taxes (benefit) | 21,857 | | | 6,308 | | | (7,529) | | | 20,636 | |
Segment earnings (loss) | 160,014 | | | 58,585 | | | (31,283) | | | 187,316 | |
| Valencia non-controlling interest | (14,013) | | | — | | | — | | | (14,013) | |
| Subsidiary preferred stock dividends | (528) | | | — | | | — | | | (528) | |
Segment earnings (loss) attributable to PNMR | $ | 145,473 | | | $ | 58,585 | | | $ | (31,283) | | | $ | 172,775 | |
| | | | | | | |
| | | | | | | |
| At December 31, 2020: | | | | | | | |
| Total Assets | $ | 5,581,033 | | | $ | 2,132,580 | | | $ | 226,241 | | | $ | 7,939,854 | |
| Goodwill | $ | 51,632 | | | $ | 226,665 | | | $ | — | | | $ | 278,297 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
| 2019 | PNM | | TNMP | | | | Corporate
and Other | | PNMR Consolidated |
| | (In thousands) |
| | | | | | | | | |
| | | | | | | | | |
| | | | | | | | | |
| Electric operating revenues | $ | 1,093,822 | | | $ | 363,781 | | | | | $ | — | | | $ | 1,457,603 | |
| Cost of energy | 317,725 | | | 95,087 | | | | | — | | | 412,812 | |
| Utility margin | 776,097 | | | 268,694 | | | | | — | | | 1,044,791 | |
| Other operating expenses | 554,661 | | | 98,621 | | | | | (20,499) | | | 632,783 | |
| Depreciation and amortization | 160,368 | | | 84,259 | | | | | 23,181 | | | 267,808 | |
| Operating income (loss) | 61,068 | | | 85,814 | | | | | (2,682) | | | 144,200 | |
| Interest income (loss) | 14,303 | | | — | | | | | (281) | | | 14,022 | |
| | | | | | | | | |
| Other income (deductions) | 26,989 | | | 4,131 | | | | | (1,477) | | | 29,643 | |
| Interest charges | (72,900) | | | (29,100) | | | | | (19,016) | | | (121,016) | |
| Segment earnings (loss) before income taxes | 29,460 | | | 60,845 | | | | | (23,456) | | | 66,849 | |
| Income taxes (benefit) | (25,962) | | | 5,046 | | | | | (4,366) | | | (25,282) | |
Segment earnings (loss) | 55,422 | | | 55,799 | | | | | (19,090) | | | 92,131 | |
| Valencia non-controlling interest | (14,241) | | | — | | | | | — | | | (14,241) | |
| Subsidiary preferred stock dividends | (528) | | | — | | | | | — | | | (528) | |
Segment earnings (loss) attributable to PNMR | $ | 40,653 | | | $ | 55,799 | | | | | $ | (19,090) | | | $ | 77,362 | |
| | | | | | | | | |
| | | | | | | | | |
| At December 31, 2019: | | | | | | | | | |
| Total Assets | $ | 5,242,991 | | | $ | 1,860,439 | | | | | $ | 195,344 | | | $ | 7,298,774 | |
| Goodwill | $ | 51,632 | | | $ | 226,665 | | | | | $ | — | | | $ | 278,297 | |
The Company defines utility margin as electric operating revenues less cost of energy. Cost of energy consists primarily of fuel and purchase power costs for PNM and costs charged by third-party transmission providers for TNMP. The Company believes that utility margin provides a more meaningful basis for evaluating operations than electric operating revenues since substantially all such costs are offset in revenues as fuel and purchase power costs are passed through to customers under PNM’s FPPAC and third-party transmission costs are passed on to customers through TNMP’s transmission cost recovery factor. Utility margin is not a financial measure required to be presented under GAAP and is considered a non-GAAP measure.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Major Customers
No individual customer accounted for more than 10% of the electric operating revenues of PNMR or PNM during the years ended December 31, 2021, 2020 or 2019. Three REPs accounted for more than 10% of the electric operating revenues of TNMP, as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| 2021 | | 2020 | | 2019 |
| REP A | 23 | % | | 21 | % | | 22 | % |
| REP B | 19 | % | | 18 | % | | 17 | % |
| REP C | 10 | % | | 11 | % | | 12 | % |
(3)Accumulated Other Comprehensive Income (Loss)
AOCI reports a measure for accumulated changes in equity that result from transactions and other economic events other than transactions with shareholders. Information regarding AOCI is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Accumulated Other Comprehensive Income (Loss) |
| PNM | | | | PNMR |
| Unrealized Gains on Available-for-Sale Securities | | Pension
Liability
Adjustment | | Total | | | | Fair Value Adjustment for Cash Flow Hedges | | Total |
| | (In thousands) |
| | | | | | | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Balance at December 31, 2018 | $ | 1,939 | | | $ | (112,361) | | | $ | (110,422) | | | | | $ | 1,738 | | | $ | (108,684) | |
Amounts reclassified from AOCI (pre-tax) | (14,063) | | | 7,404 | | | (6,659) | | | | | 733 | | | (5,926) | |
Income tax impact of amounts reclassified | 3,572 | | | (1,880) | | | 1,692 | | | | | (186) | | | 1,506 | |
Other OCI changes (pre-tax) | 25,724 | | | (3,829) | | | 21,895 | | | | | (3,495) | | | 18,400 | |
Income tax impact of other OCI changes | (6,534) | | | 973 | | | (5,561) | | | | | 888 | | | (4,673) | |
Net after-tax change | 8,699 | | | 2,668 | | | 11,367 | | | | | (2,060) | | | 9,307 | |
| | | | | | | | | | | |
| Balance at December 31, 2019 | 10,638 | | | (109,693) | | | (99,055) | | | | | (322) | | | (99,377) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Amounts reclassified from AOCI (pre-tax) | (9,497) | | | 8,300 | | | (1,197) | | | | | (1,740) | | | (2,937) | |
Income tax impact of amounts reclassified | 2,412 | | | (2,108) | | | 304 | | | | | 442 | | | 746 | |
Other OCI changes (pre-tax) | 22,586 | | | 6,149 | | | 28,735 | | | | | 1,271 | | | 30,006 | |
Income tax impact of other OCI changes | (5,736) | | | (1,562) | | | (7,298) | | | | | (323) | | | (7,621) | |
Net after-tax change | 9,765 | | | 10,779 | | | 20,544 | | | | | (350) | | | 20,194 | |
| | | | | | | | | | | |
| Balance at December 31, 2020 | 20,403 | | | (98,914) | | | (78,511) | | | | | (672) | | | (79,183) | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Amounts reclassified from AOCI (pre-tax) | (9,765) | | | 8,348 | | | (1,417) | | | | | (903) | | | (2,320) | |
Income tax impact of amounts reclassified | 2,480 | | | (2,120) | | | 360 | | | | | 229 | | | 589 | |
Other OCI changes (pre-tax) | (1,881) | | | 12,111 | | | 10,230 | | | | | 1,804 | | | 12,034 | |
Income tax impact of other OCI changes | 478 | | | (3,076) | | | (2,598) | | | | | (458) | | | (3,056) | |
Net after-tax change | (8,688) | | | 15,263 | | | 6,575 | | | | | 672 | | | 7,247 | |
| | | | | | | | | | | |
| Balance at December 31, 2021 | $ | 11,715 | | | $ | (83,651) | | | $ | (71,936) | | | | | $ | — | | | $ | (71,936) | |
The Consolidated Statements of Earnings include pre-tax amounts reclassified from AOCI related to Unrealized Gains on Available-for-Sale Debt Securities in gains (losses) on investment securities, related to Pension Liability Adjustment in other (deductions), and related to Fair Value Adjustment for Cash Flow Hedges in interest charges. The income tax impacts of all amounts reclassified from AOCI are included in income taxes in the Consolidated Statements of Earnings.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
(4) Electric Operating Revenues
Accounts Receivable and Allowance for Credit Losses
Accounts receivable consists primarily of trade receivables from customers. In the normal course of business, credit is extended to customers on a short-term basis. The Company estimates the allowance for credit losses on trade receivables based on historical experience and estimated default rates. Accounts receivable balances are reviewed monthly, adjustments to the allowance for credit losses are made as necessary and amounts that are deemed uncollectible are written off.
As a result of the economic conditions resulting from the COVID-19 pandemic, PNM updated its allowance for accounts receivable balances and recorded incremental credit losses of $(1.1) million and $6.8 million in the years ended December 31, 2021 and 2020. The NMPRC issued an order authorizing all public utilities to create a regulatory asset to defer incremental costs related to COVID-19, including increases in uncollectible accounts. See discussion regarding regulatory treatment in Note 17.
In addition to the allowance for credit losses on trade receivables, the Company has evaluated other receivables for potential credit related losses. These balances include potential exposures for other non-retail utility services. In the years ended December 31, 2021 and 2020, PNM recorded $1.0 million and zero in estimated credit losses related to these transactions.
In February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. During the weather event, generators experienced an extreme spike in market driven fuel prices and in turn charged REPs excessive market driven power prices which eventually get passed to end users on their electricity bill. Given the uncertainty of the collectability of end users' bills by REPs, ERCOT also increased the collateral required by REPs in order to do business within ERCOT's Balancing Authority. TNMP has deferred bad debt expense (credit losses) from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021 and will seek recovery in a general rate case.
Revenue Recognition
Electric operating revenues are recorded in the period of energy delivery, which includes estimated amounts for service rendered but unbilled at the end of each accounting period. The determination of the energy sales billed to individual customers is based on the reading of their meters, which occurs on a systematic basis throughout the month. At the end of each month, amounts of energy delivered to customers since the date of the last meter reading and the corresponding unbilled revenue are estimated. Unbilled electric revenue is estimated based on daily generation volumes, estimated customer usage by class, line losses, historical trends and experience, applicable customer rates or by using AMS data where available. Amounts billed are generally due within the next month. The Company does not incur incremental costs to obtain contracts for its energy services.
PNM’s wholesale electricity sales are recorded as electric operating revenues and wholesale electricity purchases are recorded as costs of energy sold. Derivative contracts that are subject to unplanned netting are recorded net in earnings. A “book-out” is the planned or unplanned netting of off-setting purchase and sale transactions. A book-out is a transmission mechanism to reduce congestion on the transmission system or administrative burden. For accounting purposes, a book-out is the recording of net revenues upon the settlement of a derivative contract.
Unrealized gains and losses on derivative contracts that are not designated for hedge accounting are classified as economic hedges. Economic hedges are defined as derivative instruments, including long-term power and fuel supply agreements, used to hedge generation assets and purchased power costs. Changes in the fair value of economic hedges are reflected in results of operations, with changes related to economic hedges on sales included in operating revenues and changes related to economic hedges on purchases included in cost of energy sold. See Note 9.
The Company has collaborative arrangements related to its interest in SJGS, Four Corners, PVNGS, and Luna. The Company has determined that during the years ended December 31, 2021, 2020, and 2019 none of the joint owners in its collaborative arrangements were customers under Topic 606. The Company will continue to evaluate transactions between collaborative arrangement participants in future periods under the revenue requirements.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNM and TNMP recognize revenue as they satisfy performance obligations, which typically occurs as the customer or end-user consumes the electric service provided. Electric services are typically for a bundle of services that are distinct and transferred to the end-user in one performance obligation measured by KWh or KW. Electric operating revenues are recorded in the period of energy delivery, including estimated unbilled amounts. The Company has elected to exclude all sales and similar taxes from revenue.
Revenue from contracts with customers is recorded based upon the total authorized tariff price at the time electric service is rendered, including amounts billed under arrangements qualifying as an Alternative Revenue Program (“ARP”). ARP arrangements are agreements between PNM or TNMP and its regulator that allow PNM or TNMP to adjust future rates in response to past activities or completed events, if certain criteria are met. ARP revenues are required to be reported separately from contracts with customers. ARP revenues in a given period include the recognition of “originating” ARP revenues (i.e. when the regulator-specific conditions are met) in the period, offset by the reversal of ARP revenues when billed to customers.
Sources of Revenue
Additional information about the nature of revenues is provided below. Additional information about matters affecting PNM’s and TNMP’s regulated revenues is provided in Note 17.
Revenue from Contracts with Customers
PNM
NMPRC Regulated Retail Electric Service – PNM provides electric generation, transmission, and distribution service to its rate-regulated customers in New Mexico. PNM’s retail electric service territory covers a large area of north central New Mexico, including the cities of Albuquerque, Rio Rancho, and Santa Fe, and certain areas of southern New Mexico. Customer rates for retail electric service are set by the NMPRC and revenue is recognized as energy is delivered to the customer. PNM invoices customers on a monthly basis for electric service and generally collects billed amounts within one month.
Transmission Service to Third Parties – PNM owns transmission lines that are interconnected with other utilities in New Mexico, Texas, Arizona, Colorado, and Utah. Transmission customers receive service for the transmission of energy owned by the customer utilizing PNM’s transmission facilities. Customers generally receive transmission services, which are regulated by FERC, from PNM through PNM’s Open Access Transmission Tariff (“OATT”) or a specific contract. Customers are billed based on capacity and energy components on a monthly basis.
Miscellaneous – Beginning on January 1, 2018, PNM acquired a 65 MW interest in SJGS Unit 4, which is held as merchant plant as ordered by the NMPRC. PNM sells power from 36 MW of this capacity to a third party at a fixed price that is recorded as revenue from contracts with customers. PNM is obligated to deliver power under this arrangement only when SJGS Unit 4 is operating. Other market sales from this 65 MW interest are recorded in other electric operating revenues.
TNMP
PUCT Regulated Retail Electric Service – TNMP provides transmission and distribution services in Texas under the provisions of TECA and the Texas Public Utility Regulatory Act. TNMP is subject to traditional cost-of-service regulation with respect to rates and service under the jurisdiction of the PUCT and certain municipalities. TNMP’s transmission and distribution activities are solely within ERCOT and not subject to traditional rate regulation by FERC. TNMP provides transmission and distribution services at regulated rates to various REPs that, in turn, provide retail electric service to consumers within TNMP’s service territory. Revenue is recognized as energy is delivered to the consumer. TNMP invoices REPs on a monthly basis and is generally paid within a month.
TCOS – TNMP is a transmission service provider that is allowed to recover its TCOS through a network transmission rate that is approved by the PUCT. TCOS customers are other utilities that receive service for the transmission of energy owned by the customer utilizing TNMP’s transmission facilities.
Alternative Revenue Programs
The Company defers certain costs and records certain liabilities pursuant to the rate actions of the NMPRC, PUCT, and FERC. ARP revenues, which are discussed above, include recovery or refund provisions under PNM’s renewable energy rider and true-ups to PNM’s formula transmission rates; TNMP’s AMS surcharge, transmission cost recovery factor, and the impacts
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
of the PUCT’s January 25, 2018 order regarding the change in the federal corporate income tax rate; and the energy efficiency incentive bonus at both PNM and TNMP. Regulatory assets and liabilities are recognized for the difference between ARP revenues and amounts billed under those programs. Regulatory assets and liabilities are amortized into earnings as amounts are billed. As discussed in Note 17, TNMP’s 2018 Rate Case integrated AMS costs into base rates beginning January 1, 2019. These costs are being amortized into earnings as alternative revenues over a period of five years.
Other Electric Operating Revenues
Other electric operating revenues consist primarily of PNM’s sales for resale meeting the definition of a derivative. Derivatives are not considered revenue from contracts with customers. PNM engages in activities meeting the definition of derivatives to optimize its existing jurisdictional assets and long-term power agreements through spot market, hour-ahead, day-ahead, week-ahead, month-ahead, and other sales of excess generation not required to fulfill retail load and contractual commitments. PNM also began participating in the EIM in 2021. The EIM is a real-time wholesale energy trading market operated by the CAISO that enables participating electric utilities to buy and sell energy. The NMPRC granted PNM authority to seek recovery of costs associated with joining the EIM in a future general rate case and to pass the benefits of participating in EIM to customers through the FPPAC. See Note 17.
Disaggregation of Revenues
A disaggregation of revenues from contracts with customers by the type of customer is presented in the table below. The table also reflects ARP revenues and other revenues.
| | | | | | | | | | | | | | | | | | | | |
| | PNM | | TNMP | | PNMR Consolidated |
| Year Ended December 31, 2021 | | (In thousands) |
| Electric Operating Revenues: | | | | | | |
| Contracts with customers: | | | | | | |
| Retail electric revenue | | | | | | |
| Residential | | $ | 484,720 | | | $ | 158,796 | | | $ | 643,516 | |
| Commercial | | 419,251 | | | 125,536 | | | 544,787 | |
| Industrial | | 88,479 | | | 29,089 | | | 117,568 | |
| Public authority | | 22,720 | | | 6,142 | | | 28,862 | |
| Economy energy service | | 35,220 | | | — | | | 35,220 | |
| Transmission | | 87,880 | | | 94,152 | | | 182,032 | |
| Miscellaneous | | 13,626 | | | 3,794 | | | 17,420 | |
Total revenues from contracts with customers | | 1,151,896 | | | 417,509 | | | 1,569,405 | |
| Alternative revenue programs | | (4,108) | | | 344 | | | (3,764) | |
| Other electric operating revenues | | 214,232 | | | — | | | 214,232 | |
Total Electric Operating Revenues | | $ | 1,362,020 | | | $ | 417,853 | | | $ | 1,779,873 | |
| | | | | | |
| Year Ended December 31, 2020 | | | | | | |
| Electric Operating Revenues: | | | | | | |
| Contracts with customers: | | | | | | |
| Retail electric revenue | | | | | | |
| Residential | | $ | 482,852 | | | $ | 158,066 | | | $ | 640,918 | |
| Commercial | | 392,257 | | | 118,243 | | | 510,500 | |
| Industrial | | 90,845 | | | 27,367 | | | 118,212 | |
| Public authority | | 23,126 | | | 5,853 | | | 28,979 | |
| Economy energy service | | 15,911 | | | — | | | 15,911 | |
| Transmission | | 59,856 | | | 78,374 | | | 138,230 | |
| Miscellaneous | | 13,311 | | | 3,738 | | | 17,049 | |
Total revenues from contracts with customers | | 1,078,158 | | | 391,641 | | | 1,469,799 | |
| Alternative revenue programs | | (3,531) | | | (8,463) | | | (11,994) | |
| Other electric operating revenues | | 65,207 | | | — | | | 65,207 | |
Total Electric Operating Revenues | | $ | 1,139,834 | | | $ | 383,178 | | | $ | 1,523,012 | |
| | | | | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
| | | | | | | | | | | | | | | | | | | | |
| | | | | | |
| | PNM | | TNMP | | PNMR Consolidated |
| Year Ended December 31, 2019 | | (In thousands) |
| Electric Operating Revenues: | | | | | | |
| Contracts with customers: | | | | | | |
| Retail electric revenue | | | | | | |
| Residential | | $ | 427,883 | | | $ | 150,742 | | | $ | 578,625 | |
| Commercial | | 396,987 | | | 116,953 | | | 513,940 | |
| Industrial | | 69,601 | | | 22,405 | | | 92,006 | |
| Public authority | | 20,322 | | | 5,694 | | | 26,016 | |
| Economy energy service | | 25,757 | | | — | | | 25,757 | |
| Transmission | | 57,214 | | | 66,948 | | | 124,162 | |
| Miscellaneous | | 13,134 | | | 3,568 | | | 16,702 | |
Total revenues from contracts with customers | | 1,010,898 | | | 366,310 | | | 1,377,208 | |
| Alternative revenue programs | | 1,987 | | | (2,529) | | | (542) | |
| Other electric operating revenues | | 80,937 | | | — | | | 80,937 | |
Total Electric Operating Revenues | | $ | 1,093,822 | | | $ | 363,781 | | | $ | 1,457,603 | |
Contract Balances
Performance obligations related to contracts with customers are typically satisfied when the energy is delivered and the customer or end-user utilizes the energy. Accounts receivable from customers represent amounts billed, including amounts under ARP programs. For PNM, accounts receivable reflected on the Consolidated Balance Sheets, net of allowance for credit losses, includes $86.8 million and $86.2 million at December 31, 2021 and 2020 resulting from contracts with customers. All of TNMP’s accounts receivable results from contracts with customers.
Contract assets are an entity’s right to consideration in exchange for goods or services that the entity has transferred to a customer when that right is conditioned on something other than the passage of time (for example, the entity’s future performance). Upon the completion of the Western Spirit Line (Note 17), PNM entered into a TSA with Pattern Wind under an incremental tariff rate approved by FERC. The terms of the agreement provide for a financing component that benefits the customer. As such, the revenue that PNM recognizes will be in excess of the consideration received at the beginning of the service term resulting in a contract asset. As of December 31, 2021, the balance of the contract asset is $0.6 million and is presented in Other deferred charges on the Consolidated Balance Sheet. The Company had no contract assets as of December 31, 2020.
Contract liabilities arise when consideration is received in advance from a customer before satisfying the performance obligations. Therefore, revenue is deferred and not recognized until the obligation is satisfied. Under its OATT, PNM accepts upfront consideration for capacity reservations requested by transmission customers, which requires PNM to defer the customer’s transmission capacity rights for a specific period of time. PNM recognizes the revenue of these capacity reservations over the period it defers the customer’s capacity rights. Other utilities pay PNM and TNMP in advance for the joint-use of their utility poles. These revenues are recognized over the period of time specified in the joint-use contract, typically for one calendar year. Deferred revenues on these arrangements are recorded as contract liabilities. PNMR’s, PNM’s, and TNMP’s contract liabilities and related revenues are insignificant for all periods presented. The Company has no other arrangements with remaining performance obligations to which a portion of the transaction price would be required to be allocated.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
(5)Earnings and Dividends Per Share
Dual presentation of basic and diluted earnings per share has been presented in the Consolidated Statements of Earnings of PNMR. Information regarding the computation of earnings per share and dividends per share is as follows:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands, except per share amounts) |
| Net Earnings Attributable to PNMR | $ | 195,829 | | | $ | 172,775 | | | $ | 77,362 | |
| Average Number of Common Shares: | | | | | |
| Outstanding during year | 85,835 | | | 79,941 | | | 79,654 | |
| Vested awards of restricted stock | 235 | | | 216 | | | 277 | |
| Average Shares – Basic | 86,070 | | | 80,157 | | | 79,931 | |
| Dilutive Effect of Common Stock Equivalents: | | | | | |
| PNMR 2020 Forward Equity Sale Agreements | — | | | 106 | | | — | |
| Stock options and restricted stock | 41 | | | 40 | | | 59 | |
| Average Shares – Diluted | 86,111 | | | 80,303 | | | 79,990 | |
| Net Earnings Attributable to PNMR Per Share of Common Stock: | | | | | |
| Basic | $ | 2.28 | | | $ | 2.16 | | | $ | 0.97 | |
| Diluted | $ | 2.27 | | | $ | 2.15 | | | $ | 0.97 | |
| Dividends Declared per Common Share | $ | 1.3300 | | | $ | 1.2500 | | | $ | 1.1775 | |
(6)Stockholders’ Equity
Common Stock and Equity Contributions
On December 15, 2020 PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share aggregating net proceeds of $283.1 million. In addition, PNMR recorded a net $0.1 million for equity issuance costs reimbursed by the lead underwriter. Following this settlement, no shares of PNMR’s common stock remain subject to future settlement under the PNMR 2020 Forward Equity Sale Agreements. See Note 7. PNMR, PNM, and TNMP did not issue any common stock during the year ended December 31, 2021. Neither PNM nor TNMP issued any common stock during the years ended December 31, 2020 and 2019. PNMR did not issue any common stock during the year ended December 31, 2019.
PNMR funded $53.0 million, $230.0 million, and zero of cash equity contributions to PNM in 2021, 2020, and 2019, respectively. PNMR also funded $52.0 million, $71.0 million, and $80.0 million of cash equity contributions to TNMP in 2021, 2020, and 2019, respectively.
PNMR offered shares of PNMR common stock through the PNMR Direct Plan. As required by the Merger Agreement, effective November 2, 2020, PNMR entered into the Second Amendment to the Third Amended and Restated PNM Resources, Inc. Direct Plan (the “PNMR Direct Plan”), which among other matters, terminated the right to purchase shares of PNMR common stock under the PNMR Direct Plan with respect to any cash dividends and optional cash investments not received by noon Eastern Time on November 17, 2020. No purchases of shares of PNMR common stock under the PNMR Direct Plan may occur after November 18, 2020. The shares of PNMR common stock utilized in the PNMR Direct Plan were offered under a SEC shelf registration statement that expired in March 2021.
Dividends on Common Stock
The declaration of common dividends by PNMR is dependent upon a number of factors, including the ability of PNMR’s subsidiaries to pay dividends. PNMR’s primary sources of dividends are its operating subsidiaries.
PNM declared and paid cash dividends to PNMR of $60.0 million, $40.7 million, and zero in 2021, 2020, and 2019. TNMP declared and paid cash dividends to PNMR of zero, $58.5 million, and $55.3 million in 2021, 2020, and 2019.
The NMPRC has placed certain restrictions on the ability of PNM to pay dividends to PNMR, including the restriction that PNM cannot pay dividends that cause its debt rating to fall below investment grade. The NMPRC provisions allow PNM to pay dividends, without prior NMPRC approval, from current earnings, which is determined on a rolling four quarter basis, or
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
from equity contributions previously made by PNMR. The Federal Power Act also imposes certain restrictions on dividends by public utilities, including that dividends cannot be paid from paid-in capital. Debt-to-capitalization ratio requirements, as discussed in Note 7, remain at less than or equal to 65% for PNM and TNMP and less than or equal to 70% for PNMR. These debt-to-capitalization ratio requirements could limit the amounts of dividends that could be paid. PNM also has other financial covenants that limit the transfer of assets, through dividends or other means, including a requirement to obtain the approval of certain financial counterparties to transfer more than five percent of PNM’s assets. As of December 31, 2021, none of the numerical tests would restrict the payment of dividends from the retained earnings of PNM or TNMP, and the 70% debt-to-capitalization covenant would restrict the payment of dividends by PNMR to $404.7 million.
In addition, the ability of PNMR to declare dividends is dependent upon the extent to which cash flows will support dividends, the availability of retained earnings, financial circumstances and performance, current and future regulatory decisions, Congressional and legislative acts, and economic conditions. Conditions imposed by the NMPRC or PUCT, future growth plans and related capital requirements, and business considerations may also affect PNMR’s ability to pay dividends.
Preferred Stock
PNM’s cumulative preferred shares outstanding bear dividends at 4.58% per annum. PNM preferred stock does not have a mandatory redemption requirement, but may be redeemed, at PNM’s option, at 102% of the stated value plus accrued dividends. The holders of the PNM preferred stock are entitled to payment before the holders of common stock in the event of any liquidation or dissolution or distribution of assets of PNM. In addition, PNM’s preferred stock is not entitled to a sinking fund and cannot be converted into any other class of stock of PNM.
PNMR and TNMP have no preferred stock outstanding. The authorized shares of PNMR and TNMP preferred stock are 10 million shares and 1 million shares, respectively.
(7)Financing
The Company’s financing strategy includes both short-term and long-term borrowings. The Company utilizes short-term revolving credit facilities, as well as cash flows from operations, to provide funds for both construction and operating expenditures. Depending on market and other conditions, the Company will periodically sell long-term debt or enter into term loan arrangements and use the proceeds to reduce borrowings under the revolving credit facilities or refinance other debt. Each of the Company’s revolving credit facilities, term loans, and other debt agreements contains a single financial covenant that requires the maintenance of a debt-to-capitalization ratio. For the PNMR agreements this ratio must be maintained at less than or equal to 70%, and for the PNM and TNMP agreements this ratio must be maintained at less than or equal to 65%. The Company’s revolving credit facilities, term loans, and other debt agreements generally also contain customary covenants, events of default, cross-default provisions, and change-of-control provisions.
PNM must obtain NMPRC approval for any financing transaction having a maturity of more than 18 months. In addition, PNM files its annual informational financing filing and short-term financing plan with the NMPRC.
Financing Activities
PNMR
At January 1, 2018, PNMR had outstanding letters of credit arrangements with JPMorgan Chase Bank N.A. (the “JPM LOC Facility”) under which letters of credit aggregating $30.3 million were issued to facilitate the posting of reclamation bonds, which SJCC was required to post in connection with permits relating to the operation of the San Juan mine. On March 15, 2019, WSJ LLC acquired the assets of SJCC following the bankruptcy of Westmoreland. WSJ LLC assumed all obligations of SJCC, including those under the letter of credit support agreements. See Note 16. In May 2020, JPMorgan Chase Bank N.A. gave notice that it would not extend the letters of credit beyond their October 21, 2020 expiration. In August 2020, PNMR entered into replacement letter of credit arrangements with Wells Fargo Bank, N.A. (the “WFB LOC Facility”) to replace the JPM LOC Facility. Letters of credit were issued under the WFB LOC Facility and exchanged for the letters of credit outstanding under the JPM LOC Facility prior to the expiration of the JPM LOC Facility. On October 21, 2020, the JPM LOC Facility expired according to its terms.
On December 31, 2019, PNMR had $50.0 million in borrowings under the PNMR 2018 Two-Year Term Loan. On December 21, 2020, the PNMR 2018 Two-Year Term Loan was repaid and terminated in accordance with its terms.
On January 7, 2020, PNMR entered into forward sale agreements with each of Citibank N.A., and Bank of America N.A., as forward purchasers and an underwriting agreement with Citigroup Global Markets Inc., and BofA Securities, Inc. as
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
representatives of the underwriters named therein, relating to an aggregate of approximately 6.2 million shares of PNMR common stock (including 0.8 million shares of PNMR common stock pursuant to the underwriters’ option to purchase additional shares) (the “PNMR 2020 Forward Equity Sale Agreements”). On January 8, 2020, the underwriters exercised in full their option to purchase the additional 0.8 million shares of PNMR common stock and PNMR entered into separate forward sales agreements with respect to the additional shares. The initial forward sale price of $47.21 per share is subject to adjustments based on a net interest rate factor and by expected future dividends paid on PNMR common stock as specified in the forward sale agreements. PNMR did not initially receive any proceeds upon the execution of these agreements and, except in certain specified circumstances, had the option to elect physical, cash, or net share settlement on or before the date that is 12 months from their effective dates.
On December 15, 2020 PNMR physically settled all shares under the PNMR 2020 Forward Equity Sale Agreements by issuing 6.2 million shares to the forward purchasers at a price of $45.805 per share aggregating net proceeds of $283.1 million. In addition, PNMR recorded a net $0.1 million for equity issuance costs reimbursed by the lead underwriter. Following this settlement, no shares of PNMR’s common stock remain subject to future settlement under the PNMR 2020 Forward Equity Sale Agreements. The PNMR 2020 Forward Equity Sale Agreements meet the derivative scope exception requirements for contracts involving an entity’s own equity. Until settlement of the forward sale agreements, PNMR’s EPS dilution resulting from the agreements, if any, was determined using the treasury stock method, which resulted in dilution during periods when the average market price of PNMR stock during the reporting period was higher than the applicable forward sales price as of the end of that period. See Note 5.
On December 31, 2020, PNMR had $300.0 million aggregate principal amount of 3.25% SUNs outstanding (the “PNMR 2018 SUNs”), which were set to mature on March 9, 2021. As discussed below, on March 9, 2021, PNMR utilized $220.0 million of capacity under the PNMR 2020 Delayed-Draw Term Loan as well as $80.0 million in borrowings under the PNMR Revolving Credit Facility to repay the PNMR 2018 SUNs.
On December 31, 2020, PNMR had $65.0 million outstanding under the PNMR Development Term Loan that was amended to reduce the balance from $90.0 million to $65.0 million. On May 18, 2021, the $65.0 million PNMR Development Term Loan was repaid using proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.
On December 31, 2020, PNMR had $150.0 million outstanding under the PNMR 2019 Term Loan that was set to mature on June 11, 2021. On May 18, 2021, the $150.0 million PNMR 2019 Term Loan was repaid using proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.
On December 21, 2020, PNMR entered into a $150.0 million term loan agreement (the “PNMR 2020 Term Loan”), between PNMR and U.S. Bank National Association, as sole lender. Proceeds from the PNMR 2020 Term Loan were used to repay the $50.0 million PNMR 2018 Two-Year Term Loan and for other corporate purposes. The PNMR 2020 Term Loan was set to mature on January 31, 2022. On May 18, 2021, the PNMR 2020 Term Loan was repaid with proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.
On December 22, 2020, PNMR entered into a $300.0 million delayed-draw term loan agreement (the “PNMR 2020 Delayed-Draw Term Loan”), among PNMR, the lenders party thereto, and MUFG Bank, Ltd., as administrative agent. Initially PNMR drew $80.0 million to refinance existing indebtedness and for other corporate purposes. PNMR used the remaining $220.0 million of capacity from the PNMR 2020 Delayed-Draw Term Loan to repay an equivalent amount of the PNMR 2018 SUNs. Draws on the PNMR 2020 Delayed-Draw Term Loan were set to mature on January 31, 2022. On May 18, 2021, the $300.0 million outstanding under the PNMR 2020 Delayed-Draw Term Loan was repaid with proceeds from the PNMR 2021 Delayed-Draw Term Loan discussed below.
On May 18, 2021, PNMR entered into the PNMR 2021 Delayed-Draw Term Loan, among PNMR, the lenders party thereto, and Wells Fargo Bank, N.A., as administrative agent. Initially PNMR drew $850.0 million to repay and terminate existing indebtedness, including the $150.0 million PNMR 2019 Term Loan, the $300.0 million PNMR 2020 Delayed-Draw Term Loan, the $150.0 million PNMR 2020 Term Loan, the $65.0 million PNMR Development Term Loan, and $40.0 million in borrowings under the PNMR Development Revolving Credit Facility. Additionally, PNMR repaid $92.1 million in borrowings under the PNMR Revolving Credit Facility. On December 2, 2021, PNMR drew an additional $50.0 million under the PNMR 2021 Delayed-Draw Term Loan. Draws on the PNMR 2021 Delayed-Draw Term Loan bear interest at a variable rate, which was 0.95% at December 31, 2021, and mature on May 18, 2023. On January 24, 2022, PNMR drew the remaining $100.0 million available under the PNMR 2021 Delayed-Draw Term Loan.
PNMR had an automatic shelf registration that provides for the issuance of various types of debt and equity securities that expired in March 2021.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNM
At January 1, 2019, PNM had a $200.0 million term loan agreement (the “PNM 2017 Term Loan”) between PNM and JPMorgan Chase Bank, N.A., as lender and administrative agent, and U.S. Bank National Association, as lender. The PNM 2017 Term Loan was repaid on January 18, 2019.
In 2018, PNMR Development deposited $68.2 million with PNM related to potential transmission network interconnections. PNM used the deposit to repay intercompany borrowings. PNM was required to pay interest to PNMR Development to the extent work under the interconnections has not been performed. The entire deposit of $68.2 million and accrued interest of $5.7 million was refunded in November 2019. The interconnection deposit and related refund is presented in financing activities and the interest payment is presented in operating activities on PNM’s Consolidated Statements of Cash Flows for the year ended December 31, 2019. During the year ended December 31, 2019 PNM recognized $3.3 million of interest expense under the agreement. All intercompany transactions related to this deposit have been eliminated on PNMR’s Consolidated Financial Statements.
On January 18, 2019, PNM entered into a $250.0 million term loan agreement (the “PNM 2019 $250.0 million Term Loan”) among PNM, the lenders party thereto, and U.S. Bank N.A., as administrative agent. PNM used the proceeds of the PNM 2019 $250.0 million Term Loan to repay the PNM 2017 Term Loan, to reduce short-term borrowings under the PNM Revolving Credit Facility, and for general corporate purposes. The PNM 2019 $250.0 million Term Loan was prepaid in April 2020 without penalty.
On December 18, 2019, PNM entered into a $40.0 million term loan agreement (the “PNM 2019 $40.0 million Term Loan”), between PNM and Bank of America, N.A. as sole lender and administrative agent. PNM used the proceeds of the PNM 2019 $40.0 million Term Loan to reduce short-term borrowings under the PNM Revolving Credit Facility and for general corporate purposes. On June 18, 2021, the $40.0 million PNM 2019 Term Loan was repaid using proceeds from the PNM 2021 Term Loan.
On April 15, 2020, PNM entered into a $250.0 million term loan agreement (the “PNM 2020 Term Loan”), between PNM, the lenders party thereto, and U.S. Bank N.A., as administrative agent. Proceeds from the PNM 2020 Term Loan were used to prepay the PNM 2019 $250.0 million Term Loan due July 2020, without penalty. As discussed below, on April 30, 2020, PNM used $100.0 million of proceeds from the PNM 2020 SUNs to prepay without penalty an equal amount of the PNM 2020 Term Loan. On December 21, 2020, PNM prepaid without penalty, the remaining $150.0 million balance of the PNM 2020 Term Loan.
On April 30, 2020, PNM entered into an agreement (the “PNM 2020 Note Purchase Agreement”) with institutional investors for the sale of $200.0 million aggregate principal amount of senior unsecured notes offered in private placement transactions. Under the agreement, PNM issued $150.0 million aggregate principal amount of its 3.21% senior unsecured notes, Series A, due April 30, 2030, and $50.0 million of its aggregate principal amount of its 3.57% senior unsecured notes, Series B, due April 29, 2039 (the “PNM 2020 SUNs”). The PNM 2020 SUNs were issued on April 30, 2020. PNM used $100.0 million of proceeds from the PNM 2020 SUNs to prepay, without penalty, an equal amount of the PNM 2020 Term Loan. The remaining $100.0 million of the PNM 2020 SUNs were used to repay borrowings on the PNM Revolving Credit Facility and for other corporate purposes. The PNM 2020 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM 2020 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM 2020 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM 2020 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
At December 31, 2019, PNM had three series of outstanding PCRBs aggregating $100.3 million, that were subject to mandatory tender on June 1, 2020. One series of $40.0 million had a final maturity of June 1, 2040 and two series of $39.3 million and $21.0 million had a final maturity of June 1, 2043. On June 1, 2020, PNM purchased these PCRBs utilizing borrowings under the PNM Revolving Credit Facility and converted the PCRBs to the weekly mode. PNM held these PCRBs (without legally canceling them) until July 1, 2020, when they were remarketed in the weekly mode (the “PNM Floating Rate PCRBs”) and PNM used the remarketing proceeds to repay the revolver borrowings. The PNM Floating Rate PCRBs bore interest at rates that were reset weekly, giving investors the option to return the PCRBs for remarketing to new investors upon 7 days' notice. On October 1, 2021, PNM converted the PNM Floating Rate PCRBs to a fixed rate period and successfully remarketed them to new investors (the “PNM 2021 Fixed Rate PCRBs”). The PNM 2021 Fixed Rate PCRBs now bear interest at 0.875% and are subject to mandatory tender on October 1, 2026.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
At December 31, 2019, PNM had PCRBs outstanding of $36.0 million at 6.25% issued by the Maricopa County, Arizona Pollution Control Corporation as well as $255.0 million at 5.90% and $11.5 million at 6.25% issued by the City of Farmington, New Mexico. The $36.0 million PCRBs became callable at 101% of par on January 1, 2020 and the remaining $266.5 million PCRBs became callable at par on June 1, 2020. On June 22, 2020, PNM provided notice to the bondholders that it was calling the PCRBs aggregating $302.5 million. On July 22, 2020, PNM purchased the PCRBs in lieu of redemption and remarketed them to new investors (the “PNM 2020 Fixed Rate PCRBs”).
On June 18, 2021, PNM entered into a $75.0 million term loan (the “PNM 2021 Term Loan”) between PNM and Bank of America, N.A., as lender. The PNM 2021 Term Loan was used to repay the PNM 2019 $40.0 million Term Loan and for other corporate purposes. The PNM 2021 Term Loan bears interest at a variable rate, which was 0.93% at December 31, 2021 and matures on December 18, 2022.
On July 14, 2021, PNM entered into the PNM 2021 Note Purchase Agreement with institutional investors for the sale and issuance of $160.0 million aggregate principal amount of the PNM 2021 SUNs offered in private placement transactions. The PNM 2021 SUNs were issued on July 14, 2021. PNM issued $80.0 million of the PNM 2021 SUNs at 2.59%, due July 15, 2033, and another $80.0 million at 3.14%, due July 15, 2041. Proceeds from the PNM 2021 SUNs were used to repay the total amount of $160.0 million of PNM's 5.35% SUNs, at par, earlier than their scheduled maturity of October 1, 2021. The PNM 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM 2021 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM 2021 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
On September 23, 2021, PNM entered into the PNM September 2021 Note Purchase Agreement with institutional investors for the sale and issuance of $150.0 million aggregate principal amount of the PNM September 2021 SUNs offered in private placement transactions. On December 2, 2021, PNM issued $50.0 million of the PNM September 2021 SUNs at 2.29%, due December 30, 2031, and another $100.0 million at 2.97%, due December 30, 2041. Proceeds from the PNM September 2021 SUNs were used for funding of capital expenditures, including the purchase of the Western Spirit Line, repayment of existing indebtedness, and for general corporate purposes. The PNM September 2021 Note Purchase Agreement includes the customary covenants discussed above. In the event of a change of control, PNM will be required to offer to prepay the PNM September 2021 SUNs at par. Although there are customary change of control provisions in the PNM debt agreements, the change of control provisions in these agreements, including the PNM September 2021 Note Purchase Agreement, are not triggered by the closing of the Merger. PNM has the right to redeem any or all of the PNM September 2021 SUNs prior to their maturities, subject to payment of a customary make-whole premium.
At December 31, 2020, PNM had $146.0 million of outstanding PCRBs with a final maturity of April 1, 2033. These PCRBs were subject to mandatory tender on October 1, 2021 and were successfully remarketed to new investors on that date. The $146.0 million PCRBs bear interest at a fixed rate of 2.15% until their final maturity.
PNM has a shelf registration statement, which will expire in May 2023, with capacity for the issuance of up to $650.0 million of senior unsecured notes.
TNMP
On July 25, 2018, TNMP entered into a $20.0 million term loan agreement. On December 17, 2018, the TNMP 2018 Term Loan agreement was amended to provide additional funding of $15.0 million, which resulted in a total committed amount of $35.0 million under the agreement (the “TNMP 2018 Term Loan”). TNMP used the proceeds from these issuances to repay short-term borrowings and for TNMP’s general corporate purposes. The TNMP 2018 Term Loan was repaid on December 30, 2019.
On February 26, 2019, TNMP entered into an agreement (the “TNMP 2019 Bond Purchase Agreement”) with institutional investors for the sale of $305.0 million aggregate principal amount of four series of TNMP first mortgage bonds (the “TNMP 2019 Bonds”) offered in private placement transactions. TNMP issued $225.0 million of TNMP 2019 Bonds on March 29, 2019 and used the proceeds to repay TNMP’s $172.3 million 9.50% first mortgage bonds at their maturity on April 1, 2019, as well as to repay borrowings under the TNMP Revolving Credit Facility and for general corporate purposes. TNMP issued the remaining $80.0 million of TNMP 2019 Bonds on July 1, 2019 and used the proceeds to repay borrowings under the TNMP Revolving Credit Facility and for general corporate purposes. The terms of the indenture governing the TNMP 2019 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
prepay the TNMP 2019 Bonds at par. TNMP has the right to redeem any or all of the TNMP 2019 Bonds prior to their respective maturities, subject to payment of a customary make-whole premium.
On April 24, 2020, TNMP entered into an agreement (the “TNMP 2020 Bond Purchase Agreement”) with institutional investors for the sale of $185.0 million aggregate principal amount of four series of TNMP first mortgage bonds (the “TNMP 2020 Bonds”) offered in private placement transactions. TNMP issued $110.0 million of TNMP 2020 Bonds on April 24, 2020 and used the proceeds to repay borrowings under the TNMP Revolving Credit Facility and for other corporate purposes. TNMP issued the remaining $75.0 million of TNMP 2020 Bonds on July 15, 2020 and used the proceeds from that issuance to repay borrowings under the TNMP Revolving Credit facility and for other corporate purposes. The TNMP 2020 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in the indenture governing the TNMP 2020 Bonds. The terms of the indenture governing the TNMP 2020 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2020 Bonds at par. TNMP has the right to redeem any or all of the TNMP 2020 Bonds prior to their respective maturities, subject to payment of a customary make-whole premium.
On July 14, 2021, TNMP entered into the TNMP 2021 Bond Purchase Agreement with institutional investors for the sale of $65.0 million aggregate principal amount of the TNMP 2021 Bonds offered in private placement transactions. On August 16, 2021, TNMP issued all $65.0 million of the TNMP 2021 Bonds at 2.44% with a maturity of August 15, 2035 and used the proceeds to repay existing debt and for other corporate purposes. The TNMP 2021 Bonds are subject to continuing compliance with the representations, warranties and covenants set forth in the supplemental indenture governing the TNMP 2021 Bonds. The terms of the supplemental indenture governing the TNMP 2021 Bonds include the customary covenants discussed above. In the event of a change of control, TNMP will be required to offer to prepay the TNMP 2021 Bonds at par. However, the definition of change of control in the supplemental indenture governing the TNMP 2021 Bonds will not be triggered by the closing of the Merger. TNMP has the right to redeem any or all of the TNMP 2021 Bonds prior to their maturity, subject to payment of a customary make-whole premium.
Merger Related Financing Activities
On October 20, 2020, the execution of the Merger Agreement constituted a “Change of Control” under certain PNMR, TNMP and PNMR Development debt agreements. Under each of the specified debt agreements, a “Change of Control” constitutes an “Event of Default,” pursuant to which the lender parties thereto have the right to accelerate the indebtedness under the debt agreements. The definition of Change of Control under the PNM debt agreements and PNM note purchase agreements was not triggered by the execution of the Merger Agreement.
On October 26, 2020, PNMR, TNMP and PNMR Development entered into amendment agreements with the lender parties thereto to amend the definition of “Change of Control” such that the entry into the Merger Agreement would not constitute a Change of Control and to waive the Event of Default arising from entry into the Merger Agreement. On September 15, 2021, PNMR and TNMP and the lender parties further amended the definition of “Change of Control” in the PNMR Revolving Credit Facility and the TNMP Revolving Credit Facility such that the closing of the Merger does not constitute a Change of Control under those facilities. The Change of Control provisions in the PNM debt agreements, PNM note purchase agreements, and TNMP 2021 Bond Purchase Agreement are not triggered by the closing of the Merger and did not require amendment.
The documents governing TNMP's aggregate $750.0 million of outstanding 2014 to 2020 First Mortgage Bonds (“TNMP FMBs”) obligated TNMP to offer, within 30 business days following the signing of the Merger Agreement, to prepay those $750.0 million outstanding TNMP FMBs at 100% of the principal amount, plus accrued and unpaid interest thereon, but without any make-whole amount or other premium. TNMP made such offer to prepay the TNMP FMBs in accordance with the terms of the TNMP FMBs, and none of the holders of the TNMP FMBs accepted TNMP’s offer. The documents governing the 2014 to 2020 TNMP FMBs require TNMP to make another offer, within 30 business days of closing of the Merger, to prepay those $750.0 million outstanding TNMP FMBs at par. TNMP will make such offer to prepay the $750.0 million outstanding 2014 to 2020 TNMP FMBs in accordance with the terms of the TNMP FMBs; however, holders of the TNMP FMBs are not required to tender their TNMP FMBs and may accept or reject such offer to prepay. As discussed above, the supplemental indenture that governs the TNMP 2021 Bonds excludes the Merger from the definition of Change of Control.
The TNMP FMBs are not registered under the Securities Act and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements and applicable state laws. The information in this Annual Report on Form 10-K is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. Similar to the offer to prepay made
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
after signing the Merger Agreement, the post-Merger closing offer to prepay the TNMP FMBs will be made only pursuant to an offer to prepay, which will set forth the terms and conditions of the offer to prepay.
Interest Rate Hedging Activities
In 2017, PNMR entered into three separate four-year hedging agreements that effectively established fixed interest rates of 1.926%, 1.823%, and 1.629%, plus customary spreads over LIBOR, subject to change if there is a change in PNMR’s credit rating, for three separate tranches, each of $50.0 million, of its variable rate debt.
These hedge agreements were accounted for as cash flow hedges and had fair values of $0.9 million that were included in other current liabilities on the Consolidated Balance Sheets at December 31, 2020. As discussed in Note 3, changes in the fair value of the cash flow hedges were deferred in AOCI and amounts reclassified to the Consolidated Statement of Earnings were recorded in interest charges. The fair values were determined using Level 2 inputs, including using forward LIBOR curves under the mid-market convention to discount cash flows over the remaining term of the agreement. On March 23, 2021, the 1.926% fixed interest rate hedge agreement expired according to its terms and the remaining agreements expired on May 23, 2021.
Borrowing Arrangements Between PNMR and its Subsidiaries
PNMR has intercompany loan agreements with its subsidiaries. Individual subsidiary loan agreements vary in amount up to $150.0 million and have either reciprocal or non-reciprocal terms. Interest charged to the subsidiaries is equivalent to interest paid by PNMR on its short-term borrowings or the money-market interest rate if PNMR does not have any short-term borrowings outstanding. All balances outstanding under intercompany loan agreements are eliminated upon consolidation. See Note 1. PNM and TNMP had no borrowings from PNMR at December 31, 2021 and 2020. At February 18, 2022, PNM had no borrowings and TNMP had $45.5 million of borrowings from PNMR. PNMR Development had zero and $0.3 million in short-term borrowings outstanding from PNMR at December 31, 2021 and 2020 and none at February 18, 2022. PNMR had $6.4 million and zero in short-term borrowings outstanding from PNMR Development at December 31, 2021 and 2020 and $6.3 million at February 18, 2022.
Short-term Debt and Liquidity
Currently, the PNMR Revolving Credit Facility has a financing capacity of $300.0 million and the PNM Revolving Credit Facility has a financing capacity of $400.0 million. Both facilities currently expire on October 31, 2023 and contain options to be extended through October 2024, subject to approval by a majority of the lenders. PNM also has the $40.0 million PNM 2017 New Mexico Credit Facility that expires on December 12, 2022. The TNMP Revolving Credit Facility is a $75.0 million revolving credit facility secured by $75.0 million aggregate principal amount of TNMP first mortgage bonds and matures on September 23, 2022 and contains two one-year extension options, subject to approval by a majority of the lenders. PNMR Development had a $40.0 million revolving credit facility that was set to expire on January 31, 2022. On May 18, 2021, the PNMR Development Revolving Credit Facility was terminated. Variable interest rates under these facilities are based on LIBOR but contain provisions which allow for the replacement of LIBOR with other widely accepted interest rates.
Short-term debt outstanding consists of:
| | | | | | | | | | | | | | |
| | | December 31, |
| Short-term Debt | | 2021 | | 2020 |
| | | (In thousands) |
| PNM: | | | | |
| PNM Revolving Credit Facility | | $ | 7,400 | | | $ | — | |
| PNM 2017 New Mexico Credit Facility | | — | | | 10,000 | |
| | 7,400 | | | 10,000 | |
| TNMP Revolving Credit Facility | | 400 | | | — | |
| PNMR: | | | | |
| PNMR Revolving Credit Facility | | 54,900 | | | 12,000 | |
| | | | |
| | | | |
| PNMR Development Revolving Credit Facility | | — | | | 10,000 | |
| | $ | 62,700 | | | $ | 32,000 | |
In addition to the above borrowings, PNMR, PNM, and TNMP had letters of credit outstanding of $3.4 million, zero, and zero at December 31, 2021 that reduce the available capacity under their respective revolving credit facilities. In addition, PNMR had $30.3 million of letters of credit outstanding under the WFB LOC Facility. At December 31, 2021, interest rates on
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
outstanding borrowings were 1.61% for the PNMR Revolving Credit Facility, 1.35% for the PNM Revolving Credit Facility, and 0.85% for the TNMP Revolving Credit Facility. There were no borrowings outstanding under the PNM 2017 New Mexico Credit Facility at December 31, 2021.
At February 18, 2022, PNMR, PNM, and TNMP had $296.6 million, $400.0 million, and $63.2 million of availability under their respective revolving credit facilities, including reductions of availability due to outstanding letters of credit. PNM had $40.0 million of availability under the PNM 2017 New Mexico Credit Facility. Total availability at February 18, 2022, on a consolidated basis, was $799.8 million for PNMR. At February 18, 2022, PNMR, PNM, and TNMP had invested cash of $0.9 million, $1.0 million, and zero.
Long-Term Debt
Information concerning long-term debt outstanding and unamortized (premiums), discounts, and debt issuance costs is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | December 31, 2021 | | December 31, 2020 |
| | Principal | | Unamortized Discounts, (Premiums), and Issuance Costs, net | | Principal | | Unamortized Discounts, (Premiums), and Issuance Costs, net |
| | | (In thousands) |
| PNM Debt | |
Senior Unsecured Notes, Pollution Control Revenue Bonds: | | | | | | | | |
1.875% due April 2033, mandatory tender - October 1, 2021 | | $ | — | | | $ | — | | | $ | 146,000 | | | $ | 301 | |
2.15% due April 2033 | | 146,000 | | | 1,003 | | | — | | | — | |
| | | | | | | | |
2.125% due June 2040, mandatory tender - June 1, 2022 | | 37,000 | | | 45 | | | 37,000 | | | 135 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
2.45% due September 2042, mandatory tender - June 1, 2022 | | 20,000 | | | 17 | | | 20,000 | | | 50 | |
| | | | | | | | |
| | | | | | | | |
| Floating rate, weekly-mode | | — | | | — | | | 100,345 | | | 798 | |
0.875% due October 2026 | | 100,345 | | | 697 | | | — | | | — | |
1.05% due January 2038, mandatory tender - June 1, 2022 | | 36,000 | | | 75 | | | 36,000 | | | 226 | |
1.20% due June 2040, mandatory tender - June 1, 2022 | | 11,500 | | | 24 | | | 11,500 | | | 72 | |
1.10% due June 2040, mandatory tender June 1, 2023 | | 130,000 | | | 535 | | | 130,000 | | | 892 | |
1.15% due June 2040, mandatory tender - June 1, 2024 | | 125,000 | | | 639 | | | 125,000 | | | 894 | |
| | | | | | | | |
| | | | |
| | | | | | | | |
| | |
| | | | | | | | |
| Senior Unsecured Notes: | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
5.35% due October 2021 | | — | | | — | | | 160,000 | | | 129 | |
3.15% due May 2023 | | 55,000 | | | 106 | | | 55,000 | | | 184 | |
3.45% due May 2025 | | 104,000 | | | 353 | | | 104,000 | | | 457 | |
3.85% due August 2025 | | 250,000 | | | 1,075 | | | 250,000 | | | 1,375 | |
3.68% due May 2028 | | 88,000 | | | 395 | | | 88,000 | | | 457 | |
3.78% due August 2028 | | 15,000 | | | 69 | | | 15,000 | | | 80 | |
3.93% due May 2033 | | 38,000 | | | 203 | | | 38,000 | | | 221 | |
4.22% due May 2038 | | 45,000 | | | 259 | | | 45,000 | | | 275 | |
4.50% due May 2048 | | 20,000 | | | 124 | | | 20,000 | | | 128 | |
4.60% due August 2048 | | 85,000 | | | 530 | | | 85,000 | | | 550 | |
3.21% due April 2030 | | 150,000 | | | 1,331 | | | 150,000 | | | 1,490 | |
3.57% due April 2039 | | 50,000 | | | 482 | | | 50,000 | | | 511 | |
2.59% due July 2033 | | 80,000 | | | 443 | | | — | | | — | |
3.14% due July 2041 | | 80,000 | | | 450 | | | — | | | — | |
2.29% due December 2031 | | 50,000 | | | 293 | | | — | | | — | |
2.97% due December 2041 | | 100,000 | | | 587 | | | — | | | — | |
PNM 2019 $40.0 Million Term Loan due June 2021 | | — | | | — | | | 40,000 | | | — | |
PNM 2021 $75.0 Million Term Loan due December 2022 | | 75,000 | | | — | | | — | | | — | |
| | 1,890,845 | | | 9,735 | | | 1,705,845 | | | 9,225 | |
| Less current maturities | | 179,500 | | | 161 | | | 346,000 | | | 430 | |
| | 1,711,345 | | | 9,574 | | | 1,359,845 | | | 8,795 | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | December 31, 2021 | | December 31, 2020 |
| | Principal | | Unamortized Discounts, (Premiums), and Issuance Costs, net | | Principal | | Unamortized Discounts, (Premiums), and Issuance Costs, net |
| | (In thousands) |
| TNMP Debt | | | | | | | | |
| First Mortgage Bonds: | | | | | | | | |
| | | | | | | | |
6.95% due April 2043 | | $ | 93,198 | | | $ | (15,202) | | | $ | 93,198 | | | $ | (15,917) | |
4.03% due July 2024 | | 80,000 | | | 264 | | | 80,000 | | | 369 | |
3.53% due February 2026 | | 60,000 | | | 338 | | | 60,000 | | | 420 | |
3.22% due August 2027 | | 60,000 | | | 324 | | | 60,000 | | | 380 | |
3.85% due June 2028 | | 60,000 | | | 406 | | | 60,000 | | | 469 | |
3.79% due March 2034 | | 75,000 | | | 460 | | | 75,000 | | | 497 | |
3.92% due March 2039 | | 75,000 | | | 486 | | | 75,000 | | | 514 | |
4.06% due March 2044 | | 75,000 | | | 501 | | | 75,000 | | | 524 | |
3.60% due July 2029 | | 80,000 | | | 451 | | | 80,000 | | | 511 | |
2.73% due April 2030 | | 85,000 | | | 699 | | | 85,000 | | | 784 | |
3.36% due April 2050 | | 25,000 | | | 235 | | | 25,000 | | | 243 | |
2.93% due July 2035 | | 25,000 | | | 224 | | | 25,000 | | | 241 | |
3.36% due July 2050 | | 50,000 | | | 473 | | | 50,000 | | | 490 | |
2.44% due August 2035 | | 65,000 | | | 489 | | | — | | | — | |
| | 908,198 | | | (9,852) | | | 843,198 | | | (10,475) | |
| Less current maturities | | — | | | — | | | — | | | — | |
| | 908,198 | | | (9,852) | | | 843,198 | | | (10,475) | |
| | | | | | | | |
| | | | |
| | | | | | | | |
| | |
| PNMR Debt | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| PNMR 2021 Delayed-Draw Term Loan due May 2023 | | 900,000 | | | 241 | | | — | | | — | |
PNMR 3.25% 2018 SUNs due March 2021 | | — | | | — | | | 300,000 | | | 137 | |
| PNMR Development Term Loan due January 2022 | | — | | | — | | | 65,000 | | | — | |
| | | | | | | | |
| PNMR 2019 Term Loan due June 2021 | | — | | | — | | | 150,000 | | | 6 | |
| PNMR 2020 Term Loan due January 2022 | | — | | | — | | | 150,000 | | | — | |
| PNMR 2020 Delayed-Draw Term Loan due January 2022 | | — | | | — | | | 80,000 | | | — | |
| | 900,000 | | | 241 | | | 745,000 | | | 143 | |
| Less current maturities | | — | | | — | | | 230,000 | | | 52 | |
| | 900,000 | | | 241 | | | 515,000 | | | 91 | |
| Total Consolidated PNMR Debt | | 3,699,043 | | | 124 | | | 3,294,043 | | | (1,107) | |
| Less current maturities | | 179,500 | | | 161 | | | 576,000 | | | 482 | |
| | $ | 3,519,543 | | | $ | (37) | | | $ | 2,718,043 | | | $ | (1,589) | |
Reflecting mandatory tender dates, long-term debt maturities as of December 31, 2020 are follows:
| | | | | | | | | | | | | | | | | | | | | | | |
| PNMR | | PNM | | TNMP | | PNMR Consolidated |
| (In thousands) |
| 2022 | $ | — | | | $ | 179,500 | | | $ | — | | | $ | 179,500 | |
| 2023 | 900,000 | | | 185,000 | | | — | | | 1,085,000 | |
| 2024 | — | | | 125,000 | | | 80,000 | | | 205,000 | |
| 2025 | — | | | 354,000 | | | — | | | 354,000 | |
| 2026 | — | | | 100,345 | | | 60,000 | | | 160,345 | |
| Thereafter | — | | | 947,000 | | | 768,198 | | | 1,715,198 | |
| Total | $ | 900,000 | | | $ | 1,890,845 | | | $ | 908,198 | | | $ | 3,699,043 | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
(8)Lease Commitments
The Company enters into various lease agreements to meet its business needs and to satisfy the needs of its customers. Historically, the Company’s leases were classified as operating leases and included leases for generating capacity from PVNGS Units 1 and 2, certain rights-of-way agreements for transmission lines and facilities, vehicles and equipment necessary to construct and maintain the Company’s assets and building and office equipment. In February 2016, the FASB issued ASU 2016-02 – Leases (Topic 842) to provide guidance on the recognition, measurement, presentation, and disclosure of leases. Among other things, ASU 2016-02 requires that all leases be recorded on the Consolidated Balance Sheets by recognizing a present value liability for future cash flows of the lease agreement and a corresponding right-of-use asset. The Company adopted Topic 842 on January 1, 2019, its required effective date. The Company elected to use many of the practical expedients available upon adoption of the standard. As a result, the Company will continue to classify its leases existing as of December 31, 2018 as operating leases until they expire or are modified. In addition, the Company elected the practical expedient to not reevaluate the accounting for land easements and rights-of-way agreements existing at December 31, 2018. The Company also elected the use of the practical expedient to apply the requirements of the new standard on its effective date and has not restated prior periods to conform to the new guidance. Adoption of the lease standard has a material impact on the Company’s Consolidated Balance Sheets but does not have a material impact on the Consolidated Statements of Earnings or the Consolidated Statements of Cash Flows.
Effective January 1, 2019, the Company accounts for contracts that convey the use and control of identified assets for a period of time as leases. The Company classifies leases as operating or financing by evaluating the terms of the lease agreement. Agreements under which the Company is likely to utilize substantially all of the economic value or life of the asset or that the Company is likely to own at the end of the lease term, either through purchase or transfer of ownership, are classified as financing leases. Leases not meeting these criteria are accounted for as operating leases. Agreements under which the Company is a lessor are insignificant. PNMR, PNM, and TNMP determine present value for their leases using their incremental borrowing rates at the commencement date of the lease or, when readily available, the rate implicit in the agreement. The Company leases office buildings, vehicles, and other equipment. In addition, PNM leases interests in PVNGS Units 1 and 2 and certain rights-of-way agreements that are classified as leases. All of the Company’s leases with terms in excess of one year are recorded on the Consolidated Balance Sheets by recording a present value lease liability and a corresponding right-of-use asset. Operating lease expense is recognized within operating expenses according to the use of the asset on a straight-line basis. Financing lease costs, which are comprised primarily of fleet and office equipment leases commencing after January 1, 2019, are recognized by amortizing the right-of-use asset on a straight-line basis and by recording interest expense on the lease liability. Financing lease right-of-use assets amortization is reflected in depreciation and amortization and interest on financing lease liabilities is reflected as interest charges on the Company’s Consolidated Statements of Earnings.
PVNGS
PNM leases interests in Units 1 and 2 of PVNGS. The PVNGS leases were entered into in 1985 and 1986 and initially were scheduled to expire on January 15, 2015 for the four Unit 1 leases and January 15, 2016 for the four Unit 2 leases. Following procedures set forth in the PVNGS leases, PNM notified four of the lessors under the Unit 1 leases and one lessor under the Unit 2 lease that it would elect to renew those leases on the expiration date of the original leases. The four Unit 1 leases now expire on January 15, 2023 and the one Unit 2 lease now expires on January 15, 2024. The annual lease payments during the renewal periods aggregate $16.5 million for PVNGS Unit 1 and $1.6 million for Unit 2.
The terms of each of the extended leases do not provide for additional renewal options beyond their currently scheduled expiration dates. PNM had the option to purchase the assets underlying each of the extended leases at their fair market value or to return the lease interests to the lessors on the expiration dates. On June 11, 2020, PNM provided notice to the lessors and the NMPRC of its intent to return the assets underlying in both the PVNGS Unit 1 and Unit 2 leases upon their expiration in January 2023 and 2024. Although PNM elected to return the assets underlying the extended leases, PNM retains certain obligations related to PVNGS, including costs to decommission the facility. PNM is depreciating its capital improvements related to the extended leases using NMPRC approved rates through the end of the NRC license period for each unit, which expire in June 2045 for Unit 1 and in June 2046 for Unit 2.
On April 5, 2021, PNM and SRP entered into an Asset Purchase and Sale Agreement, pursuant to which PNM agreed to sell to SRP certain PNM-owned assets and nuclear fuel necessary to the ongoing operation and maintenance of leased capacity in PVNGS Unit 1 and Unit 2, which SRP has agreed to acquire from the lessors upon termination of the existing leases. The proposed transaction between PNM and SRP received all necessary approvals, including NRC approval for the transfer of the associated possessory licenses to SRP at the end of the term of each of the respective leases. See Notes 16 and 17 for
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
information on other PVNGS matters including the PVNGS Leased Interest Abandonment Application which included PNM's request to create regulatory assets for the associated remaining undepreciated investments.
PNM is exposed to loss under the PVNGS lease arrangements upon the occurrence of certain events that PNM does not consider reasonably likely to occur. Under certain circumstances (for example, the NRC issuing specified violation orders with respect to PVNGS or the occurrence of specified nuclear events), PNM would be required to make specified payments to the lessors and take title to the leased interests. If such an event had occurred as of December 31, 2021, amounts due to the lessors under the circumstances described above would be up to $148.4 million, payable on January 15, 2022 in addition to the scheduled lease payments due on that date.
Land Easements and Rights-of-Ways
Many of PNM’s electric transmission and distribution facilities are located on lands that require the grant of rights-of-way from governmental entities, Native American tribes, or private parties. PNM has completed several renewals of rights-of-way, the largest of which is a renewal with the Navajo Nation. PNM is obligated to pay the Navajo Nation annual payments of $6.0 million, subject to adjustment each year based on the Consumer Price Index, through 2029. PNM’s April 2021 payment for the amount due under the Navajo Nation right-of-way lease was $7.3 million, which included amounts due under the Consumer Price Index adjustment. Changes in the Consumer Price Index subsequent to January 1, 2019 are considered variable lease payments.
PNM has other prepaid rights-of-way agreements that are not accounted for as leases or recognized as a component of plant in service. PNM reflects the unamortized balance of these prepayments in other deferred charges on the Consolidated Balance Sheets and recognizes amortization expense associated with these agreements in the Consolidated Statement of Earnings over their term. As of December 31, 2021 and 2020, the unamortized balance of these rights-of-ways was $53.4 million and $55.8 million. During the years ended December 31, 2021, 2020, and 2019, PNM recognized amortization expense associated with these agreements of $3.7 million, $4.4 million, and $3.7 million.
Fleet Vehicles and Equipment
Fleet vehicle and equipment leases commencing on or after January 1, 2019 are classified as financing leases. Fleet vehicle and equipment leases existing as of December 31, 2018 are classified as operating leases. The Company’s fleet vehicle and equipment lease agreements include non-lease components for insignificant administrative and other costs that are billed over the life of the agreement. At December 31, 2021, residual value guarantees on fleet vehicle and equipment leases are $0.9 million, $1.4 million, and $2.3 million for PNM, TNMP, and PNMR.
Information related to the Company’s operating leases recorded on the Consolidated Balance Sheets is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 |
| PNM | | TNMP | | PNMR Consolidated | | PNM | | TNMP | | PNMR Consolidated |
| (In thousands) |
| Operating leases: | | | | | | | | | | | |
Operating lease assets, net of amortization | $ | 73,903 | | | $ | 5,264 | | | $ | 79,511 | | | $ | 97,461 | | | $ | 7,206 | | | $ | 105,133 | |
Current portion of operating lease liabilities | 25,278 | | | 1,882 | | | 27,218 | | | 25,130 | | | 2,193 | | | 27,460 | |
Long-term portion of operating lease liabilities | 52,552 | | | 3,155 | | | 55,993 | | | 75,941 | | | 4,779 | | | 81,065 | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
As discussed above, the Company classifies its fleet vehicle and equipment leases and its office equipment leases commencing on or after January 1, 2019 as financing leases. Information related to the Company’s financing leases recorded on the Consolidated Balance Sheets is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 |
| PNM | | TNMP | | PNMR Consolidated | | PNM | | TNMP | | PNMR Consolidated |
| (In thousands) | | (In thousands) |
| Financing leases: | | | | | | | | | | | |
Non-utility property | $ | 15,171 | | | $ | 16,181 | | | $ | 31,695 | | | $ | 11,453 | | | $ | 13,299 | | | $ | 25,055 | |
Accumulated depreciation | (4,550) | | | (4,923) | | | (9,660) | | | (2,044) | | | (2,241) | | | (4,383) | |
Non-utility property, net | $ | 10,621 | | | $ | 11,258 | | | $ | 22,035 | | | $ | 9,409 | | | $ | 11,058 | | | $ | 20,672 | |
| | | | | | | | | | | |
Other current liabilities | $ | 2,731 | | | $ | 2,994 | | | $ | 5,813 | | | $ | 1,993 | | | $ | 2,397 | | | $ | 4,470 | |
Other deferred credits | 7,732 | | | 8,273 | | | 16,075 | | | 7,176 | | | 8,669 | | | 15,972 | |
| | | | | | | | | | | |
Information concerning the weighted average remaining lease terms and the weighted average discount rates used to determine the Company’s lease liabilities is presented below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| December 31, 2021 | | December 31, 2020 |
| PNM | | TNMP | | PNMR Consolidated | | PNM | | TNMP | | PNMR Consolidated |
Weighted average remaining lease term (years): | | | | | | | | | | | |
Operating leases | 5.60 | | 2.90 | | 5.44 | | 6.23 | | 3.46 | | 6.04 |
Financing leases | 4.30 | | 4.14 | | 4.20 | | 4.78 | | 4.84 | | 4.79 |
| | | | | | | | | | | |
Weighted average discount rate: | | | | | | | | | | | |
Operating leases | 3.99 | % | | 3.98 | % | | 3.99 | % | | 3.93 | % | | 4.06 | % | | 3.94 | % |
| Financing leases | 2.60 | % | | 2.71 | % | | 2.65 | % | | 2.76 | % | | 2.84 | % | | 2.80 | % |
Information for the components of lease expense is as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 |
| PNM | | TNMP | | PNMR Consolidated |
| (In thousands) |
Operating lease cost | $ | 26,690 | | | $ | 2,445 | | | $ | 29,270 | |
| Amounts capitalized | (836) | | | (2,115) | | | (2,951) | |
Total operating lease expense | 25,854 | | | 330 | | | 26,319 | |
Financing lease cost: | | | | | |
Amortization of right-of-use assets | 2,507 | | | 2,682 | | | 5,277 | |
Interest on lease liabilities | 263 | | | 307 | | | 574 | |
| Amounts capitalized | (1,726) | | | (2,678) | | | (4,404) | |
Total financing lease expense | 1,044 | | | 311 | | | 1,447 | |
| Variable lease expense | 380 | | | — | | | 380 | |
Short-term lease expense (1) | 2,972 | | | 6 | | | 3,035 | |
| Total lease expense for the period | $ | 30,250 | | | $ | 647 | | | $ | 31,181 | |
(1) Includes expense of $2.5 million for the twelve months ended December 31, 2021 for rental of temporary cooling towers associated with the SJGS Unit 1 outage. These amounts are partially offset with insurance reimbursements of $1.8 million for the twelve months ended December 31, 2021. For additional information on the SJGS Unit 1 outage see Note 17.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2020 |
| PNM | | TNMP | | PNMR Consolidated |
| (In thousands) |
Operating lease cost | $ | 27,302 | | | $ | 2,870 | | | $ | 30,418 | |
| Amounts capitalized | (1,020) | | | (2,375) | | | (3,395) | |
Total operating lease expense | 26,282 | | | 495 | | | 27,023 | |
Financing lease cost: | | | | | |
Amortization of right-of-use assets | 1,563 | | | 1,775 | | | 3,412 | |
Interest on lease liabilities | 221 | | | 285 | | | 511 | |
| Amounts capitalized | (1,056) | | | (1,754) | | | (2,810) | |
Total financing lease expense | 728 | | | 306 | | | 1,113 | |
| Variable lease expense | 221 | | | — | | | 221 | |
| Short-term lease expense | 288 | | | 5 | | | 295 | |
| Total lease expense for the period | $ | 27,519 | | | $ | 806 | | | $ | 28,652 | |
Supplemental cash flow information related to the Company’s leases is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year Ended December 31, 2021 | | Year Ended December 31, 2020 |
| PNM | | TNMP | | PNMR Consolidated | | PNM | | TNMP | | PNMR Consolidated |
| (In thousands) |
Cash paid for amounts included in the measurement of lease liabilities: | | | | | | | | | | | |
Operating cash flows from operating leases | $ | 25,655 | | | $ | 323 | | | $ | 26,129 | | | $ | 26,007 | | | $ | 596 | | | $ | 27,121 | |
Operating cash flows from financing leases | 90 | | | 34 | | | 128 | | | 82 | | | 48 | | | 136 | |
| Financing cash flows from financing leases | 870 | | | 339 | | | 1,296 | | | 557 | | | 307 | | | 936 | |
| | | | | | | | | | | |
Non-cash information related to right-of-use assets obtained in exchange for lease obligations: | | | | | | | | | | | |
Operating leases | $ | — | | | $ | 317 | | | $ | 317 | | | $ | — | | | $ | — | | | $ | — | |
Financing leases | 3,792 | | | 3,126 | | | 6,958 | | | 6,588 | | | 8,985 | | | 15,614 | |
Capitalized lease costs are reflected as investing activities on the Company’s Consolidated Statements of Cash Flows for the twelve months ended December 31, 2021 and 2020.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Future expected lease payments are shown below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| PNM | | TNMP | | PNMR Consolidated |
| Financing | | Operating | | Financing | | Operating | | Financing | | Operating |
| (In thousands) |
| 2022 | $ | 2,962 | | | $ | 26,266 | | | $ | 3,253 | | | $ | 1,888 | | | $ | 6,307 | | | $ | 28,365 | |
| 2023 | 2,841 | | | 17,735 | | | 3,017 | | | 1,480 | | | 5,912 | | | 19,395 | |
| 2024 | 2,159 | | | 7,908 | | | 2,546 | | | 1,030 | | | 4,719 | | | 8,987 | |
| 2025 | 1,345 | | | 6,946 | | | 1,638 | | | 525 | | | 2,985 | | | 7,509 | |
| 2026 | 1,022 | | | 6,880 | | | 834 | | | 449 | | | 1,857 | | | 7,367 | |
Later years | 724 | | | 20,640 | | | 613 | | | — | | | 1,336 | | | 20,823 | |
Total minimum lease payments | 11,053 | | | 86,375 | | | 11,901 | | | 5,372 | | | 23,116 | | | 92,446 | |
| Less: Imputed interest | 590 | | | 8,545 | | | 634 | | | 335 | | | 1,228 | | | 9,235 | |
| Lease liabilities as of December 31, 2021 | $ | 10,463 | | | $ | 77,830 | | | $ | 11,267 | | | $ | 5,037 | | | $ | 21,888 | | | $ | 83,211 | |
The above table includes $11.3 million, $14.5 million, and $25.8 million for PNM, TNMP, and PNMR at December 31, 2021 for expected future payments on fleet vehicle and equipment leases that could be avoided if the leased assets were returned and the lessor is able to recover estimated market value for the equipment from third parties. The Company’s contractual commitments for leases that have not yet commenced are insignificant.
(9)Fair Value of Derivative and Other Financial Instruments
Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Fair value is based on current market quotes as available and is supplemented by modeling techniques and assumptions made by the Company to the extent quoted market prices or volatilities are not available. External pricing input availability varies based on commodity location, market liquidity, and term of the agreement. Valuations of derivative assets and liabilities take into account nonperformance risk, including the effect of counterparties’ and the Company’s credit risk. The Company regularly assesses the validity and availability of pricing data for its derivative transactions. Although the Company uses its best judgment in estimating the fair value of these instruments, there are inherent limitations in any estimation technique.
Energy Related Derivative Contracts
Overview
The primary objective for the use of commodity derivative instruments, including energy contracts, options, swaps, and futures, is to manage price risk associated with forecasted purchases of energy and fuel used to generate electricity, as well as managing anticipated generation capacity in excess of forecasted demand from existing customers. PNM’s energy related derivative contracts manage commodity risk. PNM is required to meet the demand and energy needs of its customers. PNM is exposed to market risk for the needs of its customers not covered under the FPPAC.
In 2021, PNM entered into three agreements to purchase power from third parties at a fixed price in order to ensure that customer demand during the 2022 summer peak load period is met. Two of the agreements, the purchase of 85 MW from June through September 2022 and the purchase of 40 MW for the full year of 2022, are not considered derivatives because there are no notional amounts due to the unit-contingent nature of the agreements. The third agreement for the purchase of 150 MW firm power in June and September 2022 meets the definition of an economic hedge described below and has been accounted for accordingly.
Beginning January 1, 2018, PNM is exposed to market risk for its 65 MW interest in SJGS Unit 4, which is held as merchant plant as ordered by the NMPRC. PNM has entered into agreements to sell power from 36 MW of that capacity to a third party at a fixed price for the period January 1, 2018 through May 31, 2022, subject to certain conditions. Under these agreements, PNM is obligated to deliver 36 MW of power only when SJGS Unit 4 is operating. These agreements are not considered derivatives because there is no notional amount due to the unit-contingent nature of the transactions.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNM and Tri-State have a hazard sharing agreement that expires in May 2022. Under this agreement, each party sells the other party 100 MW of capacity and energy from a designated generation resource on a unit contingent basis, subject to certain performance guarantees. Both the purchases and sales are made at the same market index price. This agreement serves to reduce the magnitude of each party’s single largest generating hazard and assists in enhancing the reliability and efficiency of their respective operations. PNM passes the sales and purchases through to customers under PNM’s FPPAC.
PNM’s operations are managed primarily through a net asset-backed strategy, whereby PNM’s aggregate net open forward contract position is covered by its forecasted excess generation capabilities or market purchases. PNM could be exposed to market risk if its generation capabilities were to be disrupted or if its load requirements were to be greater than anticipated. If all or a portion of load requirements were required to be covered as a result of such unexpected situations, commitments would have to be met through market purchases. TNMP does not enter into energy related derivative contracts.
Commodity Risk
Marketing and procurement of energy often involve market risks associated with managing energy commodities and establishing positions in the energy markets, primarily on a short-term basis. PNM routinely enters into various derivative instruments such as forward contracts, option agreements, and price basis swap agreements to economically hedge price and volume risk on power commitments and fuel requirements and to minimize the effect of market fluctuations. PNM monitors the market risk of its commodity contracts in accordance with approved risk and credit policies.
Unusually cold weather in February 2021 resulted in higher-than-expected natural gas and purchased power costs. PNM mitigated the impacts from the cold weather by securing gas supplies in advance, engaging in market purchases when lower prices were available, and adjusting plant operation of its gas units to minimize reliance on higher-priced gas supplies. PNM estimates the impact of the cold weather conditions in the first quarter of 2021 resulted in approximately $20 million of additional natural gas costs and approximately $8 million in additional purchased power costs. These fuel increases are passed through to customers under the FPPAC.
Accounting for Derivatives
Under derivative accounting and related rules for energy contracts, PNM accounts for its various instruments for the purchase and sale of energy, which meet the definition of a derivative, based on PNM’s intent. During the years ended December 31, 2021, 2020, and 2019, PNM was not hedging its exposure to the variability in future cash flows from commodity derivatives through designated cash flow hedges. The derivative contracts recorded at fair value that do not qualify or are not designated for cash flow hedge accounting are classified as economic hedges. Economic hedges are defined as derivative instruments, including long-term power agreements, used to economically hedge generation assets, purchased power and fuel costs, and customer load requirements. Changes in the fair value of economic hedges are reflected in results of operations and are classified between operating revenues and cost of energy according to the intent of the hedge. PNM also uses economic hedges under an NMPRC approved hedging plan to manage fuel and purchased power costs related to customers covered by its FPPAC. Changes in the fair value of instruments covered by its FPPAC are recorded as regulatory assets and liabilities. PNM has no trading transactions.
Commodity Derivatives
PNM’s commodity derivative instruments that are recorded at fair value, all of which are accounted for as economic hedges and considered Level 2 fair value measurements, are presented in the following line items on the Consolidated Balance Sheets:
| | | | | | | | | | | |
| | Economic Hedges |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| Other current assets | $ | 684 | | | $ | 1,096 | |
| Other deferred charges | | | 455 | |
| 684 | | | 1,551 | |
| Other current liabilities | (2,275) | | | (1,096) | |
| Other deferred credits | | | (455) | |
| (2,275) | | | (1,551) | |
| Net | $ | (1,591) | | | $ | — | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNM’s commodity derivative instruments in the above table are subject to master netting agreements whereby assets and liabilities could be offset in the settlement process. PNM does not offset fair value and cash collateral for derivative instruments under master netting arrangements and the above table reflects the gross amounts of fair value assets and liabilities for commodity derivatives. Included in the table above are equal amounts of current assets and current liabilities aggregating $0.5 million at December 31, 2021 and all $1.6 million at December 31, 2020 resulting from PNM’s hazard sharing arrangements with Tri-State. The hazard sharing arrangements are net-settled upon delivery.
As discussed above, PNM has a NMPRC-approved hedging plan to manage fuel and purchased power costs related to customers covered by its FPPAC. The table above includes less than $0.2 million in current assets and $1.8 million of current liabilities related to this plan at December 31, 2021. There were no amounts hedged under this plan as of December 31, 2020.
At December 31, 2021 and 2020, PNM had no amounts recognized for the legal right to reclaim cash collateral. However, at both December 31, 2021 and 2020, amounts posted as cash collateral under margin arrangements were $0.5 million, which is included in other current assets on the Consolidated Balance Sheets. At both December 31, 2021 and 2020, obligations to return cash collateral were $0.9 million. Cash collateral amounts are included on the Consolidated Balance Sheets in other current liabilities at December 31, 2021 and other deferred credits at December 31, 2020.
The effects of mark-to-market commodity derivative instruments on PNM’s revenues and cost of energy during the years ended December 31, 2021 and 2020 were less than $0.1 million. Commodity derivatives had no impact on OCI for the periods presented.
PNM’s net buy (sell) volume positions for energy were 122,400 MWh and zero MWh at December 31, 2021 and 2020. PNM had no open gas commodity volume positions at December 31, 2021 and 2020.
PNM has contingent requirements to provide collateral under commodity contracts having an objectively determinable collateral provision that are in net liability positions and are not fully collateralized with cash. In connection with managing its commodity risks, PNM enters into master agreements with certain counterparties. If PNM is in a net liability position under an agreement, some agreements provide that the counterparties can request collateral if PNM’s credit rating is downgraded; other agreements provide that the counterparty may request collateral to provide it with “adequate assurance” that PNM will perform; and others have no provision for collateral. At December 31, 2021 and 2020, PNM had no such contracts in a net liability position.
Non-Derivative Financial Instruments
The carrying amounts reflected on the Consolidated Balance Sheets approximate fair value for cash, receivables, and payables due to the short period of maturity. Investment securities are carried at fair value. Investment securities consist of PNM assets held in the NDT for its share of decommissioning costs of PVNGS and trusts for PNM’s share of final reclamation costs related to the coal mines serving SJGS and Four Corners. See Note 16. At December 31, 2021 and 2020, the fair value of investment securities included $394.5 million and $379.2 million for the NDT and $68.6 million and $60.9 million for the coal mine reclamation trusts.
PNM records a realized loss as an impairment for any available-for-sale debt security that has a fair value that is less than its carrying value. As a result, the Company has no available-for-sale debt securities for which carrying value exceeds fair value and there are no impairments considered to be “other than temporary” that are included in AOCI and not recognized in earnings. All gains and losses resulting from sales and changes in the fair value of equity securities are recognized immediately in earnings. Gains and losses recognized on the Consolidated Statements of Earnings related to investment securities in the NDT and reclamation trusts are presented in the following table:
| | | | | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Equity securities: | | | | | | |
| Net gains from equity securities sold | | $ | 8,738 | | | $ | 5,861 | | | $ | 5,698 | |
Net gains (losses) from equity securities still held | | (442) | | | 17,707 | | | 18,319 | |
| Total net gains on equity securities | | 8,296 | | | 23,568 | | | 24,017 | |
| Available-for-sale debt securities: | | | | | | |
| | | | | | |
| | | | | | |
| Net gains (losses) on debt securities | | 8,554 | | | (1,969) | | | 5,572 | |
| Net gains on investment securities | | $ | 16,850 | | | $ | 21,599 | | | $ | 29,589 | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The proceeds and gross realized gains and losses on the disposition of securities held in the NDT and coal mine reclamation trusts are shown in the following table. Realized gains and losses are determined by specific identification of costs of securities sold. Gross realized losses shown below exclude the (increase)/decrease in realized impairment losses of $0.7 million, $(3.2) million, and $3.0 million for the years ended December 31, 2021, 2020 and 2019.
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Proceeds from sales | $ | 459,867 | | | $ | 590,998 | | | $ | 494,528 | |
| Gross realized gains | $ | 39,408 | | | $ | 35,904 | | | $ | 25,760 | |
| Gross realized (losses) | $ | (22,815) | | | $ | (28,817) | | | $ | (17,453) | |
At December 31, 2021, the available-for-sale debt securities held by PNM, had the following final maturities:
| | | | | | | | | |
| | Fair Value | | | | |
| | (In thousands) | | | | |
| Within 1 year | $ | 29,680 | | | | | |
| After 1 year through 5 years | 77,278 | | | | | |
| After 5 years through 10 years | 93,302 | | | | | |
| After 10 years through 15 years | 20,893 | | | | | |
| After 15 years through 20 years | 12,933 | | | | | |
| After 20 years | 39,120 | | | | | |
| $ | 273,206 | | | | | |
Fair Value Disclosures
The Company determines the fair values of its derivative and other financial instruments based on the hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
For investment securities, Level 2 and Level 3 fair values are provided by fund managers utilizing a pricing service. For Level 2 fair values, the pricing provider predominantly uses the market approach using bid side market values based upon a hierarchy of information for specific securities or securities with similar characteristics. Fair values of Level 2 investments in mutual funds are equal to net asset value. For commodity derivatives, Level 2 fair values are determined based on market observable inputs, which are validated using multiple broker quotes, including forward price, volatility, and interest rate curves to establish expectations of future prices. Credit valuation adjustments are made for estimated credit losses based on the overall exposure to each counterparty. For the Company’s long-term debt, Level 2 fair values are provided by an external pricing service. The pricing service primarily utilizes quoted prices for similar debt in active markets when determining fair value. The valuation of Level 3 investments, when applicable, requires significant judgment by the pricing provider due to the absence of quoted market values, changes in market conditions, and the long-term nature of the assets. The Company has no Level 3 investments as of December 31, 2021 and 2020.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Items recorded at fair value by PNM on the Consolidated Balance Sheets are presented below by level of the fair value hierarchy along with gross unrealized gains on investments in available-for-sale securities.
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | GAAP Fair Value Hierarchy | | |
| Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs
(Level 2) | | | | Unrealized Gains |
| (In thousands) |
| December 31, 2021 | | | | | | | | | |
| Cash and cash equivalents | $ | 7,895 | | | $ | 7,895 | | | $ | — | | | | | |
| Equity securities: | | | | | | | | | |
| Corporate stocks, common | 97,626 | | | 97,626 | | | — | | | | | |
| Corporate stocks, preferred | 9,114 | | | 3,775 | | | 5,339 | | | | | |
| Mutual funds and other | 75,285 | | | 75,241 | | | 44 | | | | | |
| Available-for-sale debt securities: | | | | | | | | | |
| U.S. government | 43,128 | | | 13,204 | | | 29,924 | | | | | $ | 214 | |
| International government | 16,001 | | | — | | | 16,001 | | | | | 1,508 | |
| Municipals | 47,050 | | | — | | | 47,050 | | | | | 1,807 | |
| Corporate and other | 167,027 | | | — | | | 167,027 | | | | | 12,212 | |
| $ | 463,126 | | | $ | 197,741 | | | $ | 265,385 | | | | | $ | 15,741 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | |
| | | | | | | | | | | |
| December 31, 2020 | | | | | | | | | |
| | | | | | | | | | | |
| Cash and cash equivalents | $ | 6,107 | | | $ | 6,107 | | | $ | — | | | | | | | |
| Equity securities: | | | | | | | | | | | |
| Corporate stocks, common | 85,271 | | | 85,271 | | | — | | | | | | | |
| Corporate stocks, preferred | 9,910 | | | 3,608 | | | 6,302 | | | | | | | |
| Mutual funds and other | 58,817 | | | 58,762 | | | 55 | | | | | | | |
| Available-for-sale debt securities: | | | | | | | | | | | |
| U.S. government | 55,839 | | | 29,579 | | | 26,260 | | | | | $ | 950 | | | |
| International government | 16,032 | | | — | | | 16,032 | | | | | 2,537 | | | |
| Municipals | 50,139 | | | — | | | 50,139 | | | | | 2,779 | | | |
| Corporate and other | 158,000 | | | 3 | | | 157,997 | | | | | 21,121 | | | |
| $ | 440,115 | | | $ | 183,330 | | | $ | 256,785 | | | | | $ | 27,387 | | | |
The carrying amounts and fair values of long-term debt, all of which are considered Level 2 fair value measurements and are not recorded at fair value on the Consolidated Balance Sheets are presented below:
| | | | | | | | | | | | | | | | | |
| | Carrying
Amount | | Fair Value | | | | | | |
| December 31, 2021 | (In thousands) | | | | | | |
| PNMR | $ | 3,698,919 | | | $ | 3,915,010 | | | | | | | |
| PNM | $ | 1,881,110 | | | $ | 1,975,987 | | | | | | | |
| TNMP | $ | 918,050 | | | $ | 1,039,023 | | | | | | | |
| | | | | | | | | |
| December 31, 2020 | | | | | | | | | |
| PNMR | $ | 3,295,150 | | | $ | 3,571,382 | | | | | | | |
| PNM | $ | 1,696,620 | | | $ | 1,818,169 | | | | | | | |
| TNMP | $ | 853,673 | | | $ | 1,006,722 | | | | | | | |
The carrying amount and fair value of the Company’s other investments presented on the Consolidated Balance Sheets are not material and not shown in the above table.
Investments Held by Employee Benefit Plans
As discussed in Note 11, PNM and TNMP have trusts that hold investment assets for their pension and other postretirement benefit plans. The fair value of the assets held by the trusts impacts the determination of the funded status of
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
each plan but the assets are not reflected on the Company’s Consolidated Balance Sheets. Both the PNM Pension Plan and the TNMP Pension Plan hold units of participation in the PNM Resources, Inc. Master Trust (the “PNMR Master Trust”), which was established for the investment of assets of the pension plans. The PNM Pension Plan’s investment allocation targets in 2021 consist of 35% equities, 15% alternative investments (both of which are considered return generating), and 50% fixed income. The TNMP Pension Plan’s investment allocation targets in 2021 consist of 16% equities, 14% alternative investments (both of which are considered return generating), and 70% fixed income.
GAAP provides a practical expedient that allows the net asset value per share to be used as fair value for investments in certain entities that do not have readily determinable fair values and are considered to be investment companies. Fair values for alternative investments held by the PNMR Master Trust are valued using this practical expedient. Investments for which fair value is measured using that practical expedient are not required to be categorized within the fair value hierarchy. Level 2 and Level 3 fair values are provided by fund managers utilizing a pricing service. For level 2 fair values, the pricing provider predominately uses the market approach using bid side market value based upon a hierarchy of information for specific securities or securities with similar characteristics. Fair values of Level 2 investments in mutual funds are equal to net asset value as of year-end. Fair value prices for Level 2 corporate term loans predominately use the market approach which uses bid side market values based upon hierarchy information for specific securities or securities with similar characteristics. Alternative investments include private equity funds, hedge funds, and real estate funds. The private equity funds are not voluntarily redeemable. These investments are realized through periodic distributions occurring over a 10 to 15 years term after the initial investment. The real estate funds and hedge funds may be voluntarily redeemed but are subject to redemption provisions that may result in the funds not being redeemable in the near term. Audited financial statements are received for each fund and are reviewed by the Company annually.
The valuation of alternative investments requires significant judgment by the pricing provider due to the absence of quoted market values, changes in market conditions, and the long-term nature of the assets. The significant unobservable inputs include estimates of liquidation value, current operating performance, and future expectations of performance. Neither the employee benefit plans nor the PNMR Master Trust have any Level 3 investments as of December 31, 2021 or 2020.
The fair values of investments held by the employee benefit plans are as follows:
| | | | | | | | | | | | | | | | | | | |
| | | GAAP Fair Value Hierarchy | | |
| Total | | Quoted Prices in Active Markets for Identical Assets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | |
| December 31, 2021 | (In thousands) |
| PNM Pension Plan | | | | | | | |
Participation in PNMR Master Trust Investments: | | | | | | | |
Investments categorized within fair value hierarchy | $ | 527,873 | | | $ | 235,605 | | | $ | 292,268 | | | |
Uncategorized investments | 49,432 | | | | | | | |
| Total Master Trust Investments | $ | 577,305 | | | | | | | |
| TNMP Pension Plan | | | | | | | |
Participation in PNMR Master Trust Investments: | | | | | | | |
Investments categorized within fair value hierarchy | $ | 58,623 | | | $ | 21,390 | | | $ | 37,233 | | | |
Uncategorized investments | 3,962 | | | | | | | |
| Total Master Trust Investments | $ | 62,585 | | | | | | | |
| PNM OPEB Plan | | | | | | | |
| Cash and cash equivalents | $ | 1,578 | | | $ | 1,578 | | | $ | — | | | |
| Equity securities: | | | | | | | |
| Mutual funds | 94,549 | | | 58,383 | | | 36,166 | | | |
| $ | 96,127 | | | $ | 59,961 | | | $ | 36,166 | | | |
| TNMP OPEB Plan | | | | | | | |
| Cash and cash equivalents | $ | 381 | | | $ | 381 | | | $ | — | | | |
| Equity securities: | | | | | | | |
| Mutual funds | 12,249 | | | 11,575 | | | 674 | | | |
| $ | 12,630 | | | $ | 11,956 | | | $ | 674 | | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
| | | | | | | | | | | | | | | | | | | |
| | | GAAP Fair Value Hierarchy | | |
| Total | | Quoted Prices in Active
Markets for Identical Assets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | |
| December 31, 2020 | (In thousands) |
| PNM Pension Plan | | | | | | | |
| Participation in PNMR Master Trust Investments: | | | | | | | |
| Investments categorized within fair value hierarchy | $ | 498,907 | | | $ | 241,445 | | | $ | 257,462 | | | |
| Uncategorized investments | 88,984 | | | | | | | |
| Total Master Trust Investments | $ | 587,891 | | | | | | | |
| | | | | | | |
| TNMP Pension Plan | | | | | | | |
| Participation in PNMR Master Trust Investments: | | | | | | | |
| Investments categorized within fair value hierarchy | $ | 56,966 | | | $ | 28,732 | | | $ | 28,234 | | | |
| Uncategorized investments | 9,230 | | | | | | | |
| Total Master Trust Investments | $ | 66,196 | | | | | | | |
| | | | | | | |
| PNM OPEB Plan | | | | | | | |
| Cash and cash equivalents | $ | 1,310 | | | $ | 1,310 | | | $ | — | | | |
| Equity securities: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Mutual funds | 92,400 | | | 52,284 | | | 40,116 | | | |
| $ | 93,710 | | | $ | 53,594 | | | $ | 40,116 | | | |
| TNMP OPEB Plan | | | | | | | |
| Cash and cash equivalents | $ | 18 | | | $ | 18 | | | $ | — | | | |
| Equity securities: | | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Mutual funds | 12,843 | | | 10,806 | | | 2,037 | | | |
| $ | 12,861 | | | $ | 10,824 | | | $ | 2,037 | | | |
The fair values of investments in the PNMR Master Trust are as follows:
| | | | | | | | | | | | | | | | | | | |
| | | GAAP Fair Value Hierarchy | | |
| Total | | Quoted Prices
in Active Markets for
Identical Assets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | |
| December 31, 2021 | (In thousands) |
| PNMR Master Trust | | | | | | | |
| Cash and cash equivalents | $ | 18,924 | | | $ | 18,924 | | | $ | — | | | |
| Equity securities: | | | | | | | |
| Corporate stocks, common | 92,484 | | | 92,484 | | | — | | | |
| Corporate stocks, preferred | 806 | | | — | | | 806 | | | |
| Mutual funds and other | 222,106 | | | 59,203 | | | 162,903 | | | |
| Fixed income securities: | | | | | | | |
| U.S. government | 95,429 | | | 86,384 | | | 9,045 | | | |
| International government | 5,977 | | | — | | | 5,977 | | | |
| Municipals | 6,143 | | | — | | | 6,143 | | | |
| Corporate and other | 144,627 | | | — | | | 144,627 | | | |
Total investments categorized within fair value hierarchy | 586,496 | | | $ | 256,995 | | | $ | 329,501 | | | |
| Uncategorized investments: | | | | | | | |
| Private equity funds | 10,479 | | | | | | | |
| Hedge funds | 8,913 | | | | | | | |
| Real estate funds | 34,002 | | | | | | | |
| $ | 639,890 | | | | | | | |
| | | | | | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
| | | | | | | | | | | | | | | | | | | |
| | | GAAP Fair Value Hierarchy | | |
| Total | | Quoted Prices
in Active Markets for
Identical Assets
(Level 1) | | Significant
Other
Observable
Inputs
(Level 2) | | |
| December 31, 2020 | (In thousands) |
| PNMR Master Trust | | | | | | | |
| Cash and cash equivalents | $ | 20,812 | | | $ | 20,812 | | | $ | — | | | |
| Equity securities: | | | | | | | |
| Corporate stocks, common | 114,983 | | | 114,983 | | | — | | | |
| Corporate stocks, preferred | 1,187 | | | 135 | | | 1,052 | | | |
| Mutual funds and other | 173,931 | | | 47,418 | | | 126,513 | | | |
| Fixed income securities: | | | | | | | |
| U.S. government | 97,460 | | | 86,829 | | | 10,631 | | | |
| International government | 6,202 | | | — | | | 6,202 | | | |
| Municipals | 6,277 | | | — | | | 6,277 | | | |
| Corporate and other | 135,021 | | | — | | | 135,021 | | | |
Total investments categorized within fair value hierarchy | 555,873 | | | $ | 270,177 | | | $ | 285,696 | | | |
| Uncategorized investments: | | | | | | | |
| Private equity funds | 12,552 | | | | | | | |
| Hedge funds | 52,285 | | | | | | | |
| Real estate funds | 33,377 | | | | | | | |
| $ | 654,087 | | | | | | | |
(10)Variable Interest Entities
How an enterprise evaluates and accounts for its involvement with variable interest entities, focuses primarily on whether the enterprise has the power to direct the activities that most significantly impact the economic performance of a variable interest entity (“VIE”). This evaluation requires continual reassessment of the primary beneficiary of a VIE.
Valencia
PNM has a PPA to purchase all of the electric capacity and energy from Valencia, a 155 MW natural gas-fired power plant near Belen, New Mexico, through May 2028. A third party built, owns, and operates the facility while PNM is the sole purchaser of the electricity generated. PNM is obligated to pay fixed operation and maintenance and capacity charges in addition to variable operation and maintenance charges under this PPA. For the years ended December 31, 2021, 2020, and 2019, PNM paid $19.8 million, $20.0 million, and $19.9 million for fixed charges and $1.9 million, $1.4 million, and $1.2 million for variable charges. PNM does not have any other financial obligations related to Valencia. The assets of Valencia can only be used to satisfy its obligations and creditors of Valencia do not have any recourse against PNM’s assets. During the term of the PPA, PNM has the option, under certain conditions, to purchase and own up to 50% of the plant or the VIE. The PPA specifies that the purchase price would be the greater of 50% of book value reduced by related indebtedness or 50% of fair market value.
PNM sources fuel for the plant, controls when the facility operates through its dispatch, and receives the entire output of the plant, which factors directly and significantly impact the economic performance of Valencia. Therefore, PNM has concluded that the third-party entity that owns Valencia is a VIE and that PNM is the primary beneficiary of the entity since PNM has the power to direct the activities that most significantly impact the economic performance of Valencia and will absorb the majority of the variability in the cash flows of the plant. As the primary beneficiary, PNM consolidates Valencia in its financial statements. Accordingly, the assets, liabilities, operating expenses, and cash flows of Valencia are included in the Consolidated Financial Statements of PNM although PNM has no legal ownership interest or voting control of the VIE. The assets and liabilities of Valencia set forth below are immaterial to PNM and, therefore, not shown separately on the Consolidated Balance Sheets. The owner’s equity and net income of Valencia are considered attributable to non-controlling interest.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Summarized financial information for Valencia is as follows:
| | | | | | | | | | | | | | | | | |
| Results of Operations |
| | Year Ended December 31 |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Operating revenues | $ | 21,624 | | | $ | 21,297 | | | $ | 21,073 | |
| Operating expenses | 6,134 | | | 7,284 | | | 6,832 | |
| Earnings attributable to non-controlling interest | $ | 15,490 | | | $ | 14,013 | | | $ | 14,241 | |
| | | | | | | | | | | |
| Financial Position |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| Current assets | $ | 3,042 | | | $ | 3,911 | |
| Net property, plant and equipment | 52,908 | | | 55,744 | |
| Total assets | 55,950 | | | 59,655 | |
| Current liabilities | 545 | | | 646 | |
| Owners’ equity – non-controlling interest | $ | 55,405 | | | $ | 59,009 | |
Westmoreland San Juan Mining, LLC
As discussed in the subheading Coal Supply in Note 16, PNM purchases coal for SJGS under a coal supply agreement (“SJGS CSA”). That section includes information on the acquisition of SJCC by WSJ, a subsidiary of Westmoreland Coal Company (“Westmoreland”), as well as the announcement that it had filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code. On March 15, 2019, Westmoreland emerged from Chapter 11 bankruptcy as a privately held company owned and operated by a group of its former creditors. Under the reorganization, the assets of SJCC were sold to Westmoreland San Juan Mining, LLC (“WSJ LLC”), a subsidiary of Westmoreland Mining Holdings, LLC. As successor entity to SJCC, WSJ LLC assumed all rights and obligations of WSJ including obligations to PNM under the SJGS CSA and to PNMR under letter of credit support agreements. See Note 16.
PNMR issued $30.3 million in letters of credit to facilitate the issuance of reclamation bonds required in order for SJCC to mine coal to be supplied to SJGS. As discussed above, WSJ LLC assumed the rights and obligations of SJCC, including obligations to PNMR for the letters of credit. The letters of credit support results in PNMR having a variable interest in WSJ LLC since PNMR is subject to possible loss in the event performance by PNMR is required under the letters of credit support. PNMR considers the possibility of loss under the letters of credit support to be remote since the purpose of posting the bonds is to provide assurance that WSJ LLC performs the required reclamation of the mine site in accordance with applicable regulations and all reclamation costs are reimbursable under the SJGS CSA. Also, much of the mine reclamation activities will not be performed until after the expiration of the SJGS CSA. In addition, each of the SJGS participants has established and actively fund trusts to meet future reclamation obligations.
WSJ LLC is considered a VIE. PNMR’s analysis of its arrangements with WSJ LLC concluded that WSJ LLC has the ability to direct its mining operations, which is the factor that most significantly impacts the economic performance of WSJ LLC. Other than PNM being able to ensure that coal is supplied in adequate quantities and of sufficient quality to provide the fuel necessary to operate SJGS in a normal manner, the mining operations are solely under the control of WSJ LLC, including developing mining plans, hiring of personnel, and incurring operating and maintenance expenses. Neither PNMR nor PNM has any ability to direct or influence the mining operation. PNM’s involvement through the SJGS CSA is a protective right rather than a participating right and WSJ LLC has the power to direct the activities that most significantly impact the economic performance of WSJ LLC. The SJGS CSA requires WSJ LLC to deliver coal required to fuel SJGS in exchange for payment of a set price per ton, which is escalated over time for inflation. If WSJ LLC is able to mine more efficiently than anticipated, its economic performance will be improved. Conversely, if WSJ LLC cannot mine as efficiently as anticipated, its economic performance will be negatively impacted. Accordingly, PNMR believes WSJ LLC is the primary beneficiary and, therefore, WSJ LLC is not consolidated by either PNMR or PNM. The amounts outstanding under the letters of credit support constitute PNMR’s maximum exposure to loss from the VIE at December 31, 2021.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
(11)Pension and Other Postretirement Benefits
PNMR and its subsidiaries maintain qualified defined benefit pension plans, postretirement benefit plans providing medical and dental benefits, and executive retirement programs (collectively, the “PNM Plans” and “TNMP Plans”). PNMR maintains the legal obligation for the benefits owed to participants under these plans. The periodic costs or income of the PNM Plans and TNMP Plans are included in regulated rates to the extent attributable to regulated operations. PNM and TNMP receive a regulated return on the amounts funded for pension and OPEB plans in excess of the periodic cost or income to the extent included in retail rates (a “prepaid pension asset”).
Participants in the PNM Plans include eligible employees and retirees of PNMR and PNM. Participants in the TNMP Plans include eligible employees and retirees of TNMP. The PNM pension plan was frozen at the end of 1997 with regard to new participants, salary levels, and benefits. Through December 31, 2007, additional credited service could be accrued under the PNM pension plan up to a limit determined by age and service. The TNMP pension plan was frozen at December 31, 2005 with regard to new participants, salary levels, and benefits.
A plan sponsor is required to (a) recognize in its statement of financial position an asset for a plan’s overfunded status or a liability for a plan’s underfunded status; (b) measure a plan’s assets and its obligations that determine its funded status as of the end of the employer’s fiscal year; and (c) recognize changes in the funded status of a defined benefit postretirement plan in the year in which the changes occur.
Unrecognized prior service costs and unrecognized gains or losses are required to be recorded in AOCI and subsequently amortized. To the extent the amortization of these items will ultimately be recovered or returned through future rates, PNM and TNMP record the costs as a regulatory asset or regulatory liability. The amortization of these incurred costs is included as pension and postretirement benefit periodic cost or income in subsequent years.
The Company maintains trust funds for the pension and OPEB plans from which benefits are paid to eligible employees and retirees. The Company’s funding policy is to make contributions to the trusts, as determined by an independent actuary, that comply with minimum guidelines of the Employee Retirement Income Security Act and the IRC. Information concerning the investments is contained in Note 9. The Company has in place a policy that defines the investment objectives, establishes performance goals of asset managers, and provides procedures for the manner in which investments are to be reviewed. The plans implement investment strategies to achieve the following objectives:
•Implement investment strategies commensurate with the risk that the Corporate Investment Committee deems appropriate to meet the obligations of the pension plans and OPEB plans, minimize the volatility of expense, and account for contingencies
•Transition asset mix over the long-term to a higher proportion of high-quality fixed income investments as the plans’ funded statuses improve
Management is responsible for the determination of the asset target mix and the expected rate of return. The target asset allocations are determined based on consultations with external investment advisors. The expected long-term rate of return on pension and postretirement plan assets is calculated on the market-related value of assets. Actual gains and losses on pension and OPEB plan assets are recognized in the market-related value of assets equally over a period of not more than five years, which reduces year-to-year volatility. For the PNM Plans and TNMP Plans, the market-related value of assets is equal to the prior year’s market-related value of assets adjusted for contributions, benefit payments and investment gains and losses that are within a corridor of plus or minus 4.0% around the expected return on market value. Gains and losses that are outside the corridor are amortized over five years.
Pension Plans
For defined benefit pension plans, including the executive retirement plans, the PBO represents the actuarial present value of all benefits attributed by the pension benefit formula to employee service rendered prior to that date using assumptions regarding future compensation levels. The ABO represents the PBO without considering future compensation levels. Since the pension plans are frozen, the PBO and ABO are equal.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following table presents information about the PBO, fair value of plan assets, and funded status of the plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| | PNM | | TNMP |
| | Year Ended December 31, | | Year Ended December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| | (In thousands) |
| PBO at beginning of year | $ | 630,904 | | | $ | 605,745 | | | $ | 67,390 | | | $ | 65,574 | |
| Service cost | — | | | — | | | — | | | — | |
| Interest cost | 16,143 | | | 19,941 | | | 1,741 | | | 2,177 | |
| | | | | | | |
| Actuarial (gain) loss | (19,372) | | | 47,567 | | | (3,306) | | | 4,459 | |
| Benefits paid | (43,614) | | | (42,349) | | | (3,678) | | | (4,820) | |
| Settlements | — | | | — | | | (2,538) | | | — | |
| PBO at end of year | 584,061 | | | 630,904 | | | 59,609 | | | 67,390 | |
| Fair value of plan assets at beginning of year | 587,530 | | | 531,467 | | | 66,149 | | | 59,367 | |
| Actual return on plan assets | 32,791 | | | 98,412 | | | 3,009 | | | 11,602 | |
| Employer contributions | — | | | — | | | — | | | — | |
| Benefits paid | (43,614) | | | (42,349) | | | (3,678) | | | (4,820) | |
| Settlements | — | | | — | | | (2,538) | | | — | |
| Fair value of plan assets at end of year | 576,707 | | | 587,530 | | | 62,942 | | | 66,149 | |
| Funded status – asset (liability) for pension benefits | $ | (7,354) | | | $ | (43,374) | | | $ | 3,333 | | | $ | (1,241) | |
Actuarial (gain) loss results from changes in:
| | | | | | | | | | | | | | | | | | | | | | | |
| PNM | | TNMP |
| Year Ended December 31, | | Year Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| (in thousands) |
| Discount rates | $ | (19,989) | | | $ | 44,960 | | | $ | (2,017) | | | $ | 4,756 | |
| Demographic experience | 617 | | | 2,607 | | | (1,403) | | | (54) | |
| Mortality rate | — | | | — | | | — | | | — | |
| Other assumptions and experience | — | | | — | | | 114 | | | (243) | |
| $ | (19,372) | | | $ | 47,567 | | | $ | (3,306) | | | $ | 4,459 | |
The following table presents pre-tax information about net actuarial (gain) loss in AOCI as of December 31, 2021.
| | | | | | | | | | | | | |
| | | | PNM | | TNMP |
| | | | | |
| | | | | |
| | | | (In thousands) |
Amounts in AOCI not yet recognized in net periodic benefit cost (income) at beginning of year | | | $ | 132,078 | | | $ | — | |
| Experience (gain) loss | | | (23,632) | | | 3,133 | |
| Regulatory asset (liability) adjustment | | | 11,797 | | | (3,133) | |
| | | | | |
| Amortization recognized in net periodic benefit (income) | | | (8,181) | | | — | |
| Amounts in AOCI not yet recognized in net periodic benefit cost at end of year | | | $ | 112,062 | | | $ | — | |
| | | | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following table presents the components of net periodic benefit cost (income):
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| PNM | | | | | |
| Service cost | $ | — | | | $ | — | | | $ | — | |
| Interest cost | 16,143 | | | 19,941 | | | 25,175 | |
| Expected return on plan assets | (28,531) | | | (29,453) | | | (34,103) | |
| Amortization of net loss | 18,166 | | | 17,860 | | | 15,518 | |
| Amortization of prior service cost | — | | | (554) | | | (965) | |
| Net periodic benefit cost | $ | 5,778 | | | $ | 7,794 | | | $ | 5,625 | |
| TNMP | | | | | |
| Service cost | $ | — | | | $ | — | | | $ | — | |
| Interest cost | 1,741 | | | 2,177 | | | 2,686 | |
| Expected return on plan assets | (3,181) | | | (3,284) | | | (3,868) | |
| Amortization of net loss | 1,247 | | | 1,258 | | | 941 | |
| Amortization of prior service cost | — | | | — | | | — | |
| Settlement loss | 746 | | | — | | | — | |
| Net periodic benefit cost (income) | $ | 553 | | | $ | 151 | | | $ | (241) | |
The following significant weighted-average assumptions were used to determine the PBO and net periodic benefit cost (income). Should actual experience differ from actuarial assumptions, the PBO and net periodic benefit cost (income) would be affected.
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| PNM | 2021 | | 2020 | | 2019 |
| Discount rate for determining December 31 PBO | 3.00 | % | | 2.66 | % | | 3.42 | % |
| Discount rate for determining net periodic benefit cost (income) | 2.66 | % | | 3.42 | % | | 4.65 | % |
| Expected return on plan assets | 5.50 | % | | 5.90 | % | | 6.86 | % |
| Rate of compensation increase | N/A | | N/A | | N/A |
| TNMP | | | | | |
| Discount rate for determining December 31 PBO | 3.01 | % | | 2.69 | % | | 3.46 | % |
| Discount rate for determining net periodic benefit cost (income) | 2.69 | % | | 3.46 | % | | 4.63 | % |
| Expected return on plan assets | 5.50 | % | | 5.90 | % | | 6.90 | % |
| Rate of compensation increase | N/A | | N/A | | N/A |
The assumed discount rate for determining the PBO was determined based on a review of long-term high-grade bonds and management’s expectations. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the PBO. Factors that are considered include, but are not limited to, historic returns on plan assets, current market information on long-term returns (e.g., long-term bond rates) and current and target asset allocations between asset categories. If all other factors were to remain unchanged, a 1% decrease in the expected long-term rate of return would cause PNM’s and TNMP’s 2022 net periodic benefit cost to increase $5.2 million and $0.6 million (analogous changes would result from a 1% increase). The actual rate of return for the PNM and TNMP pension plans was 5.80% and 4.68% for the year ended December 31, 2021.
The Company’s long-term pension investment strategy is to invest in assets whose interest rate sensitivity is correlated with the pension liability. The Company uses an investment strategy, known as Liability Driven Investing, that increases the liability matching investments as the funded status of the pension plans improve. The Company’s investment allocation targets consist of 35% equities, 15% alternative investments (both of which are considered return generating), and 50% liability matching securities that are primarily bonds and other fixed income investments. Equity investments are primarily in domestic securities that include large-, mid-, and small-capitalization companies. The pension plans have a 13% targeted allocation to equities of companies domiciled primarily in developed countries outside of the U.S. The equity investments category includes actively managed domestic equity securities that are benchmarked against a variety of style indices. Fixed income investments are primarily corporate bonds of companies from diversified industries and government securities. Alternative investments include investments in hedge funds, real estate funds, and private equity funds. The hedge funds and private equity funds are structured as multi-manager multi-strategy fund of funds to achieve a diversified position in these asset classes. The hedge
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
funds pursue various absolute return strategies such as relative value, long-short equity, and event driven. Private equity fund strategies include mezzanine financing, buy-outs, and venture capital. The real estate investments are commingled real estate portfolios that invest in a diversified portfolio of assets including commercial property and multi-family housing. See Note 9 for fair value information concerning assets held by the pension plans.
The following pension benefit payments are expected to be paid:
| | | | | | | | | | | |
| PNM | | TNMP |
| | (In thousands) |
| 2022 | $ | 45,957 | | | $ | 4,928 | |
| 2023 | 44,632 | | | 4,689 | |
| 2024 | 43,427 | | | 4,459 | |
| 2025 | 42,158 | | | 4,386 | |
| 2026 | 40,424 | | | 4,260 | |
| 2027 - 2031 | 183,548 | | | 18,130 | |
Based on current law, funding requirements, and estimates of portfolio performance, the Company does not expect to make any cash contributions to the pension plans in 2022. PNM and TNMP do not expect to make any cash contributions in 2023 through 2026. The funding assumptions were developed using discount a rate of 2.9%. Actual amounts to be funded in the future will be dependent on the actuarial assumptions at that time, including the appropriate discount rates. PNM and TNMP may make additional contributions at their discretion.
Other Postretirement Benefit Plans
For postretirement benefit plans, the APBO is the actuarial present value of all future benefits attributed under the terms of the postretirement benefit plan to employee service rendered to date.
The following table presents information about the APBO, the fair value of plan assets, and the funded status of the plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| | PNM | | TNMP |
| | Year Ended December 31, | | Year Ended December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| | (In thousands) |
| APBO at beginning of year | $ | 75,196 | | | $ | 75,121 | | | $ | 11,938 | | | $ | 11,235 | |
| Service cost | 23 | | | 38 | | | 45 | | | 46 | |
| Interest cost | 1,907 | | | 2,453 | | | 308 | | | 373 | |
| Participant contributions | 1,617 | | | 1,714 | | | 135 | | | 243 | |
| Actuarial (gain) loss | (5,053) | | | 3,261 | | | (1,141) | | | 747 | |
| Benefits paid | (6,706) | | | (7,391) | | | (715) | | | (706) | |
| | | | | | | |
| APBO at end of year | 66,984 | | | 75,196 | | | 10,570 | | | 11,938 | |
| Fair value of plan assets at beginning of year | 93,402 | | | 86,400 | | | 12,885 | | | 10,844 | |
| Actual return on plan assets | 4,783 | | | 9,423 | | | 288 | | | 2,505 | |
| Employer contributions | 2,709 | | | 3,256 | | | — | | | — | |
| Participant contributions | 1,617 | | | 1,714 | | | 135 | | | 243 | |
| Benefits paid | (6,706) | | | (7,391) | | | (715) | | | (707) | |
| Fair value of plan assets at end of year | 95,805 | | | 93,402 | | | 12,593 | | | 12,885 | |
| Funded status – asset | $ | 28,821 | | | $ | 18,206 | | | $ | 2,023 | | | $ | 947 | |
As of December 31, 2021, the fair value of plan assets exceeds the APBO for both PNM’s and TNMP’s OPEB Plans and the resulting net asset is presented in other deferred charges on the Consolidated Balance Sheets.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Actuarial (gain) loss results from changes in:
| | | | | | | | | | | | | | | | | | | | | | | |
| PNM | | TNMP |
| Year Ended December 31, | | Year Ended December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| (in thousands) |
| Discount rates | $ | (2,042) | | | $ | 4,959 | | | $ | (423) | | | $ | 1,008 | |
| Claims, contributions, and demographic experience | (2,893) | | | (1,698) | | | (718) | | | (261) | |
| Assumed participation rate | — | | | — | | | — | | | — | |
| Mortality rate | — | | | — | | | — | | | — | |
| | | | | | | |
| Dental trend assumption | (118) | | | — | | | — | | | — | |
| $ | (5,053) | | | $ | 3,261 | | | $ | (1,141) | | | $ | 747 | |
In the year ended December 31, 2021, actuarial gains of $5.7 million were recorded as adjustments to regulatory assets for the PNM OPEB plan. For the TNMP OPEB plan, actuarial gains of $1.0 million were recorded as adjustments to regulatory liabilities.
The following table presents the components of net periodic benefit cost (income):
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| PNM | | | | | |
| Service cost | $ | 23 | | | $ | 38 | | | $ | 53 | |
| Interest cost | 1,907 | | | 2,453 | | | 3,316 | |
| Expected return on plan assets | (4,167) | | | (5,548) | | | (5,278) | |
| Amortization of net loss | — | | | 348 | | | 675 | |
| Amortization of prior service credit | — | | | — | | | (397) | |
| Net periodic benefit (income) | $ | (2,237) | | | $ | (2,709) | | | $ | (1,631) | |
| TNMP | | | | | |
| Service cost | $ | 45 | | | $ | 46 | | | $ | 50 | |
| Interest cost | 308 | | | 373 | | | 451 | |
| Expected return on plan assets | (407) | | | (538) | | | (517) | |
| Amortization of net (gain) | (322) | | | (323) | | | (444) | |
| Amortization of prior service cost | — | | | — | | | — | |
| Net periodic benefit (income) | $ | (376) | | | $ | (442) | | | $ | (460) | |
The following significant weighted-average assumptions were used to determine the APBO and net periodic benefit cost. Should actual experience differ from actuarial assumptions, the APBO and net periodic benefit cost would be affected.
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| PNM | 2021 | | 2020 | | 2019 |
| Discount rate for determining December 31 APBO | 2.99 | % | | 2.65 | % | | 3.42 | % |
| Discount rate for determining net periodic benefit cost | 2.65 | % | | 3.42 | % | | 4.63 | % |
| Expected return on plan assets | 4.75 | % | | 7.00 | % | | 7.20 | % |
| Rate of compensation increase | N/A | | N/A | | N/A |
| TNMP | | | | | |
| Discount rate for determining December 31 APBO | 2.99 | % | | 2.65 | % | | 3.42 | % |
| Discount rate for determining net periodic benefit cost | 2.65 | % | | 3.42 | % | | 4.63 | % |
| Expected return on plan assets | 3.80 | % | | 5.60 | % | | 5.80 | % |
| Rate of compensation increase | N/A | | N/A | | N/A |
The assumed discount rate for determining the APBO was determined based on a review of long-term high-grade bonds and management’s expectations. The expected long-term rate of return on plan assets reflects the average rate of earnings expected on the funds invested, or to be invested, to provide for the benefits included in the APBO. Factors that are considered include, but are not limited to, historic returns on plan assets, current market information on long-term returns (e.g., long-term bond rates), and current and target asset allocations between asset categories. If all other factors were to remain unchanged, a
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
1% decrease in the expected long-term rate of return would cause PNM’s and TNMP’s 2022 net periodic benefit cost to increase $0.9 million and $0.1 million (analogous changes would result from a 1% increase). The actual rate of return for the PNM and TNMP OPEB plans was 5.2% and 2.3% for the year ended December 31, 2021.
The following table shows the assumed health care cost trend rates for the PNM OPEB plan:
| | | | | | | | | | | |
| | PNM |
| | December 31, |
| | 2021 | | 2020 |
| Health care cost trend rate assumed for next year | 6.00 | % | | 6.25 | % |
| Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) | 4.75 | % | | 5.00 | % |
| Year that the rate reaches the ultimate trend rate | 2027 | | 2026 |
TNMP’s exposure to cost increases in the OPEB plan is minimized by a provision that limits TNMP’s share of costs under the plan. Costs of the plan in excess of the limit, which was reached at the end of 2001, are wholly borne by the participants. As a result, a one-percentage-point change in assumed health care cost trend rates would have no effect on either the net periodic expense or the year-end APBO. Effective January 1, 2018, the PNM OPEB plan was amended to limit the annual increase in the Company’s costs to 5%. Increases in excess of the limit are born by the PNM OPEB plan participants.
The Company’s OPEB plans invest in a portfolio that is diversified by asset class and style strategies. The OPEB plans generally use the same pension fixed income and equity investment managers and utilize the same overall investment strategy as described above for the pension plans, except there is no allocation to alternative investments. The OPEB plans have a target asset allocation of 30% equities and 70% fixed income. See Note 9 for fair value information concerning assets held by the other postretirement benefit plans.
The following OPEB payments, which reflect expected future service and are net of participant contributions, are expected to be paid:
| | | | | | | | | | | |
| PNM | | TNMP |
| | (In thousands) |
| 2022 | $ | 5,924 | | | $ | 613 | |
| 2023 | 5,772 | | | 638 | |
| 2024 | 5,577 | | | 657 | |
| 2025 | 5,229 | | | 661 | |
| 2026 | 5,006 | | | 669 | |
| 2027 - 2031 | 20,815 | | | 3,113 | |
PNM and TNMP made no cash contributions to the OPEB trusts in 2021 or 2020 and PNM and TNMP do not expect to make cash contributions to the OPEB trusts in 2022-2026. However, a portion of the disbursements attributable to the OPEB trust are paid by PNM and are therefore considered to be contributions to the PNM OPEB plan. Payments by PNM on behalf of the PNM OPEB plan are expected to be $3.2 million in 2022 and $11.9 million in 2023-2026.
Executive Retirement Programs
For the executive retirement programs, the following table presents information about the PBO and funded status of the plans:
| | | | | | | | | | | | | | | | | | | | | | | |
| | PNM | | TNMP |
| | Year Ended December 31, | | Year Ended December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| | (In thousands) |
| PBO at beginning of year | $ | 14,222 | | | $ | 14,994 | | | $ | 678 | | | $ | 692 | |
| Service cost | — | | | — | | | — | | | — | |
| Interest cost | 363 | | | 491 | | | 17 | | | 22 | |
| Actuarial (gain) loss | (657) | | | 78 | | | (211) | | | 58 | |
| Benefits paid | (1,316) | | | (1,341) | | | (78) | | | (94) | |
| PBO at end of year – funded status | 12,612 | | | 14,222 | | | 406 | | | 678 | |
| Less current liability | 1,248 | | | 1,323 | | | 67 | | | 91 | |
| Non-current liability | $ | 11,364 | | | $ | 12,899 | | | $ | 339 | | | $ | 587 | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following table presents pre-tax information about net actuarial loss in AOCI as of December 31, 2021.
| | | | | | | | | | | |
| | December 31, 2021 |
| | PNM | | TNMP |
| | (In thousands) |
Amount in AOCI not yet recognized in net periodic benefit cost at beginning of year | $ | 2,259 | | | $ | — | |
| Experience (gain) | (657) | | | (211) | |
| Regulatory asset adjustment | 381 | | | 211 | |
| Amortization recognized in net periodic benefit (income) | (167) | | | — | |
| Amount in AOCI not yet recognized in net periodic benefit cost at end of year | $ | 1,816 | | | $ | — | |
| | | |
The following table presents the components of net periodic benefit cost:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| PNM | | | | | |
| Service cost | $ | — | | | $ | — | | | $ | — | |
| Interest cost | 363 | | | 491 | | | 651 | |
| Amortization of net loss | 395 | | | 403 | | | 318 | |
| Amortization of prior service cost | — | | | — | | | — | |
| Net periodic benefit cost | $ | 758 | | | $ | 894 | | | $ | 969 | |
| TNMP | | | | | |
| Service cost | $ | — | | | $ | — | | | $ | — | |
| Interest cost | 17 | | | 22 | | | 30 | |
| Amortization of net loss | 33 | | | 24 | | | 15 | |
| Amortization of prior service cost | — | | | — | | | — | |
| Net periodic benefit cost | $ | 50 | | | $ | 46 | | | $ | 45 | |
The following significant weighted-average assumptions were used to determine the PBO and net periodic benefit cost. Should actual experience differ from actuarial assumptions, the PBO and net periodic benefit cost would be affected.
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| PNM | 2021 | | 2020 | | 2019 |
| Discount rate for determining December 31 PBO | 3.02 | % | | 2.68 | % | | 3.44 | % |
| Discount rate for determining net periodic benefit cost | 2.68 | % | | 3.44 | % | | 4.66 | % |
| Long-term rate of return on plan assets | N/A | | N/A | | N/A |
| Rate of compensation increase | N/A | | N/A | | N/A |
| TNMP | | | | | |
| Discount rate for determining December 31 PBO | 3.01 | % | | 2.69 | % | | 3.46 | % |
| Discount rate for determining net periodic benefit cost | 2.69 | % | | 3.46 | % | | 4.63 | % |
| Long-term rate of return on plan assets | N/A | | N/A | | N/A |
| Rate of compensation increase | N/A | | N/A | | N/A |
The assumed discount rate for determining the PBO was determined based on a review of long-term high-grade bonds and management’s expectations. The impacts of changes in assumptions or experience were not significant.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Disbursements under the executive retirement program, funded by PNM and TNMP, which are considered to be contributions to the plan were $1.3 million and $0.1 million in the year ended December 31, 2021 and $1.4 million and $0.1 million for the year ended December 31, 2020. The following executive retirement plan payments, which reflect expected future service, are expected:
| | | | | | | | | | | |
| PNM | | TNMP |
| | (In thousands) |
| 2022 | $ | 1,267 | | | $ | 68 | |
| 2023 | 1,228 | | | 62 | |
| 2024 | 1,183 | | | 56 | |
| 2025 | 1,133 | | | 50 | |
| 2026 | 1,077 | | | 44 | |
| 2027 - 2031 | 4,455 | | | 135 | |
Other Retirement Plans
PNMR sponsors a 401(k) defined contribution plan for eligible employees, including those of its subsidiaries. PNMR’s contributions to the 401(k) plan consist of a discretionary matching contribution equal to 75% of the first 6% of eligible compensation contributed by the employee on a before-tax basis. PNMR also makes a non-matching contribution ranging from 3% to 10% of eligible compensation based on the eligible employee’s age. PNMR also provides executive deferred compensation benefits through an unfunded, non-qualified plan. The purpose of this plan is to permit certain key employees of PNMR who participate in the 401(k) defined contribution plan to defer compensation and receive credits without reference to the certain limitations on contributions.
A summary of expenses for these other retirement plans is as follows:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| PNMR | | | | | |
| 401(k) plan | $ | 16,648 | | | $ | 16,247 | | | $ | 16,097 | |
| Non-qualified plan | $ | 3,594 | | | $ | 2,090 | | | $ | 4,551 | |
| PNM | | | | | |
| 401(k) plan | $ | 11,826 | | | $ | 11,676 | | | $ | 11,587 | |
| Non-qualified plan | $ | 2,622 | | | $ | 1,544 | | | $ | 3,384 | |
| TNMP | | | | | |
| 401(k) plan | $ | 4,823 | | | $ | 4,572 | | | $ | 4,511 | |
| Non-qualified plan | $ | 972 | | | $ | 547 | | | $ | 1,167 | |
(12)Stock-Based Compensation
PNMR has various stock-based compensation programs, including stock options, restricted stock, and performance shares granted under the Performance Equity Plan (“PEP”). Although certain PNM and TNMP employees participate in the PNMR plans, PNM and TNMP do not have separate employee stock-based compensation plans. The Company has not awarded stock options since 2010 and all employee stock options expired or were exercised in February 2020. Certain restricted stock awards are subject to achieving performance or market targets. Other awards of restricted stock are only subject to time vesting requirements.
Performance Equity Plan
The PEP provides for the granting of non-qualified stock options, restricted stock rights, performance shares, performance units, and stock appreciation rights to officers, key employees, and non-employee members of the Board. Restricted stock under the PEP refers to awards of stock subject to vesting, performance, or market conditions rather than to shares with contractual post-vesting restrictions. Generally, the awards vest ratably over three years from the grant date of the award. However, awards with performance or market conditions vest upon satisfaction of those conditions. In addition, plan provisions provide that upon retirement, participants become 100% vested in certain stock awards. The vesting period for awards of restricted stock to non-employee members of the Board is one year. The total number of shares of PNMR common stock subject to all awards under the PEP, as approved by PNMR’s shareholders in May 2014, may not exceed 13.5 million
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
shares, subject to adjustment and certain share counting rules set forth in the PEP. This current share pool is charged five shares for each share subject to restricted stock or other full value award.
Source of Shares
The source of shares for exercised stock options and vested restricted stock is shares acquired on the open market by an independent agent, rather than newly issued shares.
Accounting for Stock Awards
The stock-based compensation expense related to restricted stock awards without performance or market conditions to participants that are retirement eligible on the grant date is recognized immediately at the grant date and is not amortized. Compensation expense for other such awards is amortized to compensation expense over the shorter of the requisite vesting period or the period until the participant becomes retirement eligible. Compensation expense for performance-based shares is recognized ratably over the performance period as required service is provided and is adjusted periodically to reflect the level of achievement expected to be attained. Compensation expense related to market-based shares is recognized ratably over the measurement period, regardless of the actual level of achievement, provided the employees meet their service requirements.
Total compensation expense for stock-based payment arrangements recognized by PNMR for the years ended December 31, 2021, 2020, and 2019 was $9.4 million, $8.1 million, and $6.4 million. Stock compensation expense of $6.4 million, $5.5 million, and $4.2 million was charged to PNM and $3.0 million, $2.6 million, and $2.2 million was charged to TNMP. At December 31, 2021, PNMR had unrecognized compensation expense related to stock awards of $4.4 million, which is expected to be recognized over an average of 1.50 years.
PNMR receives a tax deduction for certain stock option exercises during the period the options are exercised, generally for the excess of the price at which the options are sold over the exercise prices of the options, and a tax deduction for the value of restricted stock at the vesting date. All excess tax benefits and deficiencies are recorded to tax expense and classified as operating cash flows when used to reduce taxes payable.
| | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| Excess Tax Benefits | | 2021 | | 2020 | | 2019 | | |
| | (In thousands) | | |
| PNM | | $ | 564 | | | $ | 279 | | | $ | 559 | | | |
| TNMP | | 224 | | | 112 | | | 236 | | | |
| PNMR | | 788 | | | 391 | | | 795 | | | |
TNMP used excess tax benefits to reduce income taxes payable and the benefit was reflected in cash flows from operating activities. The benefit of excess tax benefits at PNM and PNMR will be reflected in operating cash flows when they reduce income taxes payable.
The grant date fair value for restricted stock and stock awards with Company internal performance targets is determined based on the market price of PNMR common stock on the date of the agreements reduced by the present value of future dividends that will not be received prior to vesting. The grant date fair value is applied to the total number of shares that are anticipated to vest, although the number of performance shares that ultimately vest cannot be determined until after the performance periods end. The grant date fair value of stock awards with market targets is determined using Monte Carlo simulation models, which provide grant date fair values that include an expectation of the number of shares to vest at the end of the measurement period.
The following table summarizes the weighted-average assumptions used to determine the awards grant date fair value:
| | | | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| Restricted Shares and Performance-Based Shares | | 2021 | | 2020 | | 2019 | | |
| Expected quarterly dividends per share | | $ | 0.3275 | | | $ | 0.3075 | | | $ | 0.2900 | | | |
| Risk-free interest rate | | 0.32 | % | | 0.72 % | | 2.47 | % | | |
| | | | | | | | |
| Market-Based Shares | | | | | | | | |
| Dividend yield | | 2.76 | % | | 2.51 | % | | 2.59 | % | | |
| Expected volatility | | 33.69 | % | | 19.41 | % | | 19.55 | % | | |
| Risk-free interest rate | | 0.29 | % | | 0.72 | % | | 2.51 | % | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following table summarizes activity in restricted stock awards including performance-based and market-based shares:
| | | | | | | | | | | | | | | | | |
| | Restricted Stock | |
| | Shares | | Weighted-Average Grant Date Fair Value | | | |
| Outstanding at December 31, 2020 | | 168,061 | | | $ | 40.77 | | | | |
| Granted | | 213,515 | | | 43.48 | | | | |
| Released | | (211,587) | | | 40.73 | | | | |
| Forfeited | | (2,719) | | | 43.81 | | | | |
| | | | | | | |
| Outstanding at December 31, 2021 | | 167,270 | | | $ | 43.71 | | | | |
PNMR’s current stock-based compensation program provides for performance and market targets through 2023. Included as granted and released in the table above are 124,941 previously awarded shares that were earned for the 2018 - 2020 performance measurement period and ratified by the Board in February 2021 (based upon achieving market targets at below “maximum” levels). Excluded from the above table are 92,343 previously awarded shares that were earned for the 2019 - 2021 performance measurement period and ratified by the Board in February 2022 (based upon achieving market targets at above “target”, below “maximum” levels). Also excluded from the table above are 142,047 and 152,414 shares for the three-year performance periods ending in 2022 and 2023 that will be awarded if all performance and market criteria are achieved at maximum levels and all executives remain eligible.
The following table provides additional information concerning restricted stock activity, including performance-based and market-based shares, and stock options:
| | | | | | | | | | | | | | | | | | | | |
| | | Year Ended December 31, |
| Restricted Stock | | 2021 | | 2020 | | 2019 |
| Weighted-average grant date fair value | | $ | 43.48 | | | $ | 36.73 | | | $ | 37.92 | |
| Total fair value of restricted shares that vested (in thousands) | | $ | 8,617 | | | $ | 8,299 | | | $ | 6,246 | |
| | | | | | |
| Stock Options | | | | | | |
| | | | | | |
| | | | | | |
| Total intrinsic value of options exercised (in thousands) | | $ | — | | | $ | 84 | | | $ | 2,617 | |
| | | | | | |
| | | | | | |
At December 31, 2019, the aggregate intrinsic value of stock options outstanding, all of which were exercisable, was less than $0.1 million. All the outstanding options were exercised or expired in February 2020.
(13) Regulatory Assets and Liabilities
The operations of PNM and TNMP are regulated by the NMPRC, PUCT, and FERC and the provisions of GAAP for rate-regulated enterprises are applied to its regulated operations. Regulatory assets represent probable future recovery of previously incurred costs that will be collected from customers through the ratemaking process. Regulatory liabilities represent probable future reductions in revenues associated with amounts that are to be credited to customers through the ratemaking process.
Regulatory assets and liabilities reflected in the Consolidated Balance Sheets are presented below.
| | | | | | | | | | | | | | | | | | | | | | | |
| PNM | | TNMP |
| | December 31, | | December 31, |
| | 2021 | | 2020 | | 2021 | | 2020 |
| Assets: | (In thousands) |
| Current: | | | | | | | |
| FPPAC | $ | 7,130 | | | $ | — | | | $ | — | | | $ | — | |
Transmission cost recovery factor | — | | | — | | | 3,906 | | | — | |
| Energy efficiency costs | — | | | — | | | 2,158 | | | 202 | |
| Other | 1,591 | | | — | | | — | | | — | |
| 8,721 | | | — | | | 6,064 | | | 202 | |
| | | | | | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
| | | | | | | | | | | | | | | | | | | | | | | |
| PNM | | TNMP |
| December 31, | | December 31, |
| 2021 | | 2020 | | 2021 | | 2020 |
| Assets (Continued): | (In thousands) |
| Non-Current: | | | | | | | |
| | | | | | | |
Coal mine reclamation costs(1) | $ | 9,942 | | | $ | 9,980 | | | $ | — | | | $ | — | |
| Deferred income taxes | 68,687 | | | 65,564 | | | 9,505 | | | 9,817 | |
| Loss on reacquired debt | 17,249 | | | 19,748 | | | 27,615 | | | 28,914 | |
Pension and OPEB(2) | 165,006 | | | 190,147 | | | 17,924 | | | 22,863 | |
| | | | | | | |
| Shutdown of SJGS Units 2 and 3 | 100,954 | | | 107,231 | | | — | | | — | |
| | | | | | | |
| AMS surcharge | — | | | — | | | 12,507 | | | 18,761 | |
| AMS retirement and other costs | — | | | — | | | 12,286 | | | 13,915 | |
| | | | | | | |
| Deferred cost under the ETA | 42,656 | | | 42,703 | | | — | | | — | |
| Deferred COVID-19 costs | 6,896 | | | 8,761 | | | — | | | 676 | |
| SJGS replacement resources | 8,269 | | | 8,282 | | | — | | | — | |
| EIM | 7,028 | | | 2,209 | | | — | | | — | |
| Other | 2,294 | | | 3,328 | | | 5,440 | | | 4,891 | |
| 428,981 | | | 457,953 | | | 85,277 | | | 99,837 | |
| Total regulatory assets | $ | 437,702 | | | $ | 457,953 | | | $ | 91,341 | | | $ | 100,039 | |
| | | | | | | |
| | | | | | | |
| | | |
| | | |
| | | | | | | |
| Liabilities: | |
| Current: | | | | | | | |
| FPPAC | $ | — | | | $ | (2,274) | | | $ | — | | | $ | — | |
| Renewable energy rider | (5,989) | | | (2,044) | | | — | | | — | |
| Energy efficiency costs | (2,327) | | | (1,101) | | | — | | | — | |
Transmission cost recovery factor | — | | | — | | | — | | | (2,052) | |
| | | | | | | |
| (8,316) | | | (5,419) | | | — | | | (2,052) | |
| Non-Current: | | | | | | | |
| Cost of removal | (294,193) | | | (284,695) | | | (73,029) | | | (59,613) | |
| Deferred income taxes | (321,976) | | | (343,844) | | | (107,250) | | | (119,695) | |
| PVNGS ARO | (1,215) | | | (5,394) | | | — | | | — | |
Renewable energy tax benefits | (16,756) | | | (17,912) | | | — | | | — | |
| | | | | | | |
| | | | | | | |
Accelerated depreciation SNCRs(3) | (16,331) | | | (12,045) | | | — | | | — | |
| Pension and OPEB | (2,376) | | | — | | | (6,099) | | | (5,535) | |
| COVID-19 cost savings | (900) | | | (900) | | | — | | | — | |
| Other | (83) | | | (83) | | | (1,185) | | | (512) | |
| (653,830) | | | (664,873) | | | (187,563) | | | (185,355) | |
| Total regulatory liabilities | $ | (662,146) | | | $ | (670,292) | | | $ | (187,563) | | | $ | (187,407) | |
(1) Includes $9.3 million in coal mine reclamation costs related to PNM’s planned retirement of SJGS in 2022 and recoverable under the ETA as described in Note 16
(2) Includes $2.2 million for certain PNM pension costs as described in Note 11
(3) Amounts to be included under the ETA
The Company’s regulatory assets and regulatory liabilities are reflected in rates charged to customers or have been addressed in a regulatory proceeding. The Company does not receive or pay a rate of return on the following regulatory assets and regulatory liabilities (and their remaining amortization periods): coal mine reclamation costs (through 2020); deferred income taxes (over the remaining life of the taxable item, up to the remaining life of utility plant); pension and OPEB costs (through 2033); PVNGS ARO (to be determined in a future regulatory proceeding); costs recoverable under the ETA (over the securitization period); deferred COVID-19 costs (to be determined in a future regulatory proceeding); and SJGS replacement resources (to be determined in a future regulatory proceeding).
The Company is permitted, under rate regulation, to accrue and record a regulatory liability for the estimated cost of removal and salvage associated with certain of its assets through depreciation expense. Actuarial losses and prior service costs for pension plans are required to be recorded in AOCI; however, to the extent authorized for recovery through the regulatory process these amounts are recorded as regulatory assets or liabilities. Based on prior regulatory approvals, the amortization of these amounts will be included in the Company’s rates. Based on a current evaluation of the various factors and conditions that are expected to impact future cost recovery, the Company believes that future recovery of its regulatory assets is probable.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
(14)Construction Program and Jointly-Owned Electric Generating Plants
PNM is a participant in several jointly-owned power plant projects. The participation agreement for SJGS, was set to expire on June 30, 2022, but was extended, subject to FERC’s acceptance of the extension, through September 30, 2022. See Note 17. The primary operating or participation agreements for the other joint projects expire in July 2041 for Four Corners, December 2046 for Luna, and November 2047 for PVNGS.
PNM’s expenditures for additions to utility plant were $602.2 million in 2021, including expenditures on jointly-owned projects. TNMP does not participate in the ownership or operation of any generating plants, but incurred expenditures for additions to utility plant of $311.9 million during 2021. On a consolidated basis, PNMR’s expenditures for additions to utility plant were $935.0 million in 2021.
Joint Projects
Under the agreements for the jointly-owned projects, PNM has an undivided interest in each asset and liability of the project and records its pro-rata share of each item in the corresponding asset and liability account on PNM’s Consolidated Balance Sheets. Likewise, PNM records its pro-rata share of each item of operating and maintenance expenses for its jointly-owned plants within the corresponding operating expense account in its Consolidated Statements of Earnings. PNM is responsible for financing its share of the capital and operating costs of the joint projects.
At December 31, 2021, PNM’s interests and investments in jointly-owned generating facilities are:
| | | | | | | | | | | | | | | | | | | | | | | |
| Station (Fuel Type) | Plant in
Service | | Accumulated Depreciation(1) | | Construction
Work in
Progress | | Composite
Interest |
| | (In thousands) |
| SJGS (Coal) | $ | 815,361 | | | $ | 455,159 | | | $ | 10 | | | 66.35 | % |
PVNGS (Nuclear) (2) | $ | 869,363 | | | $ | 403,764 | | | $ | 38,770 | | | 10.20 | % |
| Four Corners Units 4 and 5 (Coal) | $ | 316,033 | | | $ | 100,156 | | | $ | 6,294 | | | 13.00 | % |
| Luna (Gas) | $ | 80,159 | | | $ | 31,244 | | | $ | 46 | | | 33.33 | % |
(1) Includes cost of removal.
(2) Includes interest in PVNGS Unit 3, interest in common facilities for all PVNGS units, and owned interests in PVNGS Units 1 and 2, including improvements.
San Juan Generating Station
PNM operates and jointly owns SJGS. Effective January 1, 2018, SJGS Unit 1 is owned 50% by PNM and 50% by Tucson and SJGS Unit 4 is owned 77.297% by PNM, including a 12.8% interest held as merchant plant, 8.475% by Farmington, 7.2% by Los Alamos, and 7.028% by UAMPS. See Notes 16 and 17 for additional information about SJGS, including the shutdown of SJGS Units 2 and 3 in December 2017 and the restructuring of SJGS ownership as well as information on PNM’s SJGS Abandonment Application.
Palo Verde Nuclear Generating Station
PNM is a participant in the three units of PVNGS with APS (the operating agent), SRP, EPE, SCE, SCPPA, and The Department of Water and Power of the City of Los Angeles. PNM has a 10.2% undivided interest in PVNGS, with portions of its interests in Units 1 and 2 held under leases. See Note 8 for additional information concerning the PVNGS leases, including PNM’s purchase of the assets underlying certain of the leases in January 2016, PNM’s option to purchase or return certain lease interests that have been extended through 2023 and 2024, and Note 17 for the outcome of PNM’s appeal to the NM Supreme Court regarding the NMPRC’s treatment of those purchases and lease extensions in the NM 2015 Rate Case.
Operation of each of the three PVNGS units requires an operating license from the NRC. The NRC issued full power operating licenses for Unit 1 in June 1985, Unit 2 in April 1986, and Unit 3 in November 1987. The full power operating licenses were originally for a period of 40 years and authorize APS, as operating agent for PVNGS, to operate the three PVNGS units. In April 2011, the NRC approved extensions in the operating licenses for the plants for 20 years through June 2045 for Unit 1, April 2046 for Unit 2, and November 2047 for Unit 3.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Four Corners Power Plant
PNM is a participant in two units of Four Corners with APS (the operating agent), an affiliate of APS, SRP, and Tucson. PNM has a 13.0% undivided interest in Units 4 and 5 of Four Corners. The Four Corners plant site is located on land within the Navajo Nation and is subject to an easement from the federal government. APS, on behalf of the Four Corners participants, negotiated amendments to an existing agreement with the Navajo Nation, which extends the owners’ right to operate the plant on the site to July 2041. See Note 16 and 17 for additional information about Four Corners.
Luna Energy Facility
Luna is a combined-cycle power plant near Deming, New Mexico. Luna is owned equally by PNM, Tucson, and Samchully Power & Utilities 1, LLC. The operation and maintenance of the facility has been contracted to North American Energy Services.
(15)Asset Retirement Obligations
AROs are recorded based on studies to estimate the amount and timing of future ARO expenditures and reflect underlying assumptions, such as discount rates, estimates of the future costs for decommissioning, and the timing of the removal activities to be performed. Approximately 62% of PNM’s total ARO liabilities are related to nuclear decommissioning of PVNGS. PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS, including portions under lease both during and after termination of the leases. Studies of the decommissioning costs of PVNGS, SJGS, Four Corners, and other facilities are performed periodically and revisions to the ARO liabilities are recorded. Changes in the assumptions underlying the calculations may also require revisions to the estimated AROs when identified. A reconciliation of the ARO liabilities is as follows:
| | | | | | | | | | | | | | | | | |
| PNMR | | PNM | | TNMP |
| | (In thousands) |
| Liability at December 31, 2018 | $ | 158,674 | | | $ | 157,814 | | | $ | 860 | |
| Liabilities incurred | — | | | — | | | — | |
| Liabilities settled | (987) | | | (935) | | | (52) | |
| Accretion expense | 12,635 | | | 12,562 | | | 73 | |
| Revisions to estimated cash flows | 11,640 | | | 11,640 | | | — | |
| Liability at December 31, 2019 | 181,962 | | | 181,081 | | | 881 | |
| Liabilities incurred | — | | | — | | | — | |
| Liabilities settled | (1,444) | | | (1,192) | | | (252) | |
| Accretion expense | 11,310 | | | 11,236 | | | 74 | |
Revisions to estimated cash flows(1) | (8,407) | | | (8,407) | | | — | |
| Liability at December 31, 2020 | 183,421 | | | 182,718 | | | 703 | |
| Liabilities incurred | 1,781 | | | 1,781 | | | — | |
| Liabilities settled | (142) | | | (142) | | | — | |
| Accretion expense | 9,308 | | | 9,248 | | | 60 | |
Revisions to estimated cash flows(2) | 39,778 | | | 39,778 | | | — | |
| Liability at December 31, 2021 | $ | 234,146 | | | $ | 233,383 | | | $ | 763 | |
(1) Reflects a decrease of $9.2 million related to an updated PVNGS decommissioning study and an increase of $0.8 million related to an updated Four Corners decommissioning study.
(2) Reflects impacts of newly approved remediation ordinance in San Juan county requiring the full demolition of SJGS. See Note 16.
(16)Commitments and Contingencies
Overview
There are various claims and lawsuits pending against the Company. In addition, the Company is subject to federal, state, and local environmental laws and regulations and periodically participates in the investigation and remediation of various sites. In addition, the Company periodically enters into financial commitments in connection with its business operations. Also, the Company is involved in various legal and regulatory proceedings in the normal course of its business. See Note 17. It is not possible at this time for the Company to determine fully the effect of all litigation and other legal and regulatory proceedings on its financial position, results of operations, or cash flows.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
With respect to some of the items listed below, the Company has determined that a loss is not probable or that, to the extent probable, cannot be reasonably estimated. In some cases, the Company is not able to predict with any degree of certainty the range of possible loss that could be incurred. The Company assesses legal and regulatory matters based on current information and makes judgments concerning their potential outcome, giving due consideration to the nature of the claim, the amount and nature of any damages sought, and the probability of success. Such judgments are made with the understanding that the outcome of any litigation, investigation, or other legal proceeding is inherently uncertain. The Company records liabilities for matters where it is probable a loss has been incurred and the amount of loss is reasonably estimable. The actual outcomes of the items listed below could ultimately differ from the judgments made and the differences could be material. The Company cannot make any assurances that the amount of reserves or potential insurance coverage will be sufficient to cover the cash obligations that might be incurred as a result of litigation or regulatory proceedings. Except as otherwise disclosed, the Company does not expect that any known lawsuits, environmental costs, and commitments will have a material effect on its financial condition, results of operations, or cash flows.
Commitments and Contingencies Related to the Environment
PVNGS Decommissioning Funding
The costs of decommissioning a nuclear power plant are substantial. PNM is responsible for all decommissioning obligations related to its entire interest in PVNGS, including portions under lease both during and after termination of the leases. PNM has a program for funding its share of decommissioning costs for PVNGS, including portions held under leases. The nuclear decommissioning funding program is invested in equities and fixed income instruments in qualified and non-qualified trusts. PNM funded $1.3 million for each of the years ended December 31, 2021, 2020 and 2019 into the qualified trust funds. The market value of the trusts at December 31, 2021 and 2020 was $394.5 million and $379.2 million. See Note 17 for additional discussion of the NM Supreme Court’s decisions in PNM’s appeal of the NMPRC’s decisions in the NM 2015 Rate Case and discussion in PNM’s PVNGS Lease Abandonment Application.
Nuclear Spent Fuel and Waste Disposal
Nuclear power plant operators are required to enter into spent fuel disposal contracts with the DOE that require the DOE to accept and dispose of all spent nuclear fuel and other high-level radioactive wastes generated by domestic power reactors. Although the Nuclear Waste Policy Act required the DOE to develop a permanent repository for the storage and disposal of spent nuclear fuel by 1998, the DOE announced that it would not be able to open the repository by 1998 and sought to excuse its performance of these requirements. In November 1997, the DC Circuit issued a decision preventing the DOE from excusing its own delay but refused to order the DOE to begin accepting spent nuclear fuel. Based on this decision and the DOE’s delay, a number of utilities, including APS (on behalf of itself and the other PVNGS owners, including PNM), filed damages actions against the DOE in the Court of Federal Claims. The lawsuits filed by APS alleged that damages were incurred due to DOE’s continuing failure to remove spent nuclear fuel and high-level waste from PVNGS. In August 2014, APS and the DOE entered into a settlement agreement that establishes a process for the payment of claims for costs incurred through December 31, 2019. In July 2020, APS accepted the DOE’s extension of the settlement agreement for recovery of costs incurred through December 31, 2022. Under the settlement agreement, APS must submit claims annually for payment of allowable costs. PNM records estimated claims on a quarterly basis. The benefit from the claims is passed through to customers under the FPPAC to the extent applicable to NMPRC regulated operations.
PNM estimates that it will incur approximately $59.6 million (in 2019 dollars) for its share of the costs related to the on-site interim storage of spent nuclear fuel at PVNGS during the term of the operating licenses. PNM accrues these costs as a component of fuel expense as the nuclear fuel is consumed. At December 31, 2021 and 2020, PNM had a liability for interim storage costs of $13.0 million and $12.8 million, which is included in other deferred credits.
PVNGS has sufficient capacity at its on-site Independent Spent Fuel Storage Installation (“ISFSI”) to store all of the nuclear fuel that will be irradiated during the initial operating license period, which ends in December 2027. Additionally, PVNGS has sufficient capacity at its on-site ISFSI to store a portion of the fuel that will be irradiated during the period of extended operation, which ends in November 2047. If uncertainties regarding the U.S. government’s obligation to accept and store spent fuel are not favorably resolved, APS will evaluate alternative storage solutions that may obviate the need to expand the ISFSI to accommodate all of the fuel that will be irradiated during the period of extended operation.
The Energy Transition Act
In 2019, the Governor signed into New Mexico state law Senate Bill 489, known as the Energy Transition Act (“ETA”). The ETA became effective as of June 14, 2019 and sets a statewide standard that requires investor-owned electric utilities to
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
have specified percentages of their electric-generating portfolios be from renewable and zero-carbon generating resources. The ETA amends the REA and requires utilities operating in New Mexico to have renewable portfolios equal to 40% by 2025, 50% by 2030, 80% by 2040, and 100% zero-carbon energy by 2045. The ETA also amends sections of the REA to allow for the recovery of undepreciated investments and decommissioning costs related to qualifying EGUs that the NMPRC has required be removed from retail jurisdictional rates, provided replacement resources to be included in retail rates have lower or zero-carbon emissions. The ETA requires the NMPRC to review and approve utilities’ annual renewable portfolio plans to ensure compliance with the RPS. The ETA also directs the New Mexico Environmental Improvement Board to adopt standards of performance that limit CO2 emissions to no more than 1,100 lbs per MWh beginning January 1, 2023 for new or existing coal-fired EGUs with original installed capacities exceeding 300 MW.
The ETA provides for a transition from fossil-fuel generation resources to renewable and other carbon-free resources through certain provisions relating to the abandonment of coal-fired generating facilities. These provisions include the use of energy transition bonds, which are designed to be highly rated bonds that can be issued to finance certain costs of abandoning coal-fired facilities that are retired prior to January 1, 2023, for facilities operated by a “qualifying utility,” or prior to January 1, 2032 for facilities that are not operated by a qualifying utility. The amount of energy transition bonds that can be issued to recover abandonment costs is limited to the lesser of $375.0 million or 150% of the undepreciated investment of the facility as of the abandonment date. Proceeds provided by energy transition bonds must be used only for purposes related to providing utility service to customers and to pay energy transition costs (as defined by the ETA). These costs may include plant decommissioning and coal mine reclamation costs, provided those costs have not previously been recovered from customers or disallowed by the NMPRC or by a court order. Proceeds from energy transition bonds may also be used to fund severances for employees of the retired facility and related coal mine and to promote economic development, education and job training in areas impacted by the retirement of the coal-fired facilities. Energy transition bonds must be issued under a NMPRC approved financing order, are secured by “energy transition property,” are non-recourse to the issuing utility, and repaid by a non-bypassable charge paid by all customers of the issuing utility. These customer charges are subject to an adjustment mechanism designed to provide for timely and complete payment of principal and interest due under the energy transition bonds.
The ETA also provides that utilities must obtain NMPRC approval of competitively procured replacement resources that shall be evaluated based on their cost, economic development opportunity, ability to provide jobs with comparable pay and benefits to those lost upon retirement of the facility and that do not exceed emissions thresholds specified in the ETA. In determining whether to approve replacement resources, the NMPRC must give preference to resources with the least environmental impacts, those with higher ratios of capital costs to fuel costs, and those located in the school district of the abandoned facility. The ETA also provides for the procurement of energy storage facilities and gives utilities discretion to maintain, control, and operate these systems to ensure reliable and efficient service.
The ETA will have a significant impact on PNM’s future generation portfolio, including PNM’s planned retirement of SJGS in 2022 and the planned Four Corners exit in 2024. PNM cannot predict the full impact of the ETA or the outcome of its pending and potential future generating resource abandonment and replacement resource filings with the NMPRC. See additional discussion in Note 17 of PNM’s SJGS and Four Corners Abandonment Applications.
The Clean Air Act
Regional Haze
In 1999, EPA developed a regional haze program and regional haze rules under the CAA. The rule directs each of the 50 states to address regional haze. Pursuant to the CAA, states are required to establish goals for improving visibility in national parks and wilderness areas (also known as Class I areas) and to develop long-term strategies for reducing emissions of air pollutants that cause visibility impairment in their own states and for preventing degradation in other states. States must establish a series of interim goals to ensure continued progress by adopting a new SIP every ten years. In the first SIP planning period, states were required to conduct BART determinations for certain covered facilities, including utility boilers, built between 1962 and 1977 that have the potential to emit more than 250 tons per year of visibility impairing pollution. If it was demonstrated that the emissions from these sources caused or contributed to visibility impairment in any Class I area, BART must have been installed by the beginning of 2018. For all future SIP planning periods, states must evaluate whether additional emissions reduction measures may be needed to continue making reasonable progress toward natural visibility conditions.
In 2017, EPA published revisions to the regional haze rule in the Federal Register. The new rule delayed the due date for the next cycle of SIPs from 2019 to 2021, altered the planning process that states must employ in determining whether to impose “reasonable progress” emission reduction measures, and gave new authority to federal land managers to seek additional emission reduction measures outside of the states’ planning process. Finally, the rule made several procedural changes to the regional haze program, including changes to the schedule and process for states to file 5-year progress reports. EPA’s new rule
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
was challenged by numerous parties. On January 19, 2018, EPA filed a motion to hold the case in abeyance in light of several letters issued by EPA on January 17, 2018 to grant various petitions for reconsideration of the 2017 rule revisions. EPA’s decision to revisit the 2017 rule is not a determination on the merits of the issues raised in the petitions.
On December 20, 2018, EPA released a new guidance document on tracking visibility progress for the second planning period. EPA is allowing states discretion to develop SIPs that may differ from EPA’s guidance as long as they are consistent with the CAA and other applicable regulations. On August 20, 2019, EPA finalized the draft guidance that was previously released as a companion to the regional haze rule revisions, and EPA clarified that guidance in a memorandum issued on July 8, 2021. SIPs for the second planning period were due in July 2021, which deadline NMED was unable to meet. NMED is currently preparing its SIP for the second compliance period and has notified PNM that it will not be required to submit a regional haze four-factor analysis for SJGS since PNM will retire its share of SJGS in 2022. On February 7, 2022, numerous environmental groups sent EPA a notice of intent to sue over the EPA’s failure to issue a finding that 39 states, including New Mexico, failed to submit regional haze SIPs for the second planning period. Most states have not yet submitted their SIPs but are in the various stages of development. The notice of intent alleges that as of January 31, 2022, EPA is in violation of its nondiscretionary duty to issue a finding that these states failed to submit the required SIPs. NMED’s current timeline indicates the proposed SIP will be submitted between July 2022 and January 2023.
Carbon Dioxide Emissions
On August 3, 2015, EPA established standards to limit CO2 emissions from power plants, including (1) Carbon Pollution Standards for new, modified, and reconstructed power plants; and (2) the Clean Power Plan for existing power plants.
Multiple states, utilities and trade groups filed petitions for review in the DC Circuit to challenge both the Carbon Pollution Standards for new sources and the Clean Power Plan for existing sources in separate cases. Challengers successfully petitioned the US Supreme Court for a stay of the Clean Power Plan. However, before the DC Circuit could issue an opinion regarding either the Carbon Pollution Standards or the Clean Power Plan, the Trump Administration asked that the case be held in abeyance while the rule was being re-evaluated, which was granted.
On June 19, 2019, EPA repealed the Clean Power Plan, promulgated the ACE Rule, and revised the implementing regulations for all emission guidelines. EPA set the Best System of Emissions Reduction (“BSER”) for existing coal-fired power plants as heat rate efficiency improvements based on a range of “candidate technologies” that can be applied inside the fence-line of an individual facility. On September 17, 2019, the DC Circuit issued an order that granted motions by various petitioners, including industry groups and EPA, to dismiss the cases challenging the Clean Power Plan as moot due to EPA’s issuance of the ACE Rule.
The ACE Rule was also challenged, and on January 19, 2021, the DC Circuit issued an opinion in American Lung Association and American Public Health Association v. EPA, et al., finding that EPA misinterpreted the CAA when it determined that the language of Section 111 unambiguously barred consideration of emissions reductions options that were not applied at the source. As a result, the court vacated the ACE Rule and remanded the record back to the EPA for further consideration consistent with its opinion. While the DC Circuit rejected the ACE Rule, it did not reinstate the Clean Power Plan. EPA filed a motion seeking a partial stay of the mandate as to the repeal of the Clean Power Plan, to ensure the court’s order will not render effective the now out-of-date Clean Power Plan. On February 22, 2021, the U.S. Court of Appeals for the DC Circuit granted EPA’s motion, indicating that it would withhold issuance of the mandate with respect to the repeal of the Clean Power Plan until EPA responds to the court’s remand in a new rulemaking action. EPA has commenced the rulemaking process under section 111 to establish new emission guidelines for CO2 emissions from existing power plants. The agency indicates that they plan to publish the draft rule in the summer of 2022 with a final rule in summer of 2023.
Four petitions for writ of certiorari were filed in the US Supreme Court seeking review of the DC Circuit’s January opinion vacating the ACE Rule and the repeal of the Clean Power Plan. The petitioners include (1) West Virginia and 18 other states that had intervened to defend the ACE Rule, (2) North American Coal Corporation, (3) North Dakota (separately from the other states), and (4) Westmoreland Mining Holdings LLC. On October 29, 2021, the US Supreme Court granted the four petitions for writs of certiorari. Oral arguments in the US Supreme Court were held on February 28, 2022. A decision is expected in June 2022.
The litigation over the Carbon Pollution Standards remains held in abeyance but could be reactivated by the parties upon a determination by the court that the Biden Administration is unlikely to finalize the revisions proposed in 2018 and that reconsideration of the rule has concluded.
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On January 27, 2021, President Biden signed an extensive Executive Order aimed at addressing climate change concerns domestically and internationally. The order is intended to build on the initial climate-related actions the Biden Administration took on January 20, 2021. It addresses a wide range of issues, including establishing climate change concerns as an essential element of U.S. foreign and security policy, identifying a process to determine the U.S. INDC under the Paris Agreement, and establishing a Special Presidential Envoy for Climate that will sit on the National Security Council. On April 22, 2021, at the Earth Day Summit, as part of the U.S.’s re-entry into the Paris Agreement, President Biden unveiled the goal to cut U.S. emissions by 50% - 52% from 2005 levels by 2030, nearly double the GHG emissions reduction target set by the Obama Administration. The 2030 goal joins President Biden’s other climate goals which include a carbon pollution-free power sector by 2035 and a net-zero emissions economy by no later than 2050.
PNM’s review of the GHG emission reductions standards that may occur as a result of legislation or regulation under the Biden Administration and in response to the court’s ruling on the ACE Rule is ongoing. PNM cannot predict the impact these standards may have on its operations or a range of the potential costs of compliance, if any.
National Ambient Air Quality Standards (“NAAQS”)
The CAA requires EPA to set NAAQS for pollutants reasonably anticipated to endanger public health or welfare. EPA has set NAAQS for certain pollutants, including NOx, SO2, ozone, and particulate matter.
NOX Standard – On April 18, 2018, EPA published the final rule to retain the current primary health-based NOx standards of which NO2 is the constituent of greatest concern and is the indicator for the primary NAAQS. EPA concluded that the current 1-hour and annual primary NO2 standards are requisite to protect public health with an adequate margin of safety. The rule became effective on May 18, 2018. PNM maintains compliance with the current NOx NAAQS standards.
SO2 Standard – On February 25, 2019, EPA announced its final decision to retain, without changes, the primary health-based NAAQS for SO2. Specifically, EPA will retain the current 1-hour standard for SO2, which is 75 parts per billion, based on the 3-year average of the 99th percentile of daily maximum 1-hour SO2 concentrations. PNM maintains compliance with the current SO2 NAAQS standards.
On March 26, 2021, EPA published in the Federal Register the initial air quality designations for all remaining areas not yet designated under the 2010 SO2 Primary NAAQS. This is EPA’s fourth and final set of actions to designate areas of the U.S. for the 2010 SO2 NAAQS. All areas of New Mexico have been designated attainment/unclassifiable through four rounds of designations by EPA.
Ozone Standard – On October 1, 2015, EPA finalized the new ozone NAAQS and lowered both the primary and secondary 8-hour standard from 75 to 70 parts per billion. With ozone standards becoming more stringent, fossil-fueled generation units will come under increasing pressure to reduce emissions of NOx and volatile organic compounds since these are the pollutants that form ground-level ozone. On July 13, 2020, EPA proposed to retain the existing ozone NAAQS based on a review of the full body of currently available scientific evidence and exposure/risk information. EPA finalized its decision to retain the ozone NAAQS in a notice published on December 31, 2020 making it immediately effective. The Center for Biological Diversity filed a lawsuit on February 25, 2021, challenging the decision to retain the existing ozone standard, and the Biden Administration has included the decision in its list of actions that may be reconsidered.
On November 10, 2015, EPA proposed a rule revising its Exceptional Events Rule, which outlines the requirements for excluding air quality data (including ozone data) from regulatory decisions if the data is affected by events outside an area’s control. The proposed rule is important in light of the more stringent ozone NAAQS final rule since western states like New Mexico and Arizona are subject to elevated background ozone transport from natural local sources, such as wildfires and stratospheric inversions, and transported via winds from distant sources in other regions or countries. EPA finalized the rule on October 3, 2016 and released related guidance in 2018 and 2019 to help implement its new exceptional events policy.
During 2017 and 2018, EPA released rules establishing area designations for ozone. In those rules, San Juan County, New Mexico, where SJGS and Four Corners are located, is designated as attainment/unclassifiable and only a small area in Doña Ana County, New Mexico is designated as marginal non-attainment. Although Afton is located in Doña Ana County, it is not located within the small area designated as non-attainment for the 2015 ozone standard. The rule became effective May 8, 2018.
On November 22, 2019, EPA issued findings that several states, including New Mexico, had failed to submit interstate transport SIPs for the 2015 8-hour ozone NAAQS. In response, in December 2019, NMED published the Public Review Draft
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of the New Mexico 2013 NAAQS Good Neighbor SIP that demonstrates that there are no significant contributions from New Mexico to downwind problems in meeting the federal ozone standard.
NMED has responsibility for bringing the small area in Doña Ana County designated as marginal/non-attainment for ozone into compliance and will look at all sources of NOx and volatile organic compounds. NMED has submitted the required elements for the Sunland Park Ozone Non-attainment Area SIP. This includes a transportation conformity demonstration, a 2017 baseline emissions inventory and emissions statement, and an amendment to the state's Non-attainment Permitting rules at 20.2.79 New Mexico Administrative Code to conform to EPA's SIP Requirements Rule for 2015 Q3 NAAQS (i.e., “implementation rule”).
The SIP elements had staggered deadlines and were done in three submissions: (1) the transportation conformity demonstration was completed by the El Paso Metropolitan Planning Organization on behalf of New Mexico in 2019, which is responsible for transportation planning in that area, and the submission received concurrence from EPA and the Federal Highway Administration; (2) the emissions inventory and statement SIP was submitted to EPA in September 2020; and (3) the Non-attainment New Source Review SIP was submitted to EPA on August 10, 2021.
In response to lawsuits brought by states and environmental groups, on October 29, 2021, EPA filed a motion in the DC Circuit indicating it will reconsider the 2020 ozone NAAQS standard. EPA expects to complete this by the end of 2023.
PNM does not believe there will be material impacts to its facilities because of NMED’s non-attainment designation of the small area within Doña Ana County. Until EPA approves attainment designations for the Navajo Nation and releases a proposal to implement the revised ozone NAAQS, PNM is unable to predict what impact the adoption of these standards may have on Four Corners. With respect to EPA’s reconsideration of the 2020 decision to retain the 2015 ozone standards, PNM cannot predict the outcome of this matter.
PM Standard – On January 30, 2020, EPA published in the Federal Register a notice announcing the availability of a final Policy Assessment for the Review of the NAAQS for Particulate Matter (the “Final PA”). The final assessment was prepared as part of the review of the primary and secondary PM NAAQS. In the assessment, EPA recommended lowering the primary annual PM 2.5 standard to between 8 µg/m3 and 10 µg/m3. However, on April 30, 2020, EPA published a proposed rule to retain the current standards for PM due to uncertainties in the data relied upon in the Final PA. EPA accepted comments on the proposed rule through June 29, 2020. On December 7, 2020, EPA announced it will retain, without revision, the existing primary (health-based) and secondary (welfare-based) NAAQS for PM, and EPA published a notice of that final action on December 18, 2020, making it immediately effective. On January 14, 2021, several states and New York City filed a petition for review in the DC Circuit, challenging EPA’s final rule retaining the current primary and secondary PM NAAQS. On February 9, 2021, a similar lawsuit was filed by the Center for Biological Diversity in the DC Circuit. On June 10, 2021, EPA announced that it will reconsider the previous administration’s December 2020 decision to retain the current primary and secondary PM NAAQS, and on October 8, 2021, EPA announced the release of a new draft policy assessment (the “Draft PA”). Like the Final PA, the Draft PA states that available scientific evidence and technical information indicate that the current standards may not be adequate to protect public health and welfare, as required by the Clean Air Act. EPA anticipates issuing a proposed rule in summer 2022 and a final rule in spring 2023. PNM maintains compliance with the current PM NAAQS standards and cannot predict the impacts of the outcome of future rulemaking.
Cooling Water Intake Structures
In 2014, EPA issued a rule establishing national standards for certain cooling water intake structures at existing power plants and other facilities under the Clean Water Act to protect fish and other aquatic organisms by minimizing impingement mortality (the capture of aquatic wildlife on intake structures or against screens) and entrainment mortality (the capture of fish or shellfish in water flow entering and passing through intake structures).
To minimize impingement mortality, the rule provides operators of facilities, such as SJGS and Four Corners, seven options for meeting Best Technology Available (“BTA”) standards for reducing impingement. SJGS has a closed-cycle recirculating cooling system, which is a listed BTA and may also qualify for the “de minimis rate of impingement” based on the design of the intake structure. The permitting authority must establish the BTA for entrainment on a site-specific basis, taking into consideration an array of factors, including endangered species and social costs and benefits. Affected sources must submit source water baseline characterization data to the permitting authority to assist in the determination. Compliance deadlines under the rule are tied to permit renewal and will be subject to a schedule of compliance established by the permitting authority.
The rule is not clear as to how it applies and what the compliance timelines are for facilities like SJGS that have a cooling water intake structure and only a multi-sector general stormwater permit. However, EPA has indicated that it is
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contemplating a December 31, 2023 compliance deadline. PNM is working with EPA regarding this issue and does not expect material changes as a result of any requirements that may be imposed upon SJGS, particularly given the planned retirement of SJGS in 2022.
On May 23, 2018, several environmental groups sued EPA Region IX in the U.S. Court of Appeals for the Ninth Circuit Court over EPA’s failure to timely reissue the Four Corners NPDES permit. The petitioners asked the court to issue a writ of mandamus compelling EPA Region IX to take final action on the pending NPDES permit by a reasonable date. EPA subsequently reissued the NPDES permit on June 12, 2018. The permit did not contain conditions related to the cooling water intake structure rule, as EPA determined that the facility has achieved BTA for both impingement and entrainment by operating a closed-cycle recirculation system. On July 16, 2018, several environmental groups filed a petition for review with EPA’s Environmental Appeals Board (“EAB”) concerning the reissued permit. The environmental groups alleged that the permit was reissued in contravention of several requirements under the Clean Water Act and did not contain required provisions concerning certain revised ELG, existing-source regulations governing cooling-water intake structures, and effluent limits for surface seepage and subsurface discharges from coal-ash disposal facilities. On December 19, 2018, EPA withdrew the Four Corners NPDES permit in order to examine issues raised by the environmental groups. Withdrawal of the permit moots the appeal pending before the EAB. EAB thereafter dismissed the environmental groups’ appeal. EPA issued an updated NPDES permit on September 30, 2019. The permit was once again appealed to the EAB and was stayed before the effective date. Oral argument was heard on September 3, 2020. The EAB issued an order denying the petition for review on September 30, 2020. The denial was based on the EAB’s determination that the petitioners had failed to demonstrate that review of the permit was warranted on any of the grounds presented in the petition. Thereafter, the Regional Administrator of the EPA signed a Notice of Final Permit Decision, and the NPDES permit was issued on November 9, 2020. The permit became effective December 1, 2020 and will expire on November 30, 2025. On January 22, 2021, the environmental groups filed a petition for review of the EAB's decision with the U.S. Court of Appeals for the Ninth Circuit. The September 2019 permit remains in effect pending this appeal. PNM cannot predict whether there will be further appeals of this matter or whether the outcome of any such appeal will have a material impact on PNM’s financial position, results of operations, or cash flows.
Effluent Limitation Guidelines
On June 7, 2013, EPA published proposed revised wastewater ELG establishing technology-based wastewater discharge limitations for fossil fuel-fired electric power plants. EPA signed the final Steam Electric ELG rule on September 30, 2015. The final rule, which became effective on January 4, 2016, phased in the new, more stringent requirements in the form of effluent limits for arsenic, mercury, selenium, and nitrogen for wastewater discharged from wet scrubber systems and zero discharge of pollutants in ash transport water that must be incorporated into plants’ NPDES permits. The 2015 rule required each plant to comply between 2018 and 2023 depending on when it needs a new or revised NPDES permit.
The Steam Electric ELG rule was challenged in the U.S. Court of Appeals for the Fifth Circuit by numerous parties. On April 12, 2017, EPA signed a notice indicating its intent to reconsider portions of the rule, and on August 22, 2017, the Fifth Circuit issued an order severing the issues under reconsideration and holding the case in abeyance as to those issues. However, the court allowed challenges to other portions of the rule to proceed. On April 12, 2019, the Fifth Circuit granted those challenges and issued an opinion vacating several portions of the rule, specifically those related to legacy wastewater and leachate, for which the court deemed the standards selected by EPA arbitrary and capricious.
On September 18, 2017, EPA published a final rule for postponement of certain compliance dates. The rule postponed the earliest date on which compliance with the ELG for these waste streams would be required from November 1, 2018 until November 1, 2020. On November 22, 2019, EPA published a proposed rule revising the original ELG while maintaining the compliance dates. Comments were due January 21, 2020. On October 13, 2020, EPA published in the Federal Register the final Steam Electric ELG and standards for the Steam Electric Power Generating Point Source Category, revising the final 2015 guidelines for both flue gas desulfurization wastewater and bottom ash transport water. The rule will require compliance with new limits as soon as possible on or after October 13, 2021, but no later than December 31, 2025.
On August 3, 2021, EPA published notice that it will undertake a supplemental rulemaking to revise the ELG after completing its review of the 2020 Reconsideration Rule. As part of this process, EPA will determine whether more stringent limitations and standards are appropriate. EPA intends to publish a proposed rule in the fall of 2022.
Because SJGS is zero discharge for wastewater and is not required to hold a NPDES permit, it is expected that minimal to no requirements will be imposed. Reeves Station discharges cooling tower blowdown to a publicly owned treatment plant and holds an NPDES permit. It is expected that minimal to no requirements will be imposed at Reeves Station.
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See “Cooling Water Intake Structures” above for additional discussion of Four Corners’ current NPDES permit. Four Corners may be required to change equipment and operating practices affecting boilers and ash handling systems, as well as change its waste disposal techniques during the next NPDES permit renewal in 2023. PNM is unable to predict the outcome of these matters or a range of the potential costs of compliance.
Santa Fe Generating Station
PNM and NMED are parties to agreements under which PNM has installed a remediation system to treat water from a City of Santa Fe municipal supply well and an extraction well to address gasoline contamination in the groundwater at the site of PNM’s former Santa Fe Generating Station and service center. A 2008 NMED site inspection report states that neither the source nor extent of contamination at the site has been determined and that the source may not be the former Santa Fe Generating Station. During 2013 and 2014, PNM and NMED collected additional samples that showed elevated concentrations of nitrate and volatile organic compounds in some of the monitoring wells at the site. In addition, one monitoring well contained free-phase hydrocarbon products. PNM collected a sample of the product for “fingerprint” analysis. The results of this analysis indicated the product was a mixture of older and newer fuels. The presence of newer fuels in the sample suggests the hydrocarbon product likely originated from off-site sources. In December 2015, PNM and NMED entered into a memorandum of understanding to address changing groundwater conditions at the site under which PNM agreed to continue hydrocarbon investigation under the supervision of NMED. Qualified costs are eligible for payment through the New Mexico Corrective Action Fund (“CAF”), which is administered by the NMED Petroleum Storage Tank Bureau. In March 2019, PNM received notice from NMED that an abatement plan for the site is required to address concentrations of previously identified compounds, unrelated to those discussed above, found in the groundwater. NMED approved PNM’s abatement plan proposal, which covers field work and reporting.
Field work related to the investigation under both the CAF and abatement plan requirements was completed in October 2019. Activities and findings associated with the field work were presented in two separate reports and released to stakeholders in early 2020. Subsequent field work was completed in July 2020 and two reports were released supporting PNM’s contention that off-site sources have impacted, and are continuing to impact, the local groundwater in the vicinity of the former Santa Fe Generating Station.
PNM submitted work plans to NMED in January 2021 for review and approval. In December 2021, NMED approved both workplans and work is underway. These activities are expected to be completed by the end of 2022.
The City of Santa Fe has stopped operating its well at the site, which is needed for PNM’s groundwater remediation system to operate. As a result, PNM has stopped performing remediation activities at the site. However, PNM’s monitoring and other abatement activities at the site are ongoing and will continue until the groundwater meets applicable federal and state standards or until the NMED determines remediation is not required, whichever is earlier. PNM is not able to assess the duration of this project or estimate the impact on its obligations if PNM is required to resume groundwater remediation activities at the site. PNM is unable to predict the outcome of these matters.
Coal Combustion Residuals Waste Disposal
CCRs consisting of fly ash, bottom ash, and gypsum generated from coal combustion and emission control equipment at SJGS are currently disposed of in the surface mine pits adjacent to the plant. SJGS does not operate any CCR impoundments or landfills. The NMMMD currently regulates mine reclamation activities at the San Juan mine, including placement of CCRs in the surface mine pits, with federal oversight by the OSM. APS disposes of CCRs in ponds and dry storage areas at Four Corners. Ash management at Four Corners is regulated by EPA and the New Mexico State Engineer’s Office.
EPA’s final coal ash rule, which became effective on October 19, 2015, included a non-hazardous waste determination for coal ash and sets minimum criteria for existing and new CCR landfills and surface impoundments. On December 16, 2016, the Water Infrastructure Improvements for the Nation Act (the “WIIN Act”) was signed into law to address critical water infrastructure needs in the U.S. and contains a number of provisions related to the CCR rules. Among other things, the WIIN Act allows, but does not require, states to develop and submit CCR permit programs for EPA approval, provides flexibility for states to incorporate EPA’s final rule for CCRs or develop other criteria that are at least as protective as EPA’s final rule, and requires EPA to approve state permit programs within 180 days of submission by the state. Because states are not required to implement their own CCR permit programs, EPA will implement the permit program in states that choose not to implement a program, subject to Congressional funding. Until permit programs are in effect, EPA has authority to directly enforce the CCR rule. For facilities located within the boundaries of Native American reservations, such as the Navajo Nation where Four Corners is located, EPA is required to develop a federal permit program regardless of appropriated funds.
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On July 30, 2018, EPA published a rule that constitutes “Phase One, Part One” of its ongoing reconsideration and revision of the April 17, 2015, CCR rule. The final Phase One, Part One rule includes two types of revisions. The first revision extended the deadline to allow EGUs with unlined impoundments or that fail to meet the uppermost aquifer requirement to continue to receive coal ash until October 31, 2020. This deadline was again extended by subsequent amendments. The rule also authorized a “Participating State Director” or EPA to approve suspension of groundwater monitoring requirements and to issue certifications related to the location restrictions, design criteria, groundwater monitoring, remedy selection and implementation. The rule also modified groundwater protection standards for certain constituents, which include cobalt, molybdenum, lithium, and lead without a maximum contamination level.
On August 14, 2019, EPA published a second round of revisions, which are commonly referred to as the “Phase Two” revisions. Phase Two proposed revisions to reporting and accessibility to public information, the “CCR piles” and “beneficial use” definitions and the requirements for management of CCR piles. EPA has reopened and extended the Phase Two comment several times. Most recently, on March 12, 2021, EPA reopened the comment period on its prior notice that announced the availability of new information and data pertaining to the Phase Two proposed rule. EPA extended the comment period for an additional 60 days, until May 11, 2021. EPA has not yet finalized provisions in Phase Two related to beneficial use of CCR and CCR piles. This activity is on EPA’s long-term agenda, which means EPA has no plans to address these issues in the next 12 months.
Since promulgating its Phase Two proposal, EPA has finalized two other rules addressing various CCR rule provisions. On December 2, 2019, EPA promulgated its proposed Holistic Approach to Closure Part A (“Part A”), which proposed a new deadline of August 31, 2020, for companies to initiate closure of unlined CCR impoundments. In accordance with the DC Circuit Court of Appeals’ vacatur of portions of the CCR Rule, Part A also proposed changing the classification of compacted soil-lined or clay-lined surface impoundments from “lined” to “unlined”. In addition, Part A delineated a process for owners/operators to submit requests for alternative closure deadlines based on lack of alternate disposal capacity. EPA issued the final Part A on August 28, 2020, which became effective on September 28, 2020. This rule finalized the classification of soil-lined and clay-lined surface impoundments as unlined, thus, triggering closure or retrofit requirements for those impoundments. The final Part A also gave operators of unlined impoundments until April 11, 2021 to cease receipt of waste at these units and initiate closure.
On March 3, 2020, EPA issued the proposed Holistic Approach to Closure Part B (“Part B”), which delineated the process for owners/operators to submit alternate liner demonstrations for clay-lined surface impoundments that could otherwise meet applicable requirements. Part B also proposed regulations addressing beneficial use for closure of surface impoundments. On November 12, 2020, EPA issued the final Part B rule, which became effective December 14, 2020. This rule did not include beneficial use of CCR for closure, which EPA explains will be addressed in subsequent rulemaking actions. EPA intends to issue several other rulemakings covering legacy ponds and finalizing parts of previously proposed rules. These proposed rules and final rules are expected in 2022.
On February 20, 2020, EPA published a proposed rule establishing a federal permitting program for the handling of CCR within the boundaries of Native American reservations and in states without their own federally authorized state programs. Permits for units within the boundaries of Native American reservations would be due 18 months after the effective date of the rule. The final rule is expected in October 2022. EPA is coordinating with the affected permits for the three facilities with CCR disposal units located on Native American lands. PNM cannot predict the outcome of EPA’s rule making activity or the outcome of any related litigation, and whether or how such a ruling would affect operations at Four Corners.
The CCR rule does not cover mine placement of coal ash. OSM is expected to publish a proposed rule covering mine placement in the future and will likely be influenced by EPA’s rule and the determination by EPA that CCRs are non-hazardous. PNM cannot predict the outcome of OSM’s proposed rulemaking regarding CCR regulation, including mine placement of CCRs, or whether OSM’s actions will have a material impact on PNM’s operations, financial position, or cash flows. Based upon the requirements of the final Part A CCR rule, PNM conducted a CCR assessment at SJGS and made minor modifications at the plant to ensure that there are no facilities that would be considered impoundments or landfills under the rule. PNM would seek recovery from its retail customers of all CCR costs for jurisdictional assets that are ultimately incurred.
Utilities that own or operate CCR disposal units, such as those at Four Corners, as indicated above, were required to collect sufficient groundwater sampling data to initiate a detection monitoring program. Four Corners completed the analysis for its CCR disposal units, which identified several units that will need corrective action or will need to cease operations and initiate closure by April 11, 2021. As part of this assessment, Four Corners will continue to gather additional groundwater data and perform remedial evaluations. At this time, PNM does not anticipate its share of the cost to complete these corrective
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actions to close the CCR disposal units, or to gather and perform remedial evaluations on groundwater at Four Corners, will have a significant impact on its operations, financial position, or cash flows.
Other Commitments and Contingencies
Coal Supply
SJGS
The coal requirements for SJGS are supplied by WSJ LLC. In addition to coal delivered to meet the current needs of SJGS, PNM has prepaid the current San Juan mine owner and operator, WSJ LLC, for certain coal mined but not yet delivered to the plant site. At December 31, 2021 and 2020, prepayments for coal, which are included in prepaid assets, amounted to $20.4 million and $26.3 million.
In conjunction with the activities undertaken to comply with the CAA for SJGS, PNM and the other owners of SJGS evaluated alternatives for the supply of coal to SJGS. On July 1, 2015, PNM and Westmoreland entered into a new coal supply agreement (the “SJGS CSA”), pursuant to which Westmoreland, through its indirectly wholly-owned subsidiary SJCC, agreed to supply all of the coal requirements of SJGS through June 30, 2022. PNM and Westmoreland also entered into agreements under which CCR disposal and mine reclamation services for SJGS would be provided. As discussed in Note 10, WSJ LLC assumed the rights and obligations of SJCC under the SJGS CSA and the agreements for CCR disposal and mine reclamation services.
Pricing under the SJGS CSA is primarily fixed, with adjustments to reflect changes in general inflation and takes into account that WSJ LLC has been paid for coal mined but not delivered. Substantially all of PNM’s coal costs are passed through the FPPAC. In November 2018, PNM provided notice to Westmoreland that PNM does not intend to extend the term of the SJGS CSA or to negotiate a new coal supply agreement for SJGS, which would have resulted in the current agreement expiring on its own terms on June 30, 2022. On February 17, 2022, PNM and WSJ LLC entered into an amendment to extend the SJGS CSA through September 30, 2022, subject to FERC’s acceptance of the amended participation agreement. The amendment provides for a fixed price increase of $5.00 per ton, beginning April 1, 2022, which would pass through the FPPAC. See additional discussion of PNM’s SJGS Abandonment Application in Note 17.
WSJ LLC notified PNM in July 2021 that it had encountered unfavorable geologic conditions that were impeding longwall progress in the San Juan Mine. On August 17, 2021, WSJ LLC issued a formal notice of non-normal conditions due to WSJ LLC’s inability to maintain a reserve of coal at required levels. WSJ LLC also notified PNM that these geologic complications constituted a force majeure event that was preventing WSJ LLC from satisfying its obligation to maintain required coal inventory levels. Geologic conditions have subsequently improved, and on December 9, 2021, Westmoreland gave official notice that they were terminating the potential force majeure conditions. PNM expects the mine to operate under normal conditions with no significant impact on full load operations through the remainder of the SJ CSA.
In connection with certain mining permits relating to the operation of the San Juan mine, the San Juan mine owner was required to post reclamation bonds of $118.7 million with the NMMMD. In order to facilitate the posting of reclamation bonds by sureties on behalf of the San Juan mine owner, PNMR entered into the WFB LOC Facility under which letters of credit aggregating $30.3 million have been issued. As discussed in Note 10, on March 15, 2019, the assets owned by SJCC were sold to WSJ LLC, a subsidiary of Westmoreland Mining Holdings, LLC. Under the sale agreement, WSJ LLC assumed the rights and obligations of SJCC including obligations to PNMR under the outstanding letters of credit.
Four Corners
APS purchases all of Four Corners’ coal requirements from NTEC, an entity owned by the Navajo Nation, under the Four Corners CSA that expires in 2031. The coal comes from reserves located within the Navajo Nation. The contract provides for pricing adjustments over its term based on economic indices. PNM's share of the coal costs is being recovered through the FPPAC. In connection with the exit of Four Corners, PNM would make payments totaling $75.0 million to NTEC for relief from its obligations under the coal supply agreements for Four Corners after December 31, 2024. PNM is not proposing to recover the $75.0 million from ratepayers and, if approved, would not be recovered through the FPPAC. See Note 17 for additional information on PNM's Four Corners Abandonment Application.
NTEC has contracted with Bisti Fuels Company, LLC, a subsidiary of The North American Coal Corporation, for management and operation of the mine. Under the CSA, NTEC has the right, after a specified period, to request approval from the Four Corners owners to replace Bisti Fuels Company as mine manager with NTEC’s internal resources and perform all or some mine management functions. APS granted approval on behalf of the owners on June 16, 2021, subject to certain credit
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assurance requirements. On June 17, 2021, NTEC notified The North American Coal Corporation that the contract mining agreement between Bisti Fuels Company and NTEC is terminated effective September 30, 2021. NTEC assumed direct operations at Navajo Mine on October 1, 2021.
Coal Mine Reclamation
As indicated under Coal Combustion Residuals Waste Disposal above, SJGS currently disposes of CCRs in the surface mine pits adjacent to the plant and Four Corners disposes of CCRs in ponds and dry storage areas. In conjunction with the proposed shutdown of SJGS Units 2 and 3 and to comply with the BART requirements of the CAA, periodic updates to the coal mine reclamation study were requested by the SJGS participants. These updates have included adjustments to reflect the December 2017 shutdown of SJGS Units 2 and 3, the terms of the reclamation services agreement with WSJ LLC, and changes to reflect the requirements of the 2015 San Juan mine permit plan.
In late 2020, a mine reclamation cost study was completed for the mine that serves SJGS and in December 2020, PNM remeasured its liability, which resulted in an increase in the overall reclamation costs of $3.6 million, due primarily to higher inflationary factors. As a result, PNM recorded a less than $0.1 million decrease in the liability at December 31, 2020 related to the underground mine and a decrease to the regulatory assets on the Consolidated Balance Sheets and recorded a $3.6 million increase in the liability associated with the surface mine as regulatory disallowances and restructuring costs on the Consolidated Statements of Earnings. PNM’s estimate of the costs necessary to reclaim the mine that serves SJGS is subject to many assumptions, including the timing of reclamation, generally accepted practices at the time reclamation activities occur, and then current inflation and discount rates. PNM cannot predict the ultimate cost to reclaim the mine that serves SJGS and would seek to recover all costs related to reclaiming the underground mine from its customers but could be exposed to additional loss related to surface mine reclamation.
A coal mine reclamation study for the mine that serves Four Corners was issued in 2019. The study reflected operation of the mine through 2031, the term of the Four Corners CSA. The study resulted in a net increase in PNM’s share of the coal mine reclamation obligation of $0.8 million, which was primarily driven by lower overhead costs offset by an increase driven by a reduction in the discount rate used by PNM to measure the liability during the year ended December 31, 2019. As discussed in Note 17, PNM remains responsible for its share of costs associated with mine reclamation under the Four Corners Purchase and Sale Agreement with NTEC. NTEC and PNM will complete a reclamation study in 2024 providing the final mine reclamation cost estimate on the date of ownership transfer. PNM will make its final reclamation payment to NTEC based on the reclamation study in 2024 and will have no further obligations regarding the mine reclamation after 2024. PNM determined that events and circumstances regarding Four Corners, including the Four Corners Purchase and Sale Agreement with NTEC and the Four Corners Abandonment Application and subsequent appeal of the NMPRC decision, indicated that it is more likely than not that PNM’s share of Four Corners coal mine reclamation obligation would be settled in 2024, rather than 2031. As of December 31, 2020, PNM remeasured its Four Corners coal mine reclamation liability and recorded a decrease to the liability of $2.5 million on the Consolidated Balance Sheet and a decrease to regulatory disallowances and restructuring costs on the Consolidated Statement of Earnings.
Based on the most recent estimates, PNM’s remaining payments for mine reclamation, in future dollars, are estimated to be $74.1 million for the surface mines at both SJGS and Four Corners and $34.9 million for the underground mine at SJGS as of December 31, 2021. At December 31, 2021 and 2020, liabilities, in current dollars, of $67.4 million and $71.7 million for surface mine reclamation and $27.9 million and $26.1 million for underground mine reclamation were recorded in other deferred credits.
Under the terms of the SJGS CSA, PNM and the other SJGS owners are obligated to compensate WSJ LLC for all reclamation costs associated with the supply of coal from the San Juan mine. The SJGS owners entered into a reclamation trust funds agreement to provide funding to compensate WSJ LLC for post-term reclamation obligations. As part of the restructuring of SJGS ownership (see SJGS Ownership Restructuring Matters above), the SJGS owners negotiated the terms of an amended agreement to fund post-term reclamation obligations under the CSA. The trust funds agreement requires each owner to enter into an individual trust agreement with a financial institution as trustee, create an irrevocable reclamation trust, and periodically deposit funds into the reclamation trust for the owner’s share of the mine reclamation obligation. Deposits, which are based on funding curves, must be made on an annual basis. As part of the restructuring of SJGS ownership discussed above, the SJGS participants agreed to adjusted interim trust funding levels. PNM funded $5.2 million in 2021, $3.2 million in 2020, and $5.5 million in 2019. Based on PNM’s reclamation trust fund balance at December 31, 2021, the current funding curves indicate PNM’s required contributions to its reclamation trust fund would be $5.6 million in 2022, zero in 2023, and zero in 2024.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Under the Four Corners CSA, PNM is required to fund its share of estimated final reclamation costs in annual installments into an irrevocable escrow account solely dedicated to the final reclamation cost of the surface mine at Four Corners. PNM contributed $2.2 million in 2021, $2.0 million in 2020, and $2.3 million in 2019 and anticipates providing additional funding of $2.1 million in each of the years from 2022 through 2024. As discussed above, under the terms of the Four Corners Purchase and Sale Agreement with NTEC, PNM will make its final reclamation payment to NTEC based on the reclamation study in 2024 and will have no further obligations regarding the mine reclamation.
PNM recovers from retail customers reclamation costs associated with the underground mine. However, the NMPRC has capped the amount that can be collected from retail customers for final reclamation of the surface mines at $100.0 million for both SJGS and Four Corners. If future estimates increase the liability for surface mine reclamation, the excess would be expensed at that time. The impacts of changes in New Mexico state law as a result of the enactment of the ETA and regulatory determinations made by the NMPRC may also affect PNM’s financial position, results of operations, and cash flows. See additional discussion regarding PNM’s SJGS and Four Corners Abandonment Applications in Note 17. PNM is currently unable to determine the outcome of these matters or the range of possible impacts.
San Juan County Decommissioning Ordinance
On November 9, 2021, the San Juan County Commission approved the Coal-Fired Electricity Generating Facility Demolition and Remediation Ordinance (“Ordinance 121”), requiring the full demolition of SJGS upon its complete and permanent closure. Ordinance 121 requires the SJGS owners to submit a proposed demolition and remediation plan no later than three months after SJGS is retired. In connection with restructuring of the SJGS ownership on December 31, 2017, PNM and the other SJGS owners entered into the San Juan Decommissioning and Trust Funds Agreement, which requires PNM to fund its ownership share of final decommissioning costs into an irrevocable trust. Under the agreement, PNM is required to make an initial funding of $14.7 million by December 31, 2022. The amount and timing of additional trust funding is subject to revised decommissioning cost studies, a decision by the current owners to permanently retire SJGS and agreement among the SJGS owners. PNM has posted a surety bond in the amount of $46.0 million in connection with certain environmental decommissioning obligations and must maintain the bond or other financial assurance until those obligations are satisfied. The surety bond only represents a liability if PNM fails to deliver on its contractual liability. For information regarding the impact of Ordinance 121 on PNM’s SJGS decommissioning ARO see Note 15.
PVNGS Liability and Insurance Matters
Public liability for incidents at nuclear power plants is governed by the Price-Anderson Nuclear Industries Indemnity Act, which limits the liability of nuclear reactor owners to the amount of insurance available from both commercial sources and an industry-wide retrospective payment plan. In accordance with this act, the PVNGS participants are insured against public liability exposure for a nuclear incident up to $13.5 billion per occurrence. PVNGS maintains the maximum available nuclear liability insurance in the amount of $450 million, which is provided by American Nuclear Insurers. The remaining $13.1 billion is provided through a mandatory industry-wide retrospective assessment program. If losses at any nuclear power plant covered by the program exceed the accumulated funds, PNM could be assessed retrospective premium adjustments. Based on PNM’s 10.2% interest in each of the three PVNGS units, PNM’s maximum potential retrospective premium assessment per incident for all three units is $42.1 million, with a maximum annual payment limitation of $6.2 million, to be adjusted periodically for inflation.
The PVNGS participants maintain insurance for damage to, and decontamination of, property at PVNGS in the aggregate amount of $2.8 billion, a substantial portion of which must first be applied to stabilization and decontamination. These coverages are provided by Nuclear Electric Insurance Limited (“NEIL”). The primary policy offered by NEIL contains a sublimit of $2.25 billion for non-nuclear property damage. If NEIL’s losses in any policy year exceed accumulated funds, PNM is subject to retrospective premium adjustments of $5.4 million for each retrospective premium assessment declared by NEIL’s Board of Directors due to losses. The insurance coverages discussed in this and the previous paragraph are subject to certain policy conditions, sublimits, and exclusions.
San Juan River Adjudication
In 1975, the State of New Mexico filed an action in NM District Court to adjudicate all water rights in the San Juan River Stream System, including water used at Four Corners and SJGS. PNM was made a defendant in the litigation in 1976. In March 2009, then President Obama signed legislation confirming a 2005 settlement with the Navajo Nation. Under the terms of the settlement agreement, the Navajo Nation’s water rights would be settled and finally determined by entry by the court of two proposed adjudication decrees. The court issued an order in August 2013 finding that no evidentiary hearing was warranted in the Navajo Nation proceeding, and on November 1, 2013, issued a Partial Final Judgment and Decree of the Water
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Rights of the Navajo Nation approving the proposed settlement with the Navajo Nation. A number of parties subsequently appealed to the New Mexico Court of Appeals. PNM entered its appearance in the appellate case and supported the settlement agreement in the NM District Court. On April 3, 2018, the New Mexico Court of Appeals issued an order affirming the decision of the NM District Court. Several parties filed motions requesting a rehearing with the New Mexico Court of Appeals seeking clarification of the order, which were denied. The State of New Mexico and various other appellants filed a writ of certiorari with the NM Supreme Court. The NM Supreme Court granted the State of New Mexico’s petition and denied the other parties’ requests. The issues regarding the Navajo Nation settlement have been briefed and are awaiting a decision by the NM Supreme Court. Adjudication of non-Indian water rights is ongoing.
PNM is participating in this proceeding since PNM’s water rights in the San Juan Basin may be affected by the rights recognized in the settlement agreement and adjudicated to the Navajo Nation, which comprise a significant portion of water available from sources on the San Juan River and in the San Juan Basin and which have priority in times of shortages. PNM is unable to predict the ultimate outcome of this matter or estimate the amount or range of potential loss and cannot determine the effect, if any, of any water rights adjudication on the present arrangements for water at SJGS and Four Corners. Final resolution of the case cannot be expected for several years. An agreement reached with the Navajo Nation in 1985, however, provides that if Four Corners loses a portion of its rights in the adjudication, the Navajo Nation will provide, for an agreed upon cost, sufficient water from its allocation to offset the loss.
Navajo Nation Allottee Matters
In September 2012, 43 landowners filed a notice of appeal with the Bureau of Indian Affairs (“BIA”) appealing a March 2011 decision of the BIA Regional Director regarding renewal of a right-of-way for a PNM transmission line. The landowners claim to be allottees, members of the Navajo Nation, who pursuant to the Dawes Act of 1887, were allotted ownership in land carved out of the Navajo Nation and allege that PNM is a rights-of-way grantee with rights-of-way across the allotted lands and are either in trespass or have paid insufficient fees for the grant of rights-of-way or both. The allottees generally allege that they were not paid fair market value for the right-of-way, that they were denied the opportunity to make a showing as to their view of fair market value, and thus denied due process. The allottees filed a motion to dismiss their appeal with prejudice, which was granted in April 2014. Subsequent to the dismissal, PNM received a letter from counsel on behalf of what appears to be a subset of the 43 landowner allottees involved in the appeal, notifying PNM that the specified allottees were revoking their consents for renewal of right of way on six specific allotments. On January 22, 2015, PNM received a letter from the BIA Regional Director identifying ten allotments with rights-of-way renewals that were previously contested. The letter indicated that the renewals were not approved by the BIA because the previous consent obtained by PNM was later revoked, prior to BIA approval, by the majority owners of the allotments. It is the BIA Regional Director’s position that PNM must re-obtain consent from these landowners. On July 13, 2015, PNM filed a condemnation action in the NM District Court regarding the approximately 15.49 acres of land at issue. On September 18, 2015, the allottees filed a separate complaint against PNM for federal trespass. On December 1, 2015, the court ruled that PNM could not condemn two of the five allotments at issue based on the Navajo Nation’s fractional interest in the land. PNM filed a motion for reconsideration of this ruling, which was denied. On March 31, 2016, the Tenth Circuit granted PNM’s petition to appeal the December 1, 2015 ruling. Both matters have been consolidated. Oral argument before the Tenth Circuit was heard on January 17, 2017. On May 26, 2017, the Tenth Circuit affirmed the district court. On July 8, 2017, PNM filed a Motion for Reconsideration en banc with the Tenth Circuit, which was denied. The NM District Court stayed the case based on the Navajo Nation’s acquisition of interests in two additional allotments and the unresolved ownership of the fifth allotment due to the owner’s death. On November 20, 2017, PNM filed its petition for writ of certiorari with the US Supreme Court, which was denied. The underlying litigation continues in the NM District Court. On March 27, 2019, several individual allottees filed a motion for partial summary judgment on the issue of trespass. The Court held a hearing on the motion on June 18, 2019 and took the motion under advisement. PNM, the allottees and the United States have agreed to a framework for settlement. The parties are preparing the settlement agreement and the stipulated court order. PNM cannot predict the outcome of these matters.
Merger-Related Litigation
Six purported shareholders of PNMR filed lawsuits against PNMR and the members of the Board challenging the proposed Merger with Avangrid. The lawsuits all challenged the adequacy of the disclosures in the definitive proxy statement filed by PNMR with the SEC on January 5, 2021, and sought, among other things, to enjoin the Merger or, if the Merger has been consummated, to rescind the Merger or an award of damages, and an award of attorneys’ and experts’ fees and expenses. Five of the lawsuits were filed in the United States District Court for the Southern District of New York and one was filed in the United States District Court for the Eastern District of New York. The lawsuits pending in the Southern District of New York were consolidated in the case captioned In re PNM Resources, Inc. Shareholder Litigation, Consolidated Civil Action No. 1:20-CV-10874. The five plaintiffs in the consolidated action in the Southern District of New York filed notices of voluntary
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
dismissal, and on April 9, 2021, the Court ordered the Clerk of Court to close the consolidated action and all member cases. All five cases filed in the Southern District of New York have been closed. The case pending in the Eastern District of New York, captioned Durlacher v. PNM Resources, Inc., et al., Case No. 1:21-cv-0024, was not served on the defendants and the plaintiff filed a notice of voluntary dismissal on February 15, 2021. These matters are now concluded.
Texas Winter Storm
In mid-February 2021, Texas experienced a severe winter storm delivering the coldest temperatures in 100 years for many parts of the state. As a result, the ERCOT market was not able to deliver sufficient generation load to the grid resulting in significant, statewide outages as ERCOT directed transmission operators to curtail thousands of firm load megawatts. TNMP complied with ERCOT directives to curtail the delivery of electricity in its service territory and did not experience significant outages on its system outside of the ERCOT directed curtailments. Various regulatory and governmental entities are conducting, or have announced they may conduct, inquiries, investigations and other reviews of the Texas winter storm event. Entities that have announced that they plan to conduct or are conducting such inquiries, investigations and other reviews include FERC, NERC, Texas Reliability Entity Inc., ERCOT, the Texas Legislature, the Texas Attorney General, the PUCT, and the Galveston County District Attorney. Further, lawsuits have been filed against various market participants relating to the power outages resulting from the Texas winter storm, including TNMP. As a utility operating during the Texas winter storm event, there is a risk TNMP could be named in additional lawsuits in the future. TNMP intends to vigorously defend itself against any claims raised. TNMP has deferred bad debt expense from defaulting REPs to a regulatory asset totaling $0.8 million at December 31, 2021, and will seek recovery in a general rate case. At this time, the Company does not expect significant financial impacts related to this event, however, it cannot predict the outcome of such matters or the impact on the ERCOT market.
(17)Regulatory and Rate Matters
The Company is involved in various regulatory matters, some of which contain contingencies that are subject to the same uncertainties as those described in Note 16.
PNMR
Merger Regulatory Proceedings
On October 20, 2020, PNMR, Avangrid and Merger Sub entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. Among other conditions, consummation of the Merger is subject to receipt of all required regulatory approvals. Five federal agencies and the PUCT have completed their reviews and approved the Merger, leaving the NMPRC as the only remaining approval necessary for the merger. The original application before the NMPRC was filed in November 2020. For additional information on the Merger regulatory proceedings see Note 22.
PNM
New Mexico General Rate Cases
New Mexico 2015 General Rate Case (“NM 2015 Rate Case”)
In 2015, PNM filed an application with the NMPRC for a general increase in retail electric rates. The application proposed a revenue increase of $123.5 million, including base non-fuel revenues of $121.7 million. The NMPRC ordered PNM to file additional testimony regarding PNM’s interests in PVNGS, including the 64.1 MW of PVNGS Unit 2 that PNM repurchased in January 2016 pursuant to the terms of the initial sales-leaseback transactions.
In August 2016, the hearing examiner in the case issued a recommended decision (the “August 2016 RD”). The August 2016 RD, among other things, recommended that the NMPRC find PNM was imprudent in the actions taken to purchase the previously leased 64.1 MW of capacity in PVNGS Unit 2, extending the leases for 114.6 MW of capacity of PVNGS Units 1 and 2, and installing the BDT equipment on SJGS Units 1 and 4. As a result, the August 2016 RD recommended the NMPRC disallow recovery of the entire $163.3 million purchase price for the January 15, 2016 purchases of the assets underlying three leases aggregating 64.1 MW of PVNGS Unit 2, the undepreciated capital improvements made during the period the 64.1 MW of purchased capacity was leased, rent expense aggregating $18.1 million annually for leases aggregating 114.6 MW of
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
capacity that were extended through January 2023 and 2024 (Note 8), and recovery of the costs of converting SJGS Units 1 and 4 to BDT.
On September 28, 2016, the NMPRC issued an order that authorized PNM to implement an increase in non-fuel rates of $61.2 million, effective for bills sent to customers after September 30, 2016. The order generally approved the August 2016 RD, but with certain significant modifications. The modifications to the August 2016 RD included:
•Inclusion of the January 2016 purchase of the assets underlying three leases of capacity, aggregating 64.1 MW, of PVNGS Unit 2 at an initial rate base value of $83.7 million; and disallowance of the recovery of the undepreciated costs of capitalized improvements made during the period the 64.1 MW was being leased by PNM, which aggregated $43.8 million when the order was issued
•Recovery of annual rent expenses associated with the 114.6 MW of capacity under the extended leases
•Disallowance of the recovery of any future contributions for PVNGS decommissioning costs related to the 64.1 MW of capacity purchased in January 2016 and the 114.6 MW of capacity under the extended leases
On September 30, 2016, PNM filed a notice of appeal with the NM Supreme Court regarding the order in the NM 2015 Rate Case. Specifically, PNM appealed the NMPRC’s determination that PNM was imprudent in certain matters in the case, including the NMPRC’s disallowance of the full purchase price of the 64.1 MW of capacity in PVNGS Unit 2, the undepreciated costs of capitalized improvements made during the period the 64.1 MW of capacity was leased by PNM, the cost of converting SJGS Units 1 and 4 to BDT, and future contributions for PVNGS decommissioning attributable to the 64.1 MW of purchased capacity and the 114.6 MW of capacity under the extended leases. NEE, NM AREA, and ABCWUA filed notices of cross-appeal to PNM’s appeal. The issues appealed by the various cross-appellants included, among other things, the NMPRC allowing PNM to recover any of the costs of the lease extensions for the 114.6 MW of PVNGS Units 1 and 2 and the purchase price for the 64.1 MW in PVNGS Unit 2, the costs incurred under the Four Corners CSA, and the inclusion of the “prepaid pension asset” in rate base.
During the pendency of the appeal, PNM evaluated the consequences of the order in the NM 2015 Rate Case and the related appeals to the NM Supreme Court. These evaluations indicated that it was reasonably possible that PNM would be successful on the issues it was appealing but would not be provided capital costs recovery until the NMPRC acted on a decision of the NM Supreme Court. PNM also evaluated the accounting consequences of the issues being appealed by the cross-appellants and concluded that the issues raised in the cross-appeals did not have substantial merit.
On May 16, 2019, the NM Supreme Court issued its decision on the matters that had been appealed in the NM 2015 Rate Case. The NM Supreme Court rejected the matters appealed by the cross-appellants and affirmed the NMPRC’s disallowance of a portion of the purchase price of the 64.1 MW of capacity in PVNGS Unit 2; the undepreciated costs of capital improvements made during the time the 64.1 MW capacity was leased by PNM; and the costs to install BDT at SJGS Units 1 and 4. The NM Supreme Court also ruled that the NMPRC’s decision to permanently disallow recovery of future decommissioning costs related to the 64.1 MW of PVNGS Unit 2 and the 114.6 MW of PVNGS Units 1 and 2 deprived PNM of its rights to due process of law and remanded the case to the NMPRC for further proceedings consistent with the court’s findings. On July 17, 2019, the NMPRC heard oral argument from parties in the case on how to best proceed with the NM Supreme Court’s remand. At oral argument, parties presented various positions ranging from re-litigating the value of PVNGS resources determined by the NMPRC and affirmed by the NM Supreme Court to re-affirming the NMPRC’s final order with a single modification to address recovery of future PVNGS decommissioning costs in a future case. On January 8, 2020, the NMPRC issued its order on remand, which reaffirmed its September 2016 order except for the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2. The NMPRC indicated that PNM’s ability to recover these costs will be addressed in a future proceeding and closed the NM 2015 Rate Case docket.
As a result of the NM Supreme Court’s ruling, during the year ended December 31, 2019, PNM recorded pre-tax impairments of $150.6 million, which includes $73.2 million for a portion of the purchase price for 64.1 MW in PVNGS Unit 2, $39.7 million of undepreciated capitalized improvements made during the period the 64.1 MW was being leased by PNM, and $37.7 million for BDT on SJGS Units 1 and 4 and is reflected as regulatory disallowances and restructuring costs in the Consolidated Statements of Earnings. The impairment was offset by tax impacts of $45.7 million, which are reflected as income taxes on the Consolidated Statements of Earnings.
New Mexico 2016 General Rate Case (“NM 2016 Rate Case”)
In 2016, PNM filed an application with the NMPRC for a general increase in retail electric rates. PNM’s application used a FTY beginning January 1, 2018 and requested an increase in base non-fuel revenues of $99.2 million based on a ROE of 10.125%. The primary drivers of PNM’s revenue deficiency included implementation of modifications to PNM’s resource
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
portfolio, which were approved by the NMPRC in December 2015 as part of the SJGS regional haze compliance plan, infrastructure investments, including environmental upgrades at Four Corners, declines in forecasted energy sales due to successful energy efficiency programs and other economic factors, and updates to FERC/retail jurisdictional allocations.
After extensive settlement negotiations and public proceedings, the NMPRC issued a Revised Order Partially Adopting Certification of Stipulation dated January 10, 2018 (the “Revised Order”). The key terms of the Revised Order include:
•An increase in base non-fuel revenues totaling $10.3 million, which includes a reduction to reflect the impact of the decrease in the federal corporate income tax rate and updates to PNM’s cost of debt (aggregating an estimated $47.6 million annually)
•A ROE of 9.575%
•Returning to customers over a three-year period the benefit of the reduction in the New Mexico corporate income tax rate to the extent attributable to PNM’s retail operations (Note 18)
•Disallowing PNM’s ability to collect an equity return on certain investments aggregating $148.1 million at Four Corners, but allowing recovery with a debt-only return
•An agreement to not implement non-fuel base rate changes, other than changes related to PNM’s rate riders, with an effective date prior to January 1, 2020
•A requirement to consider the prudency of PNM’s decision to continue its participation in Four Corners in PNM’s next general rate case filing
In accordance with the settlement agreement and the NMPRC’s final order, PNM implemented 50% of the approved increase for service rendered beginning February 1, 2018 and implemented the rest of the increase for service rendered beginning January 1, 2019.
On December 29, 2020, Sierra Club filed a motion asking the NMPRC to re-open the NM 2016 Rate Case for the limited purpose of conducting a prudence review of certain Four Corners investments that were deferred at the conclusion of the case. In the alternative, Sierra Club requested that the NMPRC order that the deferred prudence review be conducted in the Four Corners Abandonment Application, filed on January 8, 2021. On February 10, 2021, the NMPRC rejected Sierra Club’s motion to re-open the NM 2016 Rate Case and stated that issues on whether the terms of the ETA provide an opportunity for consideration of prudence for Four Corners undepreciated investments included in a financing order or what effects the rates approved in the NM 2016 Rate Case may have on determining energy transition cost should be considered in the Four Corners Abandonment Application. See discussion regarding PNM’s Four Corners Abandonment Application discussed below.
Renewable Energy Portfolio Standard
As discussed in Note 16, the ETA, enacted on June 14, 2019 amends the REA including removal of diversity requirements and certain customer caps and exemptions relating to the application of the RPS under the REA.
The REA provides for streamlined proceedings for approval of utilities’ renewable energy procurement plans, assures that utilities recover costs incurred consistent with approved procurement plans, and requires the NMPRC to establish a RCT for the procurement of renewable resources to prevent excessive costs being added to rates. The ETA sets a RCT of $60 per MWh using an average annual levelized resource cost basis. PNM makes renewable procurements consistent with the NMPRC approved plans and recovers certain renewable procurement costs from customers through the renewable energy rider billed on a per KWh basis.
Included in PNM’s approved procurement plans are the following renewable energy resources:
•158 MW of PNM-owned solar-PV facilities
•A PPA through 2044 for the output of New Mexico Wind, having a current aggregate capacity of 200 MW, and a PPA through 2035 for the output of Red Mesa Wind, having an aggregate capacity of 102 MW
•A PPA through 2040 for 140 MW of output from La Joya Wind II
•A PPA through 2042 for the output of the Lightning Dock Geothermal facility with a current capacity of 11 MW
•Solar distributed generation, aggregating 201.2 MW at December 31, 2021, owned by customers or third parties from whom PNM purchases any net excess output and RECs
On June 3, 2019, PNM filed its 2020 renewable energy procurement plan. The plan requested approval of a 20-year PPA to purchase 140 MW of renewable energy and RECs from La Joya Wind II. PNM’s 2020 renewable energy procurement plan requested a variance from the RPS for 2020 and proposed the shortfall be met with excess RECs available under the La Joya Wind II PPA in 2021. PNM also submitted proposed adjustments to the current FPPAC methodology for non-renewable
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
fuel allocations to reflect the ETA’s removal of certain customer cost caps associated with the RPS and requested that the fuel clause year be reset to correspond to the January 1 reset date under the renewable energy rider. On December 2, 2019, the hearing examiner issued a recommended decision in the case recommending approval of PNM’s 2020 renewable energy procurement plan including La Joya Wind II. On January 29, 2020, the NMPRC accepted the hearing examiner’s recommended decision and approved PNM’s 2020 renewable energy procurement plan, effective February 1, 2020.
On June 1, 2020, PNM filed its 2021 renewable energy procurement plan. In the plan, PNM proposed to collect a revenue requirement of approximately $67.8 million through the renewable energy rider, including recovery of a regulatory asset of $2.3 million for costs of administering PNM's Sky Blue voluntary renewable energy program that PNM has not been able to collect from Sky Blue participants. The Sky Blue regulatory asset of $2.3 million included carrying charges of 8.64% totaling approximately $0.7 million. PNM did not propose any new procurements in the plan. On November 18, 2020 the NMPRC issued a final order approving the 2021 renewable energy procurement plan and recovery of $65.5 million through the rider in 2021, which reflected the NMPRC’s rejection of PNM’s request to recover the $2.3 million Sky Blue regulatory asset in 2021, effective January 1, 2021. The NMPRC denied PNM’s request to recover the regulatory asset, in part, because PNM did not adequately account for the renewable energy certificates associated with the regulatory asset. The NMPRC indicated that it will initiate a separate proceeding on the subject of whether the Sky Blue program should continue in its current form, be modified, or be terminated. The NMPRC also placed conditions on PNM’s ability to recover the Sky Blue regulatory asset from all customers, rather than from program participants, in a future proceeding, including that the carrying charge associated with the regulatory asset be reduced from 8.64% to 4% and that PNM be prohibited from collecting carrying charges from the date of the final order. However, PNM is permitted to seek recovery of carrying charges for the full 8.64% through the current Sky Blue program.
On June 1, 2021 PNM filed its 2022 renewable energy procurement plan which proposed to collect $66.9 million for the year. PNM did not propose any new procurements in the plan, but proposed to retire a small number of RECs in 2022 from resources that had not been previously approved as part of the RPS plan. The NMPRC assigned this matter to a hearing examiner and a hearing was held on September 30, 2021. On October 15, 2021, NMPRC Staff and PNM jointly filed the post-hearing brief stating that pending issues to the case had been resolved with PNM agreeing to certain compliance provisions. On October 30, 2021 the hearing examiner issued a recommended decision recommending approval of PNM’s filing. On November 17, 2021 the NMPRC issued a final order adopting the recommended decision. The 2022 renewable energy procurement plan became effective on January 1, 2022.
The following sets forth PNM’s revenues recorded for the renewable energy rider:
| | | | | | | | |
| Year Ended | | Annual Revenues |
| | (In millions) |
| 2019 | | $52.0 |
| 2020 | | 56.4 |
| 2021 | | 61.7 |
Under the renewable rider, if PNM’s earned rate of return on jurisdictional equity in a calendar year, adjusted for items not representative of normal operations, exceeds the NMPRC-approved rate by 0.5%, PNM is required to refund the excess to customers during May through December of the following year. PNM did not exceed such limitation in 2020 and does not expect to exceed the limitation in 2021. The NMPRC currently has an open inquiry docket into the continued use of renewable riders by New Mexico utilities. PNM is unable to predict the outcome of the NMPRC’s inquiry.
Energy Efficiency and Load Management
Program Costs and Incentives/Disincentives
The New Mexico Efficient Use of Energy Act (“EUEA”) requires public utilities to achieve specified levels of energy savings and to obtain NMPRC approval to implement energy efficiency and load management programs. The EUEA requires the NMPRC to remove utility disincentives to implementing energy efficiency and load management programs and to provide incentives for such programs. The NMPRC has adopted a rule to implement this act. PNM’s costs to implement approved programs and incentives are recovered through a rate rider. During the 2019 New Mexico legislative session, the EUEA was amended to, among other things, include a decoupling mechanism for disincentives, preclude a reduction to a utility’s ROE based on approval of disincentive or incentive mechanisms, establish energy savings targets for the period 2021 through 2025,
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
and require that annual program funding be 3% to 5% of an electric utility’s annual customer bills excluding gross receipt taxes, franchise and right-of-way access fees, provided that a customer’s annual cost not exceed seventy-five thousand dollars.
In 2019, PNM submitted a filing to address incentives to be earned in 2020. PNM’s proposed incentive mechanism was similar to that approved for 2018 and 2019 with minor modifications to reflect input from interested parties. The proposed incentive mechanism includes a base incentive of 7.1% of program costs, or approximately $1.8 million, based on savings of 59 GWh in 2020 with a sliding scale that provides for additional incentive if savings exceed 68 GWh. No hearings were considered necessary and PNM’s 2020 energy efficiency rider reflecting the 2020 incentive became effective beginning December 30, 2019. On April 15, 2021, PNM filed its 2020 Energy Efficiency Annual Report which reconciles the actual 2020 profit incentive collections with the profit incentive authorized by the NMPRC resulting in an additional $0.8 million incentive collected during the remainder of 2021. The additional incentive was authorized for 2020 because annual energy savings for the year exceeded 87 GWh and was the maximum level of profit incentive allowed under the approved mechanism. PNM began collecting the additional incentive effective May 27, 2021.
On April 15, 2020, PNM filed an application for energy efficiency and load management programs to be offered in 2021, 2022, and 2023. The proposed program portfolio consists of twelve programs with a total annual budget of $31.4 million in 2021, $31.0 million in 2022, and $29.6 million in 2023. The application also sought approval of an annual base incentive of 7.1% of the portfolio budget if PNM were to achieve energy savings of at least 80 GWh in a year. The proposed incentive would increase if PNM is able to achieve savings greater than 80 GWh in a year. The application also proposed an advanced metering infrastructure (“AMI”) pilot program, which included the installation of 5,000 AMI meters at a cost of $2.9 million. PNM proposed the pilot program to comply with an NMPRC order denying PNM’s February 2016 application to replace its existing customer metering equipment with AMI. PNM did not recommend the AMI pilot program due to the limited benefits that are cost-effective under a pilot structure. On September 17, 2020, the hearing examiner in the case issued a recommended decision recommending that PNM's proposed energy efficiency and load management program be approved, with the exception of the proposed AMI pilot program. On October 28, 2020 the NMPRC issued an order adopting the recommended decision in its entirety.
2020 Decoupling Petition
As discussed above, the legislature amended the EUEA to, among other things, include a decoupling mechanism for disincentives. On May 28, 2020, PNM filed a petition for approval of a rate adjustment mechanism that would decouple the rates of its residential and small power rate classes. Decoupling is a rate design principle that severs the link between the recovery of fixed costs of the utility through volumetric charges. PNM proposed to record the difference between the annual revenue per customer derived from the cost of service approved in the NM 2015 Rate Case and the annual revenue per customer actually recovered from the rate classes beginning on January 1, 2021. If approved, PNM would collect the difference from customers if the revenue per customer from the NM 2015 Rate Case exceeds the actual revenue recovered, or return the difference to customers if the actual revenue per customer recovered exceeds the revenue per customer from the NM 2015 Rate Case. On July 13, 2020, NEE, ABCWUA, the City of Albuquerque, and Bernalillo County filed motions to dismiss the petition on the grounds that approving PNM’s proposed rate adjustment mechanism outside of a general rate case would result in retroactive ratemaking and piecemeal ratemaking. The motions to dismiss also allege that PNM’s proposed rate adjustment mechanism is inconsistent with the EUEA. Responses to the motions to dismiss were filed on August 7, 2020. On September 16, 2020, ABCWUA, Bernalillo County, CCAE, the City of Albuquerque, NEE, NMAG, NMPRC Staff (“Staff”), and WRA filed testimony. CCAE and WRA supported PNM's petition, but recommended that the rate adjustment mechanism not take effect until new rates are approved in PNM's next general rate case. The other parties filing testimony opposed PNM's petition. On October 2, 2020, PNM requested an order to vacate the public hearing, scheduled to begin October 13, 2020, and staying the proceeding until the NMPRC decides whether to entertain a petition to issue a declaratory order resolving the issues raised in the motions to dismiss. On October 7, 2020, the hearing examiner approved PNM's request to stay the proceeding and vacate the public hearing and required PNM to file a petition for declaratory order by October 30, 2020. On October 30, 2020, PNM filed a petition for declaratory order asking the NMPRC to issue an order finding that full revenue decoupling is authorized by the EUEA. On November 4, 2020, ABCWUA and Bernalillo County jointly filed a competing petition asking the NMPRC to issue a declaratory order on the EUEA’s requirements related to disincentives. On November 24, 2020, the NMAG requested that the NMPRC deny both petitions for declaratory orders and instead address disincentives under the EUEA in a rulemaking. On March 17, 2021, the NMPRC issued an order granting the petitions for declaratory order, commencing a declaratory order proceeding to address the petitions, denying the NMAG’s request to initiate a rulemaking, and appointing a hearing examiner to preside over the declaratory order proceeding. Initial briefs were filed on June 7, 2021 and response briefs were filed on June 28, 2021. Oral arguments were made on July 15, 2021. On January 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC find that the EUEA does not mandate the NMPRC to authorize or approve a full decoupling mechanism, defining full decoupling as limited to energy efficiency and load management measures and programs. The recommended decision also states that a utility may request approval of a rate adjustment mechanism to remove regulatory
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
disincentives to energy efficiency and load management measures and programs through a stand-alone petition, as part of the utility’s triennial energy efficiency application or a general rate case and that PNM is not otherwise precluded from petitioning for a rate adjustment mechanism prior to its next general rate case. Finally, the recommended decision stated that the EUEA does not permit the NMPRC to reduce a utility’s ROE based on approval of a disincentive removal mechanism founded on removing regulatory disincentives to energy efficiency and load management measures and programs. The recommended decision does not specifically prohibit a downward adjustment to a utility’s capital structure, based on approval of a disincentive removal mechanism. On January 27, 2022, PNM filed exceptions to the recommended decision and response exceptions were filed on February 4, 2022. PNM cannot predict the outcome of this matter.
Integrated Resource Plans
NMPRC rules require that investor-owned utilities file an IRP every three years. The IRP is required to cover a 20-year planning period and contain an action plan covering the first four years of that period.
2020 IRP
NMPRC rules required PNM to file its 2020 IRP in July 2020. On March 16, 2020, PNM filed a motion to extend the deadline to file its 2020 IRP to six months after the NMPRC issues a final order approving a replacement resource portfolio and closes the docket in the bifurcated SJGS Abandonment Application and replacement resource proceedings. On April 8, 2020, the NMPRC approved PNM’s motion to extend the deadline to file its 2020 IRP as requested. On January 29, 2021, PNM filed its 2020 IRP addressing the 20-year planning period, from 2020 through 2040. The plan focuses on a carbon-free electricity portfolio by 2040 that would eliminate coal at the end of 2024. This includes replacing the power from San Juan with a mix of approved carbon-free resources and the plan to exit Four Corners at the end of 2024. The plan highlights the need for additional investments in a diverse set of resources, including renewables to supply carbon-free power, energy storage to balance supply and demand, and efficiency and other demand-side resources to mitigate load growth. On May 24, 2021, the hearing examiner issued a procedural schedule and required PNM, upon request, to provide modeling data and assumptions to parties within two weeks. Additionally, PNM was required upon request, to run modeling or provide reasonable access to PNM virtual machines at PNM's expense. The alternative modeling deadline concluded on August 30, 2021 and Staff's recommendation was filed on November 12, 2021. The recommendation found that PNM has met the requirements of the IRP rule, but not the requirements of the NM 2016 Rate Case.
Abandonment Applications made under the ETA
As discussed in Note 16, the ETA sets a statewide standard that requires investor-owned electric utilities to have specified percentages of their electric-generating portfolios be from renewable and zero-carbon generating resources. The ETA also provides for a transition from fossil-fuel generation resources to renewable and other carbon-free resources through certain provisions relating to the abandonment of coal-fired generating facilities. These provisions include the use of energy transition bonds, which are designed to be highly rated bonds that can be issued to finance certain costs of abandoning coal-fired facilities that are retired prior to January 1, 2023, for facilities operated by a “qualifying utility,” or prior to January 1, 2032, for facilities that are not operated by the qualifying utility.
SJGS Abandonment Application
On January 30, 2019, the NMPRC issued an order initiating a proceeding and requiring PNM to submit an application for the abandonment of PNM’s share of SJGS by March 1, 2019. On July 1, 2019, PNM filed a Consolidated Application for the Abandonment and Replacement of SJGS and Related Securitized Financing Pursuant to the ETA (the “SJGS Abandonment Application”). The SJGS Abandonment Application sought NMPRC approval to retire PNM’s share of SJGS after the existing coal supply and participation agreements end in June 2022, for approval of replacement resources, and for the issuance of energy transition bonds. PNM’s application proposed several replacement resource scenarios. The SJGS Abandonment Application also included a request to issue approximately $361 million of energy transition bonds (the “Securitized Bonds”). PNM’s request for the issuance of Securitized Bonds included approximately $283 million of forecasted undepreciated investments in SJGS at June 30, 2022, an estimated $28.6 million for plant decommissioning and coal mine reclamation costs, approximately $9.6 million in upfront financing costs, and approximately $20.0 million for job training and severance costs for affected employees. Proceeds from the Securitization Bonds would also be used to fund approximately $19.8 million for economic development in the four corners area.
On July 10, 2019, the NMPRC issued an order requiring the SJGS Abandonment Application be considered in two proceedings: one addressing SJGS abandonment and related financing, and the other addressing replacement resources. The NMPRC indicated that PNM’s July 1, 2019 filing is responsive to the January 30, 2019 order. Hearings on the abandonment
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
and securitized financing proceedings were held in December 2019 and hearings on replacement resources were held in January 2020. On February 21, 2020, the hearing examiners issued two recommended decisions recommending approval of PNM’s proposed abandonment of SJGS, subject to approval of replacement resources, and approval of PNM’s proposed financing order to issue Securitized Bonds. The hearing examiners recommended that PNM be authorized to abandon SJGS by June 30, 2022, and to record regulatory assets for certain other abandonment costs that are not specifically addressed under the provisions of the ETA to preserve its ability to recover the costs in a future general rate case. The hearing examiner recommended that this authority only extend to the deferral of the costs and it not be an approval of any ratemaking treatment. The hearing examiners also recommended PNM be authorized to issue Securitized Bonds of up to $361 million and establish a rate rider to collect non-bypassable customer charges for repayment of the bonds and be subject to bi-annual adjustments (the “Energy Transition Charge”). The hearing examiners recommended an interim rate rider adjustment upon the start date of the Energy Transition Charge to provide immediate credits to customers for the full value of PNM’s revenue requirement related to SJGS until those reductions are reflected in base rates. In addition, the hearing examiners recommended PNM be granted authority to establish regulatory assets to recover costs that PNM will pay prior to the issuance of the Securitized Bonds, including costs associated with the bond issuances as well as for severances, job training, economic development, and workforce training. On April 1, 2020, the NMPRC unanimously approved the hearing examiners’ recommended decisions regarding the abandonment of SJGS and the related securitized financing under the ETA.
On April 10, 2020, CFRE and NEE filed a notice of appeal with the NM Supreme Court of the NMPRC’s approval of PNM’s request to issue securitized financing under the ETA. The NM Supreme Court granted motions to intervene filed by PNM, WRA, CCAE, and the Sierra Club. On May 8, 2020, CFRE and NEE filed a joint statement of issues with the NM Supreme Court which asserts that the NMPRC improperly applied the ETA and that the ETA violates the New Mexico Constitution. On June 19, 2020, WRA filed a motion to dismiss CFRE and NEE’s constitutional challenges to the ETA on the ground that the New Mexico Constitution provides that only New Mexico district courts have original jurisdiction over the claims. On July 24, 2020, the NM Supreme Court issued an order denying WRA’s motion to dismiss. On August 17, 2020, the appellants filed a Brief in Chief and on October 5, 2020, PNM, WRA, CCAE, and Sierra Club filed Answer Briefs. On January 10, 2022, the NM Supreme Court issued its decision rejecting CFRE’s and NEE’s constitutional challenges to the ETA and affirmed the NMPRC final order. On February 28, 2022, WRA and CCAE filed a Joint Motion for Order to Show Cause and Enforce Financing Order and Supporting Brief, which requests that the NMPRC order PNM to show cause why its rates should not be reduced at the time SJGS is abandoned, and to otherwise enforce the NMPRC’s April 1, 2020 final order.
PNM evaluated the consequences of the NMPRC's April 1, 2020 orders approving the abandonment of SJGS and the related issuance of Securitized Bonds. This evaluation indicated that it is probable that PNM will be required to fund severances for PNM employees at the facility upon its retirement in 2022 and for PNMR shared services employees providing administrative and other support services to SJGS. In addition, the evaluation indicated that it is probable PNM will be obligated to fund severances and other costs for the WSJ LLC employees and to fund certain state agencies for economic development and workforce training upon the issuance of the Securitized Bonds. As a result, in March 2020, PNMR and PNM recorded obligations of $9.4 million and $8.1 million for estimated severances, $8.9 million for obligations to fund severances and other costs of WSJ LLC employees, and to fund $19.8 million to state agencies for economic development and workforce training upon the issuance of the Securitized Bonds. The total amount recorded for these estimates of $38.1 million and $36.8 million is reflected in other deferred credits and as a corresponding deferred regulatory asset on PNMR's and PNM's Consolidated Balance Sheets at December 31, 2020. PNM revised its estimates in 2021 and $36.9 million and $36.0 million is reflected in other current liabilities and as a corresponding deferred regulatory asset on PNMR's and PNM's Consolidated Balance Sheets at December 31, 2021. These estimates may be adjusted in future periods as the Company refines its expectations.
On June 24, 2020, the hearing examiners issued a recommended decision on PNM's request for approval of replacement resources that addressed the entire portfolio of replacement resources, which superseded a previous partial recommended decision issued on March 27, 2020. The hearing examiners concluded that the ultimate selection of a portfolio of replacement resources involves policy considerations that are the province of the NMPRC and stated that they did not intend to make that decision for the NMPRC. On July 29, 2020, the NMPRC issued an order approving resource selection criteria identified in the ETA that would include PPAs for 650 MW of solar and 300 MW of battery storage. The order also granted in part PNM’s request for an extension of time for PNM to file the application to implement the replacement resource portfolio. PNM had 60 days from the date of the order to file an application in a separate docket seeking approval of the proposed final executed contracts, for any replacement resources not in evidence that had been approved by the NMPRC.
On September 28, 2020, PNM filed its application for approval of the final executed contracts for the replacement resources. In addition, PNM provided updated costs estimates of $8.1 million for the SJGS replacement resources, based on the NMPRC authorization to create regulatory assets granted in the abandonment order, which it plans to seek recovery of in a future general rate case. On November 13, 2020, the hearing examiner issued a recommended decision recommending
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
approval of a 200 MW solar PPA combined with a 100 MW battery storage agreement and the 100 MW solar PPA combined with a 30 MW battery storage agreement. On December 2, 2020 the NMPRC issued an order adopting the recommended decision in its entirety.
Throughout 2021 and continuing into 2022, PNM provided notices of delays and status updates to the NMPRC for the approved SJGS replacement resource projects. All four project developers have notified PNM that completion of the projects will be delayed and no longer available for most, if any of the 2022 summer peak load period. The delays in the SJGS replacement resources, coupled with the abandonment of SJGS Units 1 and 4 present a risk that PNM will have insufficient operational resources to meet the 2022 summer peak to reliably serve its customers if PNM is unable to find additional generation resources. PNM entered into three agreements to purchase power from third parties in the second half of 2021 to minimize potential impacts to customers; the purchase of 85 MW, unit contingent from Four Corners for June through September of 2022; the purchase of 150 MW, firm power in June and September 2022; and the purchase of 40 MW, unit contingent from PVNGS Unit 3 for the full year of 2022. Even after accounting for these additional contracts, PNM projected a system reserve margin ranging from 0.9% to (3.4%) during the 2022 summer peak. As a result, on February 17, 2022, PNM filed a Notice and Request for Modification to or Variance from Abandonment Date for SJGS Unit 4 with the NMPRC. The filing provided notice that PNM had obtained agreement from the SJGS owners and WSJ LLC to extend operation of Unit 4 until September 30, 2022. SJGS Unit 4 will provide 327 MW of capacity and improve PNM’s projected system reserve margin ranging from approximately 17.4% to 9.8%. On February 23, 2022, the NMPRC issued an order finding that PNM did not require NMPRC approval to extend operation of SJGS Unit 4 for an additional three-month period. The NMPRC’s order states that issues regarding the prudence or reasonableness of the decisions and actions taken by PNM and recoverably of costs related to the continued operation of SJGS Unit 4, including fuel costs collected through PNM’s FPPAC, shall be subject to review in a future proceeding. On February 25, 2022, the amended SJGS participation agreement was filed with FERC. PNM cannot predict the outcome of this matter.
Four Corners Abandonment Application
On November 1, 2020, PNM entered into the Four Corners Purchase and Sale Agreement with NTEC, pursuant to which PNM will sell its 13% ownership interest (other than certain transmission assets) in Four Corners to NTEC. The sale is contingent upon NMPRC approval and expected to close by the end of 2024. In connection with the sale, PNM would make payments of $75.0 million to NTEC for relief from its obligations under the coal supply agreement for Four Corners after December 31, 2024. Pursuant to the Four Corners Purchase and Sale Agreement, PNM will retain its current plant decommissioning and coal mine reclamation obligations. PNM made an initial payment to NTEC of $15.0 million in November 2020, subject to refund with interest upon termination of the Four Corners Purchase and Sale Agreement prior to closing. Under the terms of the Four Corners Purchase and Sale Agreement, upon receipt of the NMPRC approval, PNM would make a final payment of $60.0 million. The initial $15.0 million payment was recorded in other deferred charges and other current assets on the Consolidated Balance Sheets as of December 31, 2021 and 2020.
On January 8, 2021, PNM filed the Four Corners Abandonment Application, which seeks NMPRC approval to exit PNM’s share of Four Corners as of December 31, 2024, and issuance of approximately $300 million of energy transition bonds as provided by the ETA. PNM’s request for the issuance of Securitized Bonds included approximately $272 million of forecasted undepreciated investments in Four Corners at December 31, 2024, an estimated $4.6 million for plant decommissioning costs, an estimated $7.3 million in upfront financing costs, and an estimated $16.5 million in economic development. PNM intends to submit a separate application for NMPRC approval of a replacement resource portfolio following NMPRC action on this application.
On January 26, 2021, Sierra Club filed a motion in the Four Corners Abandonment Application requesting that the NMPRC order PNM to file supplemental testimony addressing the prudence of Four Corners investments or alternatively that the NMPRC dismiss the Four Corners Abandonment Application and permit PNM to refile after the prudence issue is resolved. In addition, on January 28, 2021, NEE and CFRE filed a motion requesting that the NMPRC dismiss the application, stating that approval of the abandonment would be contrary to the provision of the REA that prevents the sale of carbon dioxide emitting electricity-generating resources as a means of complying with the RPS, and that the Four Corners Abandonment Application does not demonstrate that the sale of 200 MW to NTEC will not result in a net detriment to public interest. Parties filed positions on the sufficiency of PNM’s application on February 11, 2021. On February 18, 2021, PNM filed a consolidated response to the motions and the positions on the sufficiency of the application which defended the legal sufficiency of PNM’s application and addressed potential amendments to the application and testimonies. On February 26, 2021, the hearing examiner issued an order on the sufficiency of the Four Corners Application finding that the application was deficient on its face and fails to adequately support whether or not the sale and transfer of PNM’s interest in Four Corners to NTEC is in the public interest. However, given the NMPRC’s preference to address Four Corners issues in the case, as well as PNM’s concession on filing an amended application, the hearing examiner did not recommend that the case be dismissed. The order
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
required PNM to file an amended application by March 15, 2021; established that the nine-month period for review of the amended application shall start on the date of PNM’s filing of the amended application and run through December 15, 2021; required PNM to file supplemental testimony addressing the prudence of its investment in Four Corners; required PNM to more explicitly address the statutory standards for approval of the proposed transfer to NTEC; and required PNM to file a motion to withdraw the January 8, 2021 Four Corners Application. On March 15, 2021, PNM filed an amended application and supplemental testimony for the approval of the abandonment and transfer of Four Corners and issuance of a financing order pursuant to the ETA and a motion to withdraw the January 8, 2021 Four Corners Application. The amended application and supplemental testimony provided additional information to support PNM's request to abandon its interest in Four Corners and transfer that interest to NTEC, and also provided additional detail explaining how the proposed sale and abandonment provides a net public benefit.
On May 17, 2021 NEE and CFRE (“Joint Movants”) again filed motions to dismiss the case, providing reasons which include; PNM's failure to disclose the reason for the divestiture in the plant is the Merger; the application is deficient because PNM has failed to produce the seasonal operation agreement with the other Four Corners owners; and reiterated their prior view that PNM's amended application is contrary to the REA. Also on May 17, 2021, CCAE filed a motion to dismiss the case stating that PNM's application is devoid of any discussion of the assumption of liabilities by NTEC pertaining to PNM's share of Four Corners. On May 18, 2021, San Juan Citizens Alliance/Dine Care and the Native American Voters Alliance Education Project (“NAVAEP”) filed a joinder supporting CCAE's motion. On June 1, 2021, PNM filed responses to the Joint Movants' and CCAE motions to dismiss and filed a motion to strike portions of the Joint Movants' and CCAE's motions to dismiss. PNM's motion states that the Joint Movants and CCAE rely upon materials beyond the pleadings in the case and within the record in other proceedings to support their motions. On June 14, 2021, the hearing examiner issued an order denying the motions to dismiss from NEE, CFRE and CCAE.
A hearing began August 31, 2021, briefs were filed October 1, 2021 and response briefs were filed October 13, 2021. On November 12, 2021, the hearing examiner issued a recommended decision recommending approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing. On December 15, 2021, the NMPRC issued a final order rejecting the hearing examiners recommended decision and denying approval of the Four Corners Abandonment Application and the corresponding request for issuance of securitized financing. In its order, the NMPRC concluded that PNM needed to conduct a review of the actual replacement resource portfolio and determined that the record was insufficient to determine the prudence of PNM’s investments in Four Corners. On December 22, 2021, PNM filed a Notice of Appeal with the NM Supreme Court of the NMPRC decision to deny the application. On January 21, 2022, PNM filed a statement of issues outlining the arguments for appeal asserting, among other things, that the NMPRC misinterpreted and improperly applied the ETA in concluding that the NMPRC needed to review the actual replacement resource portfolio before authorizing abandonment and that the NMPRC improperly deferred the issue of prudence with respect to certain of PNM’s investments in Four Corners, where other parties were given the opportunity to present evidence and failed to demonstrate PNM was imprudent in its decisions.
On October 30, 2020, NEE filed a formal complaint with the NMPRC seeking an investigation into the reasonableness and lawfulness of PNM’s continued reliance on “climate-altering and uneconomic coal” at Four Corners. NEE explained that they withdrew their NM Supreme Court appeal of the NM 2016 Rate Case under the notion that PNM would be filing a rate case in 2019 and they would be able to challenge the Four Corners expenditures in that case. NEE explained that because PNM has delayed its rate case several times, Four Corners has remained “imprudently” in rates. NEE asked that PNM be required to demonstrate that PNM’s investment in Four Corners was prudent. NEE stated if the NMPRC deems PNM’s investment as imprudent, ratepayers will be held harmless and all costs including carrying charges, effective October 30, 2020, and going forward, be denied. On February 10, 2021, the NMPRC denied NEE’s complaint and stated that issues related to Four Corners prudence should be addressed in the Four Corners Abandonment Application. On February 22, 2021, NEE filed a Motion for Reconsideration of the NMPRC’s February 10, 2021 order, which was denied on March 10, 2021. On April 9, 2021, NEE filed a Notice of Appeal with the NM Supreme Court regarding their formal complaint on Four Corners. On July 6, 2021, NEE filed a motion to withdraw its Notice of Appeal with the NM Supreme Court. On September 21, 2021, the NM Supreme Court issued its order granting NEE's motion to withdraw its appeal; the court also issued a mandate to the NMPRC to take further action as might be needed consistent with the order.
GAAP requires a loss be recognized when it is probable that a loss has been incurred and the amount of loss can be reasonably estimated. As of December 31, 2021, PNM evaluated the NMPRC order in the Four Corners Abandonment Application and determined it was reasonably possible that PNM would be successful in recovery of its undepreciated investment in a future proceeding. Therefore, no loss has been recorded.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The financial impact of an early exit of Four Corners and the NMPRC approval process are influenced by many factors outside of PNM’s control, including the overall political and economic conditions of New Mexico. See additional discussion of the ETA in Note 16. PNM cannot predict the outcome of these matters.
PVNGS Leased Interest Abandonment Application
On April 2, 2021, PNM filed an application with the NMPRC requesting approval for the decertification and abandonment of 114 MW of leased PVNGS capacity, sale and transfer of related assets, and approval to procure new resources (“PVNGS Leased Interest Abandonment Application”). As discussed in Note 8, PNM currently controls leased capacity in PVNGS Unit 1 and Unit 2 under five separate leases (“Leased Interest”) that were approved and certificated by the predecessor agency to the NMPRC in the 1980s. Four of the five leases for 104 MW of Leased Interest terminate on January 15, 2023, while the remaining lease for 10 MW of Leased Interest terminates on January 15, 2024. Associated with the Leased Interest are certain PNM-owned assets and nuclear fuel that are necessary for the ongoing operation and maintenance of the Leased Interest and integration of the Leased Interest generation to the transmission network. PNM has determined that there will be net benefits to its customers to return the Leased Interest to the lessors in conformity with the leases, sell and transfer the related PNM-owned assets, and to replace these Leased Interest with new resources. In the application, PNM is requesting NMPRC authorization to decertify and abandon its Leased Interest and to create regulatory assets for the associated remaining undepreciated investments with consideration of cost recovery of the undepreciated investments in a future rate case. PNM is also seeking NMPRC approval to sell and transfer the PNM-owned assets and nuclear fuel supply associated with the Leased Interest to SRP, which will be acquiring the Leased Interest from the lessors upon termination of the existing leases. In addition, PNM is seeking NMPRC approval for a 150 MW solar PPA combined with a 40 MW battery storage agreement, and a stand-alone 100 MW battery storage agreement to replace the Leased Interest. To ensure system reliability and load needs are met in 2023, when a majority of the leases expire, PNM is also requesting NMPRC approval for a 300 MW solar PPA combined with a 150 MW battery storage agreement. PNM's application sought a six-month regulatory time frame.
On April 21, 2021, the NMPRC issued an order assigning a hearing examiner and stated PNM's request to abandon the Leased Interest does not have any statutory or rule time limitation and the six-month limit in which the NMPRC must issue an order regarding the request for approvals of the solar PPAs and battery storage agreements does not begin until after the NMPRC acts on the abandonment request. The NMPRC’s April 21, 2021, order also stated that issues reserved to a separate proceeding in the NM 2015 Rate Case regarding the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 shall be addressed in this case and PNM shall file testimony addressing the issue. On June 14, 2021 and June 25, 2021, PNM filed supplemental testimony responding to questions provided by the hearing examiner. On June 28, 2021, NEE and CCAE jointly filed a motion to dismiss a portion of the application claiming that since PNM's request to abandon the Leased Interest was filed after PNM had already provided irrevocable notice it would not acquire the Leased Interest, abandonment is no longer required. On July 28, 2021, the hearing examiner issued a recommended decision on NEE's and CCAE's joint motion to dismiss, recommending dismissal of PNM's requests for approval to abandon and decertify the Leased Interest; dismissal of PNM's request for approval to sell and transfer the related assets; and dismissal of PNM's request to create regulatory assets for the associated remaining undepreciated investments, but did not preclude PNM seeking recovery of the costs in a general rate case in which the test year period includes the time period in which PNM incurs such costs. The hearing examiner's recommended decision further provides that PNM's request for replacement and system reliability resources and the decision to permanently disallow recovery of certain future decommissioning costs related to PVNGS Units 1 and 2 should remain within the scope of this case.
On August 25, 2021, the NMPRC issued an order granting portions of the July 28, 2021 recommended decision that were not contested related to dismissal of PNM's request for approval to abandon and decertify the Leased Interest and dismissal of PNM's request for approval to sell and transfer the related assets. In addition, the order bifurcated the issue of approval for the two PPAs and three battery storage agreements into a separate docket so it may proceed expeditiously. On September 8, 2021 the NMPRC issued an order on the remaining issues in the recommended decision. The order found that PNM's request for a regulatory asset to record costs associated with obtaining an abandonment order should be dismissed. However, the requests for regulatory assets associated with the remaining undepreciated investments should be addressed at an evidentiary hearing. On September 20, 2021, ABCWUA, Bernalillo County, NEE and the NMAG filed a joint motion to reconsider the September 8, 2021 NMPRC order. Also, on September 20, 2021, PNM filed a motion for rehearing of the September 8, 2021 order stating that certain requirements of the order would lead to compromising PNM's First Amendment rights. On October 6, 2021, the NMPRC issued an order granting the motions for reconsideration and vacated the September 8, 2021 order, without specifically addressing issues raised in the motions.
The hearing on the two PPAs and three battery storage agreements was held on November 12 and 15, 2021 and December 3, 2021 and post-hearing briefing was completed on January 18, 2022. On February 14, 2022, the hearing examiner issued a recommended decision recommending the NMPRC approve the 150 MW solar PPA combined with a 40 MW battery
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
storage agreement, the stand-alone 100 MW battery storage agreement, and the 300 MW solar PPA combined with a 150 MW battery storage agreement. On February 16, 2022, the NMPRC adopted an order approving the recommended decision.
In addition to approval by the NMPRC, PNM and SRP received NRC approval for the transfer of the associated possessory licenses at the end of the term of each of the respective leases. PNM cannot predict the outcome of this matter.
Cost Recovery Related to Joining the EIM
The CAISO developed the EIM as a real-time wholesale energy trading market that enables participating electric utilities to buy and sell energy. The EIM aggregates the variability of electricity generation and load for multiple balancing authority areas and utility jurisdictions. In addition, the EIM facilitates greater integration of renewable resources through the aggregation of flexible resources by capturing diversity benefits from the expanded geographic footprint and the expanded potential uses for those resources.
PNM completed a cost-benefit analysis of participating in the EIM. PNM’s analysis indicated participation in the EIM would provide substantial benefits to retail customers. In 2018, PNM filed an application with the NMPRC requesting, among other things, to recover an estimated $20.9 million of initial capital investments and authorization to establish a regulatory asset to recover an estimated $7.4 million of other expenses that would be incurred in order to join the EIM. PNM’s application proposed the regulatory asset be adjusted to provide for full recovery of such costs, including carrying charges, until the effective date of new rates in PNM’s next general rate case. PNM’s application also proposed the benefits of participating in the EIM be credited to retail customers through PNM’s existing FPPAC and that PNM would seek recovery of its costs in a future proceeding. On December 19, 2018, the NMPRC issued an order approving the establishment of a regulatory asset to recover PNM’s cost of joining the EIM, which was subsequently challenged by several parties. On February 6, 2019, the NMPRC issued an order granting rehearing and vacating the December 19, 2018 order. On March 18, 2019, the hearing examiner issued an updated recommended decision recommending approval of the establishment of a regulatory asset but deferring certain rate making issues, including but not limited to issues related to implementation and ongoing EIM costs and savings, the prudence and reasonableness of costs to be included in the regulatory asset, and the period over which costs would be charged to customers until PNM’s next general rate case filing, which was approved by the NMPRC. PNM and other parties filed a joint motion requesting the NMPRC clarify that the quarterly benefits reports prepared by CAISO be used to determine the benefits of participating in the EIM, as well as to support the prudence of costs incurred to join the EIM. On April 24, 2019, the NMPRC issued an order granting the joint motion for clarification and indicating the CAISO quarterly benefits reports may be used in a future rate case. PNM joined and began participating in the EIM in April 2021.
Meta Platforms, Inc. Data Center Project
PNM has a special service contract to provide service to Meta, Inc. for a data center in PNM’s service area. Meta’s service requirements include the acquisition by PNM of a sufficient amount of new renewable energy resources and RECs to match the energy and capacity requirements of the data center. The cost of renewable energy procured is passed through to Meta under a rate rider. A special service rate is applied to Meta’s energy consumption in those hours of the month when their consumption exceeds the energy production from the renewable resources. As of December 31, 2021, PNM is procuring energy from 130 MW of solar-PV capacity from NMRD, a 50% equity method investee of PNMR Development. See additional discussion of NMRD in Note 21.
PNM has NMPRC approval for additional 25-year PPAs to purchase renewable energy and RECs to supply renewable energy to the data center. These PPAs include the purchase of the power and RECs from:
•Casa Mesa Wind, LLC, a subsidiary of NextEra Energy Resources, LLC, which is located near House, New Mexico, has a total capacity of 50 MW, and became operational in November 2018
•166 MW from La Joya Wind I, owned by Avangrid Renewables, LLC, which is located near Estancia, New Mexico and began commercial operational in February 2021
•Route 66 Solar Energy Center, LLC, a subsidiary of NextEra Energy Resources, LLC, which is expected to be located west of Albuquerque, New Mexico, have a total capacity of 50 MW, and is expected to be operational in 2022
•Two PPAs to purchase renewable energy and RECs from an aggregate of approximately 100 MW of capacity from two solar-PV facilities to be owned and operated by NMRD. The first 50 MW of these facilities began commercial operation in December 2019 and the remaining capacity began commercial operation in July 2020.
On February 8, 2021, PNM filed an application with the NMPRC for approval to service the data center for an additional 190 MW of solar PPA combined with 100 MW of battery storage and a 50 MW solar PPA expected to be operational in 2023. On June 16, 2021, a hearing was held by the NMPRC with closing statements filed on June 21, 2021. On June 23,
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
2021, the NMPRC issued an Order for Continuance, stating concerns with the proposed addendum to the special service contract and its methodology for calculating a credit to Meta for the capacity supplied by the 100 MW battery storage agreement. On July 28, 2021, the NMPRC approved the solar PPAs for 190 MW and 50 MW; approved only 50 MW of the requested 100 MW battery storage; and rejected the proposed addendum to the special service contract and its methodology for calculating a credit to Meta for the capacity supplied by the battery storage. On October 1, 2021, in compliance with the final order, PNM filed a Notice of Filing Amendments recognizing that the battery storage is 50 MW instead of 100 MW and PPA and battery storage requirements for approval of the addendum to the special service contract is waived. This matter is now concluded.
PNM Solar Direct
On May 31, 2019, PNM filed an application with the NMPRC for approval of a program under which qualified governmental and large commercial customers could participate in a voluntary renewable energy procurement program. PNM proposed to recover costs of the program directly from subscribing customers through a rate rider. Under the rider, PNM would procure renewable energy from 50 MW of solar-PV facilities under a 15-year PPA. PNM had fully subscribed the entire output of the 50 MW facilities at the time of the filing. Hearings on the application concluded on January 9, 2020. On March 11, 2020, the hearing examiner issued a recommended decision recommending approval of PNM’s application. The hearing examiner’s recommended decision was approved by the NMPRC on March 25, 2020. These facilities are expected to begin commercial operations in 2022. This matter is now concluded.
Western Spirit Line
On May 1, 2019, PNM, the New Mexico Renewable Energy Transmission Authority (“RETA”), a New Mexico state authority, and Western Spirit Transmission LLC (“Western Spirit”), an affiliate of Pattern Energy Group, Inc., entered into agreements for the construction of a transmission line to transmit power generated from wind facilities to be owned by Pattern Wind. As a part of the arrangement, the parties executed a Build Transfer Agreement that would allow PNM to purchase the Western Spirit Line.
On May 10, 2019, PNM filed an application with the NMPRC requesting that the NMPRC determine that it is not unlawful or inconsistent with the public interest for PNM to purchase the Western Spirit Line. On September 11, 2019, the hearing examiner issued a recommended decision that would allow PNM to purchase the Western Spirit Line, and indicating that PNM’s proposal satisfies the NMPRC’s acquisition standards and that no CCN is required until such time that PNM seeks recovery for costs associated with the line from retail rate payers. On October 2, 2019, the NMPRC approved the recommended decision with limited modifications.
PNM also has entered into TSAs with Pattern Wind for firm transmission service. The TSAs use an incremental rate based on the construction and other ongoing costs of the Western Spirit Line, including adjustments for construction costs that Pattern Wind has chosen to self-fund under the agreement. FERC approved PNM’s TSAs with Pattern Wind effective July 9, 2019. On August 8, 2019, FERC approved PNM’s request to purchase the Western Spirit Line.
In December 2021, PNM completed the purchase of the Western Spirit Line, an approximately 150-mile 345-kV transmission line and related facilities, and service under TSAs was initiated. The total cost of the Western Spirit Line was approximately $360 million, which includes the cost of certain PNM built facilities and does not include customer self-funding of $75.0 million provided by the Western Spirit and Pattern Wind affiliates. The net cost is presented as cash flows from investing activities on the Consolidated Statement of Cash Flows for the twelve months ending December 31, 2021.
Formula Transmission Rates
PNM charges wholesale electric transmission service customers using a formula rate mechanism pursuant to which wholesale transmission service rates are calculated annually in accordance with an approved formula. The formula reflects a ROE of 10% and includes updating cost of service components, including investment in plant and operating expenses, based on information contained in PNM’s annual financial report filed with FERC, as well as including projected large transmission capital projects to be placed into service in the following year. The projections included are subject to true-up in the following year formula rate. Certain items, including changes to return on equity and depreciation rates, require a separate filing to be made with FERC before being included in the formula rate.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
COVID-19 Regulatory Matters
In March 2020, PNM and other utilities voluntarily implemented a temporary suspension of disconnections and late payment fees for non-payment of utility bills in response to the impacts of COVID-19. On March 18, 2020, the NMPRC conducted an emergency open meeting for the purpose of adopting emergency amendments to its rules governing service to residential customers. The NMPRC’s emergency order was applicable during the duration of the Governor of New Mexico's emergency executive order and allowed for the closure of payment centers, prohibits the discontinuance of a residential customer’s service for non-payment, and suspends the expiration of medical certificates for certain customers. On April 27, 2020, PNM, El Paso Electric Company, New Mexico Gas Company, and Southwestern Public Service Company filed a joint motion with the NMPRC requesting authorization to track costs resulting from each utility's response to the COVID-19 outbreak. The utilities proposed these incremental costs and uncollected customer accounts receivable resulting from COVID-19 during the period March 11, 2020 through December 31, 2020 be recorded as a regulatory asset. On June 24, 2020, the NMPRC issued an order authorizing all public utilities regulated by the NMPRC to create a regulatory asset to defer incremental costs related to COVID-19, including increases to bad debt expense incurred during the period beginning March 11, 2020 through the termination of the Governor of New Mexico’s emergency executive order. The NMPRC order requires public utilities creating regulatory assets to pursue all federal, state, or other subsidies available, to record a regulatory liability for all offsetting cost savings resulting from the COVID-19 pandemic, and allows PNM to request recovery in future ratemaking proceedings. As a result, PNM had deferred costs related to COVID-19 of $8.8 million in regulatory assets on the Consolidated Balance Sheet at December 31, 2020. PNM still intends to seek recovery of the increased bad debt expense resulting from COVID-19 through a regulatory asset in a future general rate proceeding. As a result, PNM has deferred bad debt expense related to COVID-19 of $6.9 million in regulatory assets on the Consolidated Balance Sheet at December 31, 2021. PNM no longer intends to seek recovery of the other incremental costs in a future rate proceeding as a regulatory asset and therefore, reversed regulatory assets of $2.7 million previously deferred at December 31, 2020. In addition, PNM has cost savings related to COVID-19 of $0.9 million in regulatory liabilities on the Consolidated Balance Sheet at both December 31, 2021 and December 31, 2020.
On February 3, 2021, the NMPRC issued an order finding that the temporary mandatory moratorium on disconnections of residential utility customers would be in effect from the date of the order for 100 days, which ended May 14, 2021. At the end of the moratorium, the 90-day transition period began, which continued the temporary moratorium on disconnections to provide the utilities additional time to assist residential customers with arrearages to enter into installment agreements. On July 14, 2021, the NMPRC issued an order clarifying previous orders that the mandatory requirements of the NMPRC's previous order prohibiting residential disconnects should be voluntarily complied with by investor-owned utilities until August 12, 2021. PNM began disconnections at the end of the transition period.
Transportation Electrification Program
On December 18, 2020, in compliance with New Mexico Statute, PNM filed its PNM 2022-2023 TEP for approval with the NMPRC. PNM’s requested TEP included a budget of approximately $8.4 million with flexibility of 25%. As proposed, up to 25% of the program budget will be dedicated to low and moderate income customers and is based on a model with no company ownership of charging facilities. PNM’s proposed TEP provides incentives through rebates to both residential and non-residential customers towards the purchase of chargers and/or behind-the-meter infrastructure. PNM’s TEP includes a request for a modified rate to add an electric vehicle pilot with a time-of-use option, a new non-residential electric vehicle time-of-use rate pilot without demand charges and implementation of a new rider to collect the actual costs of the TEP. PNM’s application requested NMPRC approval by the end of August 2021 and authority to file a new TEP by the end of June 2023. On August 30, 2021, the hearing examiner issued a recommended decision approving, among other things, PNM's budget flexibility proposal, PNM's proposed pilot time-of-use rate and PNM's TEP Rider. On November 10, 2021, the NMPRC issued a final order approving PNM’s TEP.
Unexecuted Transmission Service Agreements (TSAs) with Leeward Renewable Energy
On March 12, 2021, PNM filed four unexecuted TSAs with FERC totaling 145 MW with Leeward. The unexecuted TSAs provide long-term firm, point-to-point transmission service on PNM’s transmission system. The unexecuted TSAs are based on the pro-forma transmission service agreements with certain non-conforming provisions under Attachment A of PNM’s OATT and include PNM’s OATT rate. PNM is filing the unexecuted TSAs at the request of Leeward because the parties have been unable to reach an agreement on the terms and conditions for transmission service. In particular, Leeward believes the rate under the unexecuted TSAs should be an incremental rate while PNM believes the appropriate rate is its OATT rate.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
On April 2, 2021, Leeward and Pattern Wind separately protested PNM’s March 12, 2021 filing of four unexecuted TSAs with Leeward. The parties are requesting that FERC direct PNM to apply the same rate to the unexecuted TSAs as the incremental rate assessed to the Western Spirit transmission facilities, inclusive of Leeward’s network upgrades and requested service, or, in the alternative, initiate hearing and settlement judge procedures to address the unjust and unreasonable application of the FERC’s “higher of” policy. On April 19, 2021, PNM filed a motion for leave to answer and contested the arguments made by Leeward and Pattern Wind. In its response, PNM stated that it disagrees with the parties' pricing scheme because doing so would not recognize all the transmission facilities necessary to provide Leeward service, does not hold PNM's other transmission customers harmless, and is inconsistent with FERC pricing policy and precedent. PNM further explained that the proposal to include its FERC approved embedded rate in the unexecuted TSAs is just and reasonable and should be accepted by FERC. On May 11, 2021, FERC issued an order accepting PNM's four unexecuted TSAs. In the order, FERC stated that it agreed with PNM's pricing scheme and agreed that PNM's proposal to use the OATT rate will ensure that the benefit of Leeward's addition to the system will be spread among other existing system users, rather than simply transferred to Pattern Wind. On June 10, 2021, Pattern Wind and Leeward both filed a request for rehearing of the FERC Order. On September 10, 2021, Leeward filed a petition in the United States District Court for the District of Columbia for review of FERC's order accepting PNM's four unexecuted TSAs. On November 15, 2021, FERC issued an order denying the rehearing. On December 3, 2021, Leeward filed an Unopposed Motion for Voluntary Dismissal with the United States District Court for the District of Columbia of its petition for review. PNM is unable to predict the outcome of this matter.
FERC Compliance
PNM is conducting a comprehensive internal review of its filings with FERC regarding the potential timely filing of certain agreements that contained deviations from PNM’s standard form of service agreement in its OATT and assessing any applicable FERC waivers or refund requirements. PNM anticipates it will pursue any applicable waivers with FERC upon completion of PNM’s internal review. PNM is unable to predict the outcome of this matter.
The Community Solar Act
On June 18, 2021, Senate Bill 84, known as the Community Solar Act, became effective. The Community Solar Act establishes a program that allows for the development of community solar facilities and provides customers of a qualifying utility with the option of accessing solar energy produced by a community solar facility in accordance with the Community Solar Act. The NMPRC is charged with administering the Community Solar Act program, establishing a total maximum capacity of 200 MW community solar (applicable until November 2024) facilities and allocating proportionally to the New Mexico electric investor-owned utilities and participating cooperatives. As required under the Community Solar Act, the NMPRC opened a docket on May 12, 2021 to adopt rules to establish a community solar program no later than April 1, 2022. On June 15, 2021, the NMPRC issued an order which required utilities provide a notice to all future applicants and to any likely applicants that, until the effective date of the NMPRC's rules in this area the NMPRC's existing interconnection rules and manual remain in place until amended or replaced by the NMPRC, and further, that a place in a utility's applicant queue for interconnection does not and will not provide any advantage for selection as a community solar project. PNM has provided the required notices. On October 27, 2021, the NMPRC adopted an order issuing a NOPR starting the formal process for adoption of rules pursuant to the Community Solar Act. PNM cannot predict the full impact of the Community Solar Act or the outcome of the NMPRC's rulemaking.
San Juan Generating Station Unit 1 Outage
On June 30, 2021, a cooling tower used for SJGS Unit 1 failed resulting in a unit outage. SJGS Unit 1 was brought back online on July 25, 2021. PNM anticipates the damages to the facility will be reimbursed under an existing property insurance policy that covers SJGS, subject to a deductible of $2.0 million. PNM’s share of the deductible of $1.0 million, reflects PNM’s 50% ownership interest in SJGS Unit 1. On July 14, 2021, the NMPRC issued an order opening a formal docket and inquiry into the cooling tower incident. PNM has responded to a number of NMPRC questions in the inquiry, including questions about the cause of the cooling tower failure, cost and progress of the cleanup and remediation, whether customers experienced loss of service, how PNM provided power during the outage, safety practices and procedures at SJGS, and the history of inspections on the cooling towers. PNM cannot predict the outcome of this matter.
TNMP
TNMP 2018 Rate Case
On May 30, 2018, TNMP filed a general rate proceeding with the PUCT (the “TNMP 2018 Rate Case”) requesting an annual increase to base rates of $25.9 million based on a ROE of 10.5%, a cost of debt of 7.2%, and a capital structure comprised of 50% debt and 50% equity. TNMP’s application included a request to establish new rate riders to recover
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Hurricane Harvey restoration, rate case, and additional vegetation management costs. The application also included the integration of revenues previously recorded under the AMS rider and collection of other unrecovered AMS investments into base rates. The TNMP 2018 Rate Case application also proposed to return the regulatory liability recorded at December 31, 2017 related to federal tax reform to customers and to reduce the federal corporate income tax rate to 21%.
On December 20, 2018, the PUCT approved an unopposed settlement agreement in the case. The PUCT’s final order results in a $10.0 million annual increase to base rates. The key elements of the approved settlement include a ROE of 9.65%, and a capital structure comprised of 55% debt and 45% equity. As stated by the settlement agreement, the PUCT’s final order excludes certain items from rate base that were requested in TNMP’s original filing, including approximately $10.6 million of transmission investments that TNMP included in its January 2019 transmission cost of service filing, which was approved by the PUCT in March 2019. In addition, the PUCT’s final order requires TNMP to reflect the lower federal income tax rate of 21% in rates and refund approximately $37.8 million of a regulatory liability recorded at December 31, 2017 related to federal tax reform to customers over a period of five years and the remaining amount over the estimated useful lives of plant in service as of December 31, 2017; approves TNMP’s request to integrate revenues historically recorded under TNMP’s AMS rider, as well as other unrecovered AMS investments, into base rates; approves TNMP’s request for new depreciation rates; and approves a new rider to recover Hurricane Harvey restoration costs, net of amounts to be refunded to customers resulting from the reduction in the federal income tax rate in 2018. See Notes 13 and 18. The new rider was charged to customers over a period of approximately three years beginning on the effective date of new base rates. New rates under the TNMP 2018 Rate Case were effective beginning on January 1, 2019.
Recovery of TNMP Rate Case Costs
Recovery of the cost of TNMP’s rate case was moved into a separate proceeding to begin after the conclusion of TNMP 2018 Rate Case. TNMP sought recovery of costs incurred through August 2019 in the amount of $3.8 million and proposed these costs be collected from customers over a three-year period. In October 2019, TNMP and other parties to the proceedings filed an unopposed settlement stipulation that reduced TNMP’s cost recovery to $3.3 million and provide for recovery over a period not to exceed three years beginning on March 1, 2020. On January 16, 2020, the PUCT approved the settlement. As a result of the PUCT’s order, TNMP recorded a pre-tax write-off of $0.5 million in December 2019, which is reflected as regulatory disallowances on TNMP’s Consolidated Statements of Earnings.
Advanced Meter System Deployment
In July 2011, the PUCT approved a settlement and authorized an AMS deployment plan that permits TNMP to collect $113.4 million in deployment costs through a surcharge over a 12-year period. TNMP began collecting the surcharge in August 2011 and deployment of advanced meters began in September 2011. TNMP completed its mass deployment in 2016 and has installed more than 242,000 advanced meters. The TNMP 2018 Rate Case and associated approved settlement discussed above included a reconciliation of AMS costs and integrate TNMP’s AMS recovery into base rates beginning on January 1, 2019.
TNMP was notified by its largest AMS service provider that its existing communication platform would be decommissioned in February 2022. TNMP evaluated technological alternatives for its AMS and on October 2, 2020, filed an application with the PUCT for authorization to implement necessary upgrades of approximately $46 million by November 2022. On January 14, 2021, the PUCT approved TNMP’s application. TNMP will seek recovery of the investment associated with the upgrade in a future general rate proceeding or DCOS filing.
AMS Reconciliation
On July 14, 2021, TNMP filed a request with the PUCT to consider and approve its final reconciliation of the costs spent on the deployment of AMS from April 1, 2018 through December 31, 2018 of $9.0 million and approve appropriate carrying charges until full collection. On September 13, 2021, the PUCT Staff filed a recommendation for approval of TNMP's application for substantially all costs from April 1, 2018 through December 31, 2018. On February 10, 2022, the PUCT approved substantially all costs included in TNMP's AMS reconciliation application.
Energy Efficiency
TNMP recovers the costs of its energy efficiency programs through an energy efficiency cost recovery factor (“EECRF”), which includes projected program costs, under or over collected costs from prior years, rate case expenses, and performance bonuses (if the programs exceed mandated savings goals).
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following sets forth TNMP’s EECRF increases:
| | | | | | | | | | | | | | |
| Effective Date | | Aggregate Collection Amount | | Performance Bonus |
| | (In millions) |
| | | | |
| | | | |
| | | | |
| | | | |
| March 1, 2019 | | $ | 5.6 | | | $ | 0.8 | |
| March 1, 2020 | | 5.9 | | | 0.8 | |
| March 1, 2021 | | 5.9 | | | 1.0 |
On May 27, 2021, TNMP filed its request to adjust the EECRF to reflect changes in costs for 2022. The total amount requested was $7.2 million, which includes a performance bonus of $2.3 million based on TNMP's energy efficiency achievements in the 2020 plan year. On July 28, 2021, a unanimous stipulation and settlement was filed with the PUCT to recover its requested costs in 2022, including the performance bonus of $2.3 million. On October 7, 2021, the PUCT approved TNMP's energy efficiency application.
Transmission Cost of Service Rates
TNMP can update its TCOS rates twice per year to reflect changes in its invested capital although updates are not allowed while a general rate case is in process. Updated rates reflect the addition and retirement of transmission facilities, including appropriate depreciation, federal income tax and other associated taxes, and the approved rate of return on such facilities.
The following sets forth TNMP’s recent interim transmission cost rate increases:
| | | | | | | | | | | | | | |
| Effective Date | | Approved Increase in Rate Base | | Annual Increase in Revenue |
| | (In millions) |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| March 21, 2019 | | $ | 111.8 | | | $ | 14.3 | |
| September 19, 2019 | | 21.9 | | | 3.3 | |
| March 27, 2020 | | 59.2 | | | 7.8 | |
| October 7, 2020 | | 10.8 | | | 2.0 | |
| March 12, 2021 | | 112.6 | | | 14.1 | |
| September 20, 2021 | | 41.2 | | | 6.3 | |
On January 26, 2022, TNMP filed an application to further update its transmission rates, which would increase revenues by $14.2 million annually, based on an increase in rate base of $95.6 million. The application is pending before the PUCT.
Periodic Distribution Rate Adjustment
PUCT rules permit interim rate adjustments to reflect changes in investments in distribution assets. Distribution utilities may file for a periodic rate adjustment between April 1 and April 8 of each year as long as the electric utility is not earning more than its authorized rate of return using weather-normalized data. Utilities are limited to four periodic interim distribution rate adjustments between general rate cases.
On April 6, 2020, TNMP filed its 2020 DCOS that requested an increase in TNMP's annual distribution revenue requirement of $14.7 million based on net capital incremental rate base of $149.2 million. On June 26, 2020, the parties filed a unanimous settlement for a $14.3 million annual distribution revenue requirement with rates effective September 1, 2020. On August 13, 2020, the PUCT approved the unanimous settlement. On April 5, 2021, TNMP filed its 2021 DCOS that requested an increase in TNMP annual distribution revenue requirement of $14.0 million based on an increase in rate base of $104.5 million. On July 1, 2021, TNMP reached a unanimous settlement agreement with parties that would authorize TNMP to collect an increase in annual distribution revenues of $13.5 million beginning in September 2021. Subsequently, the ALJ issued an order on July 9, 2021 approving interim rates effective September 1, 2021, and remanded the case to the PUCT for approval. On September 23, 2021, the PUCT approved substantially all costs in the unanimous settlement.
COVID-19 Electricity Relief Program
On March 26, 2020, the PUCT issued an order establishing an electricity relief program for electric utilities, REPs, and customers impacted by COVID-19. The program allowed providers to implement a rider to collect unpaid residential retail
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
customer bills and to ensure these customers continued to have electric service. In addition, the program provided transmission and distribution providers access to zero-interest loans from ERCOT. Collectively, ERCOT’s loans could not exceed $15 million. The program had a term of six months unless extended by the PUCT. In a separate order, the PUCT authorized electric utilities to establish a regulatory asset for costs related to COVID-19. These costs included but were not limited to costs related to unpaid accounts.
TNMP filed its rider on March 30, 2020. The rider was effective immediately and established a charge of $0.33 per MWh in accordance with the PUCT's order. Final collections under the rider exceeded unpaid residential retail customer bills and were presented net as a regulatory liability of $0.1 million on the Consolidated Balance Sheet as of December 31, 2020. TNMP is refunding the net regulatory liability through its transmission cost recovery factor. Other COVID-19 related costs of $0.7 million were also recorded as a regulatory asset on the Consolidated Balance Sheet as of December 31, 2020. TNMP no longer intends to seek recovery of the other incremental costs in a future rate proceeding as a regulatory asset and therefore, reversed the regulatory asset in 2021. On April 14, 2020, TNMP executed an interest-free loan agreement to borrow $0.5 million from ERCOT, and on October 30, 2020, the balance of the loan was repaid.
On August 27, 2020, the PUCT issued an order determining that new enrollments in the program should end on August 31, 2020 and benefits under the program should end on September 30, 2020 to allow eligible customers a minimum of one month of benefits from the program. All requests for reimbursement were made by November 30, 2020. On December 4, 2020, TNMP filed to end collections under the tariff. Final collections under the rider were made on December 11, 2020. On January 14, 2021, TNMP made a final compliance filing for the electricity relief program.
(18)Income Taxes
Federal Income Tax Reform
In December 2017, comprehensive changes in U.S. federal income taxes were enacted through legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act made many significant modifications to the tax laws, including reducing the federal corporate income tax rate from 35% to 21% effective January 1, 2018. The Tax Act also eliminated federal bonus depreciation for utilities, limited interest deductibility for non-utility businesses and limited the deductibility of officer compensation. During 2020, the IRS issued final regulations related to certain officer compensation and, in January 2021, issued final regulations on interest deductibility that provide a 10% “de minimis” exception that allows entities with predominantly regulated activities to fully deduct interest expenses. In addition, in 2020, the IRS finalized regulations interpreting Tax Act amendments to depreciation provisions of the IRC that allowed the Company to claim a bonus depreciation deduction on certain construction projects placed in service subsequent to the third quarter of 2017.
As a result of the change in the federal income tax rate, the Company re-measured and adjusted its deferred tax assets and liabilities as of December 31, 2017. The portion of that adjustment not related to PNM’s and TNMP’s regulated activities was recorded as a reduction in net deferred tax assets and an increase in income tax expense. The portion related to PNM’s and TNMP’s regulated activities was recorded as a reduction in net deferred tax liabilities and an increase in regulatory liabilities.
Beginning February 2018, PNM’s NM 2016 Rate Case reflects the reduction in the federal corporate income tax rate, including amortization of excess deferred federal and state income taxes. In accordance with the order in that case, PNM is returning the protected portion of excess deferred federal income taxes to customers over the average remaining life of plant in service as of December 31, 2017 and the unprotected portion of excess deferred federal income taxes to customers over a period of approximately twenty-three years. Excess deferred state income taxes were returned to customers over a three-year period, which concluded in the first quarter of 2021. The approved settlement in the TNMP 2018 Rate Case includes a reduction in customer rates to reflect the impacts of the Tax Act beginning on January 1, 2019. PNMR, PNM, and TNMP amortized federal and state excess deferred income taxes of $24.5 million, $15.2 million, and $9.3 million in 2021. See additional discussion of PNM’s NM 2016 Rate Case and TNMP’s 2018 Rate Case in Note 17.
As discussed in Note 17, the NM Supreme Court issued a decision in May 2019 on the appeal of the NM 2015 Rate Case resulting in pre-tax impairments of $150.6 million in the year ending December 31, 2019. The impairments were recognized as discrete items within regulatory disallowances and restructuring costs resulting in tax benefits of $45.7 million, which are reflected in income taxes on the Company’s Consolidated Statements of Earnings for the year ended December 31, 2019.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNMR
PNMR’s income taxes (benefits) consist of the following components:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Current federal income tax | $ | — | | | $ | — | | | $ | 60 | |
| Current state income tax | 1,835 | | | 231 | | | 43 | |
| Deferred federal income tax (benefit) | 20,679 | | | 17,574 | | | (20,372) | |
| Deferred state income tax (benefit) | 11,315 | | | 3,721 | | | (4,491) | |
| | | | | |
| Amortization of accumulated investment tax credits | (1,247) | | | (890) | | | (522) | |
| Total income taxes (benefits) | $ | 32,582 | | | $ | 20,636 | | | $ | (25,282) | |
PNMR’s provision for income taxes (benefits) differed from the federal income tax computed at the statutory rate for each of the years shown. The differences are attributable to the following factors:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Federal income tax at statutory rates | $ | 51,330 | | | $ | 43,670 | | | $ | 14,038 | |
| Amortization of accumulated investment tax credits | (1,247) | | | (890) | | | (522) | |
| Amortization of excess deferred income tax (Note 17) | (24,484) | | | (30,723) | | | (37,799) | |
| Flow-through of depreciation items | 798 | | | 1,368 | | | 1,136 | |
| Earnings attributable to non-controlling interest in Valencia | (3,253) | | | (2,943) | | | (2,991) | |
| State income tax, net of federal (benefit) | 9,660 | | | 6,961 | | | 298 | |
| | | | | |
| Allowance for equity funds used during construction | (2,776) | | | (2,363) | | | (1,990) | |
| | | | | |
Regulatory recovery of prior year impairments of state net operating loss carryforward, including amortization | — | | | 1,367 | | | 1,367 | |
| | | | | |
| Tax benefit related to stock compensation awards | (788) | | | (392) | | | (795) | |
| Non-deductible compensation | 899 | | | 2,630 | | | 1,156 | |
| Transaction costs | 848 | | | — | | | — | |
| Other | 1,595 | | | 1,951 | | | 820 | |
| Total income taxes (benefits) | $ | 32,582 | | | $ | 20,636 | | | $ | (25,282) | |
| | | | | | | | | | | | | | | | | |
| Effective tax rate | 13.33 | % | | 9.92 | % | | (37.82) | % |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The components of PNMR’s net accumulated deferred income tax liability were:
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| Deferred tax assets: | | | |
| Net operating loss | $ | 32,441 | | | $ | 41,419 | |
| | | |
| Regulatory liabilities related to income taxes | 120,651 | | | 148,961 | |
| Federal tax credit carryforwards | 122,436 | | | 121,354 | |
| | | |
| Regulatory disallowances | 38,835 | | | 38,531 | |
| Other | 34,812 | | | 42,885 | |
| Total deferred tax assets | 349,175 | | | 393,150 | |
| Deferred tax liabilities: | | | |
| Depreciation and plant related | (787,295) | | | (738,342) | |
| Investment tax credit | (97,409) | | | (98,669) | |
| Regulatory assets related to income taxes | (78,211) | | | (61,330) | |
| | | |
| Pension | (40,828) | | | (37,099) | |
| Regulatory asset for shutdown of SJGS Units 2 and 3 | (25,643) | | | (27,237) | |
| Other | (84,639) | | | (124,985) | |
| Total deferred tax liabilities | (1,114,025) | | | (1,087,662) | |
| Net accumulated deferred income tax liabilities | $ | (764,850) | | | $ | (694,512) | |
| | | |
| | | |
The following table reconciles the change in PNMR’s net accumulated deferred income tax liability to the deferred income tax (benefit) included in the Consolidated Statement of Earnings:
| | | | | |
| | Year Ended |
| December 31, 2021 |
| | (In thousands) |
| Net change in deferred income tax liability per above table | $ | 70,338 | |
| Change in tax effects of income tax related regulatory assets and liabilities | (12,424) | |
| Amortization of excess deferred income tax | (24,484) | |
| Tax effect of mark-to-market adjustments | 2,729 | |
| Tax effect of excess pension liability | (5,196) | |
| Adjustment for uncertain income tax positions | 562 | |
| Reclassification of unrecognized tax benefits | (562) | |
| |
| |
| |
| |
| Other | (216) | |
| Deferred income taxes | $ | 30,747 | |
PNM
PNM’s income taxes (benefit) consist of the following components:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Current federal income tax (benefit) | $ | — | | | $ | — | | | $ | (6,266) | |
| Current state income tax (benefit) | (128) | | | (585) | | | 449 | |
| Deferred federal income tax (benefit) | 18,774 | | | 20,125 | | | (12,308) | |
| Deferred state income tax (benefit) | 8,583 | | | 2,560 | | | (7,590) | |
| | | | | |
| Amortization of accumulated investment tax credits | (237) | | | (243) | | | (247) | |
| Total income taxes (benefit) | $ | 26,992 | | | $ | 21,857 | | | $ | (25,962) | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNM’s provision for income taxes (benefit) differed from the federal income tax computed at the statutory rate for each of the years shown. The differences are attributable to the following factors:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Federal income tax at statutory rates | $ | 41,696 | | | $ | 38,193 | | | $ | 6,187 | |
| Amortization of accumulated investment tax credits | (237) | | | (243) | | | (247) | |
| Amortization of excess deferred income tax (Note 17) | (15,158) | | | (21,609) | | | (28,923) | |
| Flow-through of depreciation items | 689 | | | 1,279 | | | 1,077 | |
| Earnings attributable to non-controlling interest in Valencia | (3,253) | | | (2,943) | | | (2,991) | |
| State income tax, net of federal benefit | 7,609 | | | 7,111 | | | 92 | |
| | | | | |
| Allowance for equity funds used during construction | (2,080) | | | (1,461) | | | (1,398) | |
| | | | | |
| | | | | |
Regulatory recovery of prior year impairment of state net operating loss carryforward, net of amortization | — | | | 1,367 | | | 1,367 | |
| | | | | |
| Allocation of tax benefit related to stock compensation awards | (563) | | | (279) | | | (559) | |
| Non-deductible compensation | 547 | | | 1,554 | | | 683 | |
| Transaction costs | 22 | | | — | | | — | |
| Other | (2,280) | | | (1,112) | | | (1,250) | |
| Total income taxes (benefits) | $ | 26,992 | | | $ | 21,857 | | | $ | (25,962) | |
| | | | | | | | | | | | | | | | | |
| Effective tax rate | 13.59 | % | | 12.02 | % | | (88.13) | % |
The components of PNM’s net accumulated deferred income tax liability were:
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| Deferred tax assets: | | | |
| Net operating loss | $ | 1,854 | | | $ | — | |
| | | |
| Regulatory liabilities related to income taxes | 96,161 | | | 121,569 | |
| Federal tax credit carryforwards | 86,811 | | | 84,719 | |
| | | |
| Regulatory disallowance | 38,835 | | | 38,531 | |
| Other | 36,599 | | | 46,444 | |
| Total deferred tax assets | 260,260 | | | 291,263 | |
| Deferred tax liabilities: | | | |
| Depreciation and plant related | (616,567) | | | (576,079) | |
| Investment tax credit | (74,187) | | | (74,424) | |
| Regulatory assets related to income taxes | (68,687) | | | (51,493) | |
| Pension | (36,283) | | | (32,413) | |
| Regulatory asset for shutdown of SJGS Units 2 and 3 | (25,643) | | | (27,237) | |
| Other | (69,575) | | | (108,767) | |
| Total deferred tax liabilities | (890,942) | | | (870,413) | |
| Net accumulated deferred income tax liabilities | $ | (630,682) | | | $ | (579,150) | |
| | | |
| | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The following table reconciles the change in PNM’s net accumulated deferred income tax liability to the deferred income tax (benefit) included in the Consolidated Statement of Earnings:
| | | | | |
| | Year Ended |
| December 31, 2021 |
| | (In thousands) |
| Net change in deferred income tax liability per above table | $ | 51,532 | |
| Change in tax effects of income tax related regulatory assets and liabilities | (9,834) | |
| Amortization of excess deferred income tax | (15,158) | |
| Tax effect of mark-to-market adjustments | 2,957 | |
| Tax effect of excess pension liability | (5,196) | |
| Adjustment for uncertain income tax positions | 541 | |
| Reclassification of unrecognized tax benefits | 2,278 | |
| |
| |
| |
| |
| |
| Deferred income taxes | $ | 27,120 | |
TNMP
TNMP’s income taxes consist of the following components:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Current federal income tax | $ | 5,770 | | | $ | 12,048 | | | $ | 10,792 | |
| Current state income tax | 2,395 | | | 2,033 | | | 1,904 | |
| Deferred federal income tax (benefit) | (224) | | | (7,744) | | | (7,621) | |
| Deferred state income tax (benefit) | (29) | | | (29) | | | (29) | |
| Total income taxes | $ | 7,912 | | | $ | 6,308 | | | $ | 5,046 | |
TNMP’s provision for income taxes differed from the federal income tax computed at the statutory rate for each of the periods shown. The differences are attributable to the following factors:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Federal income tax at statutory rates | $ | 15,076 | | | $ | 13,628 | | | $ | 12,778 | |
| Amortization of excess deferred income tax | (9,326) | | | (9,113) | | | (8,876) | |
| State income tax, net of federal (benefit) | 1,763 | | | 1,625 | | | 1,532 | |
| | | | | |
| Allocation of tax benefit related to stock compensation awards | (224) | | | (112) | | | (236) | |
| Non-deductible compensation | 351 | | | 1,071 | | | 471 | |
| Transaction costs | (4) | | | — | | | — | |
| Other | 276 | | | (791) | | | (623) | |
| Total income taxes | $ | 7,912 | | | $ | 6,308 | | | $ | 5,046 | |
| | | | | | | | | | | | | | | | | |
| Effective tax rate | 11.02 | % | | 9.71 | % | | 8.29 | % |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The components of TNMP’s net accumulated deferred income tax liability at December 31, were:
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| Deferred tax assets: | | | |
| Regulatory liabilities related to income taxes | $ | 24,490 | | | $ | 27,392 | |
| Other | 3,648 | | | 4,548 | |
| Total deferred tax assets | 28,138 | | | 31,940 | |
| Deferred tax liabilities: | | | |
| Depreciation and plant related | (157,649) | | | (148,279) | |
| | | |
| Regulatory assets related to income taxes | (9,525) | | | (9,836) | |
| Loss on reacquired debt | (5,799) | | | (6,072) | |
| Pension | (4,545) | | | (4,685) | |
| AMS | (5,249) | | | (6,915) | |
| Other | (2,619) | | | (1,522) | |
| Total deferred tax liabilities | (185,386) | | | (177,309) | |
| Net accumulated deferred income tax liabilities | $ | (157,248) | | | $ | (145,369) | |
| | | |
| | | |
The following table reconciles the change in TNMP’s net accumulated deferred income tax liability to the deferred income tax (benefit) included in the Consolidated Statement of Earnings:
| | | | | |
| | Year Ended |
| December 31, 2021 |
| | (In thousands) |
| Net change in deferred income tax liability per above table | $ | 11,879 | |
| Change in tax effects of income tax related regulatory assets and liabilities | (2,591) | |
| Amortization of excess deferred income tax (benefit) | (9,326) | |
| Other | (215) | |
| Deferred income tax (benefits) | $ | (253) | |
Other Disclosures
The Company is required to recognize only the impact of tax positions that, based on their technical merits, are more likely than not to be sustained upon an audit by the taxing authority. A reconciliation of unrecognized tax benefits is as follows:
| | | | | | | | | | | | | | | | | |
| PNMR | | PNM | | TNMP |
| | (In thousands) |
| Balance at December 31, 2018 | $ | 10,194 | | | $ | 7,288 | | | $ | 103 | |
| Additions based on tax positions related to 2019 | 329 | | | 329 | | | — | |
| Additions for tax positions of prior years | 170 | | | 159 | | | 11 | |
| Settlement payments | — | | | — | | | — | |
| Balance at December 31, 2019 | 10,693 | | | 7,776 | | | 114 | |
| Additions based on tax positions related to 2020 | 2,286 | | | 2,286 | | | — | |
| Additions for tax positions of prior years | 173 | | | 168 | | | 5 | |
| Settlement payments | — | | | — | | | — | |
| Balance at December 31, 2020 | 13,152 | | | 10,230 | | | 119 | |
| Additions based on tax positions related to 2021 | 305 | | | 295 | | | 11 | |
| Additions for tax positions of prior years | 257 | | | 246 | | | 11 | |
| Settlement payments | — | | | — | | | — | |
| Balance at December 31, 2021 | $ | 13,714 | | | $ | 10,771 | | | $ | 141 | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
Included in the balance of unrecognized tax benefits at December 31, 2021 are $11.6 million, $8.6 million, and $0.1 million that, if recognized, would affect the effective tax rate for PNMR, PNM, and TNMP. The Company does not anticipate that any unrecognized tax expenses or unrecognized tax benefits will be reduced or settled in 2022.
PNMR, PNM, and TNMP had no estimated interest income or expense related to income taxes for the years ended December 31, 2021, 2020, and 2019. There was no accumulated accrued interest receivable or payable related to income taxes as of December 31, 2021 and 2020.
The Company files a federal consolidated and several consolidated and separate state income tax returns. The tax years prior to 2018 are closed to examination by either federal or state taxing authorities other than Arizona. The tax years prior to 2017 are closed to examination by Arizona taxing authorities. Other tax years are open to examination by federal and state taxing authorities and net operating loss carryforwards are open to examination for the years in which the carryforwards are utilized. At December 31, 2021, the Company has $196.2 million of federal net operating loss carryforwards that expire beginning in 2033 and $122.4 million of federal tax credit carryforwards that expire beginning in 2024. State net operating losses expire beginning in 2033 and vary from federal due to differences between state and federal tax law. The proposed Merger may impact the Company’s ability to utilize its federal net operating loss and tax credit carryforwards.
In 2008, fifty percent bonus tax depreciation was enacted as a temporary two-year stimulus measure as part of the Economic Stimulus Act of 2008. Bonus tax depreciation in various forms has been extended since that time, including by the Protecting Americans from Tax Hikes Act of 2015. The 2015 act extended and phased-out bonus tax depreciation through 2019. As discussed above the Tax Act eliminated bonus depreciation for utilities effective September 28, 2017. However, in 2020 the IRS issued regulations interpreting Tax Act amendments to depreciation provisions of the IRC which allowed the Company to claim a bonus depreciation deduction on certain construction projects placed in service after the third quarter of 2017. As a result of the net operating loss carryforwards for income tax purposes created by bonus depreciation, certain tax carryforwards were not expected to be utilized before their expiration. In addition, as a result of Tax Act changes to the deductibility of officer compensation, certain deferred tax benefits related to compensation are not expected to be realized. The Company has impaired the deferred tax assets for tax carryforwards which are not expected to be utilized and for compensation that is not expected to be deductible.
The Company earns investment tax credits for construction or purchase of eligible property. The Company uses the deferral method of accounting for these investment tax credits.
The impairments after reflecting the expiration of carryforwards under applicable tax laws, net of federal tax benefit, for 2019 through 2021 are as follows:
| | | | | | | | | | | | | | | | | |
| PNMR | | PNM | | TNMP |
| (In thousands) |
| December 31, 2021: | | | | | |
| Federal tax credit carryforwards | $ | 1,029 | | | $ | — | | | $ | — | |
| | | | | |
| | | | | |
| Compensation expense | $ | 119 | | | $ | 84 | | | $ | 35 | |
| December 31, 2020: | | | | | |
| State tax credit carryforwards | $ | (425) | | | $ | — | | | $ | — | |
| | | | | |
| | | | | |
| Compensation expense | $ | 96 | | | $ | 61 | | | $ | 35 | |
| December 31, 2019: | | | | | |
| State tax credit carryforwards | $ | 425 | | | $ | — | | | $ | — | |
| | | | | |
| | | | | |
| Compensation expense | $ | (99) | | | $ | (100) | | | $ | 2 | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
The tax effect of compensation that is not expected to be deductible and impairments of unexpired tax credits are reflected as a valuation allowance against deferred tax assets. The reserve balances, after reflecting expiration of carryforwards under applicable tax laws, at December 31, 2021 and 2020 are as follows:
| | | | | | | | | | | | | | | | | |
| PNMR | | PNM | | TNMP |
| (In thousands) |
| December 31, 2021: | | | | | |
| Federal tax credit carryforwards | $ | 1,029 | | | $ | — | | | $ | — | |
| | | | | |
| | | | | |
| Compensation expense | $ | 526 | | | $ | 343 | | | $ | 182 | |
| December 31, 2020: | | | | | |
| | | | | |
| | | | | |
| | | | | |
| Compensation expense | $ | 407 | | | $ | 259 | | | $ | 148 | |
(19) Goodwill
The excess purchase price over the fair value of the assets acquired and the liabilities assumed by PNMR for its 2005 acquisition of TNP was recorded as goodwill and was pushed down to the businesses acquired. In 2007, the TNMP assets that were included in its New Mexico operations, including goodwill, were transferred to PNM. PNMR’s reporting units that currently have goodwill are PNM and TNMP.
The Company evaluates its goodwill for impairment annually at the reporting unit level or more frequently if circumstances indicate that the goodwill may be impaired. Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, and determination of the fair value of each reporting unit.
In certain circumstances an entity may perform a qualitative analysis to conclude that the goodwill of a reporting unit is not impaired. Under a qualitative assessment an entity considers macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, other relevant entity-specific events affecting a reporting unit, as well as whether a sustained decrease (both absolute and relative to its peers) in share price has occurred. An entity considers the extent to which each of the adverse events and circumstances identified could affect the comparison of a reporting unit’s fair value with its carrying amount. An entity places more weight on the events and circumstances that most affect a reporting unit’s fair value or the carrying amount of its net assets. An entity also considers positive and mitigating events and circumstances that may affect its determination of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity evaluates, on the basis of the weight of evidence, the significance of all identified events and circumstances in the context of determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. A quantitative analysis is not required if, after assessing events and circumstances, an entity determines that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount.
In other circumstances, an entity may perform a quantitative analysis to reach the conclusion regarding impairment with respect to a reporting unit. An entity may choose to perform a quantitative analysis without performing a qualitative analysis and may perform a qualitative analysis for certain reporting units, but a quantitative analysis for others. The first step of the quantitative impairment test requires an entity to compare the fair value of the reporting unit with its carrying value, including goodwill. If as a result of this analysis, the entity concludes there is an indication of impairment in a reporting unit having goodwill, the entity is required to perform the second step of the impairment analysis, determining the amount of goodwill impairment to be recorded. The amount is calculated by comparing the implied fair value of the goodwill to its carrying amount. This exercise would require the entity to allocate the fair value determined in step one to the individual assets and liabilities of the reporting unit. Any remaining fair value would be the implied fair value of goodwill on the testing date. To the extent the recorded amount of goodwill of a reporting unit exceeds the implied fair value determined in step two, an impairment loss would be reflected in results of operations.
PNMR periodically updates its quantitative analysis for both PNM and TNMP. The use of a quantitative approach in a given period is not necessarily an indication that a potential impairment has been identified under a qualitative approach.
When PNMR performs a quantitative analysis for PNM or TNMP, a discounted cash flow methodology is primarily used to estimate the fair value of the reporting unit. This analysis requires significant judgments, including estimations of future cash flows, which is dependent on internal forecasts, estimations of long-term growth rates for the business, and determination of appropriate weighted average cost of capital for the reporting unit. Changes in these estimates and assumptions could materially affect the determination of fair value and the conclusion of impairment.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
When PNMR performs a qualitative or quantitative analysis for PNM or TNMP, PNMR considers market and macroeconomic factors including changes in growth rates, changes in the WACC, and changes in discount rates. PNMR also evaluates its stock price relative to historical performance, industry peers, and to major market indices, including an evaluation of PNMR’s market capitalization relative to the carrying value of its reporting units.
For its annual evaluations performed as of April 1, 2019, PNMR performed qualitative analyses for both the PNM and TNMP reporting units. In addition to the typical considerations discussed above, the qualitative analysis considered changes in the Company’s expectations of future financial performance since the April 1, 2018 quantitative analysis performed for PNM, as well as the quantitative analysis performed for TNMP at April 1, 2016 and the previous qualitative analyses through April 1, 2018. This analysis considered Company specific events such as the potential impacts of legal and regulatory matters discussed in Note 16 and Note 17, including potential outcomes in PNM’s SJGS Abandonment Application, the impacts of the NM Supreme Court’s decision in the appeal of the NM 2015 Rate Case, and other potential impacts of changes in PNM’s resource needs based on PNM’s 2017 IRP. Based on an evaluation of these and other factors, the Company determined it was not more likely than not that the April 1, 2019 carrying values of PNM or TNMP exceeded their fair values.
For its annual evaluations performed as of April 1, 2020, PNMR performed a qualitative analysis for the PNM reporting unit and a quantitative analysis for the TNMP reporting unit. In addition to the typical considerations discussed above, the qualitative analysis considered changes in PNM’s expectations of future financial performance since the April 1, 2018 quantitative analysis as well as the 2019 qualitative analysis. Based on an evaluation of these and other factors, the Company determined it was not more likely than not that the April 1, 2020 carrying value of PNM exceeded its fair value. Using the methods and considerations discussed above, the 2020 quantitative analysis indicated the fair value of the TNMP reporting unit, which has goodwill of $226.7 million, exceeded its carrying value by approximately 38%. Based on an evaluation of these and other factors, the Company determined it was not more likely than not that the April 1, 2020 carrying value of TNMP exceeded its fair value.
For its annual evaluations performed as of April 1, 2021, PNMR performed a qualitative analysis for both the PNM and TNMP reporting units. In addition to the typical considerations discussed above, the qualitative analysis considered changes in the Company's expectations of future financial performance since the April 1, 2018 quantitative analysis and the previous qualitative analyses through April 1, 2020 performed for PNM, as well as the quantitative analysis performed for TNMP at April 1, 2020. This analysis considered Company specific events such as the Merger, potential impacts of legal and regulatory matters discussed in Note 16 and Note 17, including potential outcomes in PNM’s Four Corners Abandonment Application, and other potential impacts of changes in PNM’s resource needs based on PNM’s 2020 IRP. Based on an evaluation of these and other factors, the Company determined it was not more likely than not that the April 1, 2021 carrying values of PNM and TNMP exceeded their fair value. Since the April 1, 2021 annual evaluation, there have been no events, including the Merger (Note 22), or indications that the fair values of the reporting units with recorded goodwill have decreased below their carrying values.
(20)Related Party Transactions
PNMR, PNM, TNMP, and NMRD are considered related parties, as is PNMR Services Company, a wholly-owned subsidiary of PNMR that provides corporate services to PNMR and its subsidiaries in accordance with shared services agreements. These services are billed at cost on a monthly basis to the business units. In addition, PNMR provides construction and operations and maintenance services to NMRD, a 50% owned subsidiary of PNMR Development (Note 21), and PNM purchases renewable energy from certain NMRD-owned facilities at a fixed price per MWh of energy produced. PNM also provides interconnection services to PNMR Development and NMRD.
PNMR files a consolidated federal income tax return with its affiliated companies. A tax allocation agreement exists between PNMR and each of its affiliated companies. These agreements provide that the subsidiary company will compute its taxable income on a stand-alone basis. If the result is a net tax liability, such amount shall be paid to PNMR. If there are net operating losses and/or tax credits, the subsidiary shall receive payment for the tax savings from PNMR to the extent that PNMR is able to utilize those benefits.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
See Note 7 for information on intercompany borrowing arrangements. The table below summarizes the nature and amount of related party transactions of PNMR, PNM and TNMP:
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | | (In thousands) | | |
| | | | | |
| | | | | |
| Services billings: | | | | | |
| PNMR to PNM | $ | 107,747 | | | $ | 100,872 | | | $ | 96,327 | |
| PNMR to TNMP | 41,798 | | | 39,053 | | | 36,554 | |
| PNM to TNMP | 404 | | | 383 | | | 375 | |
| TNMP to PNMR | 141 | | | 141 | | | 141 | |
| TNMP to PNM | — | | | — | | | — | |
| | | | | |
| | | | | |
| PNMR to NMRD | 221 | | | 260 | | | 238 | |
| Renewable energy purchases: | | | | | |
| PNM from NMRD | 11,879 | | | 9,638 | | | 3,124 | |
Interconnection and facility study billings: | | | | | |
| PNM to NMRD | 225 | | | 350 | | | 650 | |
| PNM to PNMR | — | | | — | | | — | |
| PNMR to PNM | — | | | — | | | 68,820 | |
| NMRD to PNM | 1,276 | | | — | | | — | |
| Interest billings: | | | | | |
| PNMR to PNM | 31 | | | 6 | | | 3,365 | |
| PNM to PNMR | 144 | | | 255 | | | 299 | |
| PNMR to TNMP | — | | | 2 | | | 42 | |
| Income tax sharing payments: | | | | | |
| PNMR to TNMP | — | | | — | | | — | |
| PNMR to PNM | 19,492 | | | — | | | — | |
| PNM to PNMR | — | | | — | | | — | |
| TNMP to PNMR | 12,842 | | | 15,820 | | | 12,996 | |
(21) Equity Method Investment
In September 2017, PNMR Development and AEP OnSite Partners created NMRD to pursue the acquisition, development, and ownership of renewable energy generation projects, primarily in the state of New Mexico. PNMR Development and AEP OnSite Partners each have a 50% ownership interest in NMRD. At December 31, 2021, NMRD’s renewable energy capacity in operation is 135.1 MW, which includes 130 MW of solar-PV facilities to supply energy to the Meta data center located within PNM’s service territory, 1.9 MW to supply energy to Columbus Electric Cooperative located in southwest New Mexico, 2.0 MW to supply energy to the Central New Mexico Electric Cooperative, and 1.2 MW of solar-PV facilities to supply energy to the City of Rio Rancho, New Mexico. PNMR accounts for its investment in NMRD using the equity method of accounting because PNMR’s ownership interest results in significant influence, but not control, over NMRD and its operations. PNMR records as income its percentage share of earnings or loss of NMRD and carries its investment at cost, adjusted for its share of undistributed earnings or losses.
During 2021, 2020, and 2019 PNMR Development and AEP OnSite Partners each made cash contributions of zero, $23.3 million, and $38.3 million to NMRD for its construction activities. In February 2021, NMRD paid both PNMR Development and AEP OnSite Partners a dividend of $3.0 million. PNMR Development’s cumulative equity in earnings of NMRD as of March 31, 2021 was $2.4 million and is presented as cash flows from operating activities on the Consolidated Statement of Cash Flows for the twelve months ending December 31, 2021. The portion of the dividend in excess of PNMR Development’s cumulative equity earnings of NMRD amounting to $0.6 million is presented as cash flows from investing activities.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
PNMR presents its share of net earnings from NMRD in other income on the Consolidated Statements of Earnings. Summarized financial information for NMRD is as follows:
| | | | | | | | | | | | | | | | | |
| | | |
| December 31, |
| 2021 | | 2020 | | 2019 |
| (In thousands) |
Operating revenues | $ | 12,738 | | | $ | 10,366 | | | $ | 3,662 | |
| Operating expenses | 9,733 | | | 7,476 | | | 2,971 | |
Net earnings | $ | 3,005 | | | $ | 2,890 | | | $ | 691 | |
| | | | | | | | | | | |
| Financial Position
|
| December 31, |
| 2021 | | 2020 |
| (In thousands) |
| Current assets | $ | 10,729 | | | $ | 8,046 | |
| Net property, plant, and equipment | 166,495 | | | 172,585 | |
| Non-current assets | 2,289 | | | 1,900 | |
Total assets | 179,513 | | | 182,531 | |
| Current liabilities | 824 | | | 841 | |
| Non-current liabilities | 373 | | | 380 | |
Owners’ equity | $ | 178,316 | | | $ | 181,310 | |
(22) Merger
On October 20, 2020, PNMR, Avangrid, and Merger Sub, entered into the Merger Agreement pursuant to which Merger Sub will merge with and into PNMR, with PNMR surviving the Merger as a wholly-owned subsidiary of Avangrid. The proposed Merger has been unanimously approved by the Boards of Directors of PNMR, Avangrid and Merger Sub and was approved by PNMR shareholders at the Special Meeting of Shareholders held on February 12, 2021.
Pursuant to the Merger Agreement, each issued and outstanding share of the common stock of PNMR (other than (i) the issued shares of PNMR common stock that are owned by Avangrid, Merger Sub, PNMR or any wholly-owned subsidiary of Avangrid or PNMR, which will be automatically cancelled at the Effective Time and (ii) shares of PNMR common stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of, or consented in writing to, the Merger who is entitled to, and who has demanded, payment for fair value of such shares) at the Effective Time will be converted into the right to receive $50.30 in cash.
The Merger Agreement provided that it may be terminated if the Effective Time shall not have occurred by the End Date; however, either PNMR or Avangrid could extend the End Date to April 20, 2022 if all conditions to closing have been satisfied other than the obtaining of all required regulatory approvals. On December 8, 2021, the NMPRC issued an order rejecting the stipulation agreement relating to the Merger and the approval of the Merger from the NMPRC has not yet been obtained.
In light of the NMPRC December 8, 2021 ruling, on January 3, 2022, PNMR, Avangrid and Merger Sub entered into an Amendment to the Merger Agreement pursuant to which PNMR and Avangrid each agreed to extend the End Date to April 20, 2023. The parties acknowledge in the Amendment that the required regulatory approval from the NMPRC has not been obtained and that the parties have reasonably determined that such outstanding approval will not be obtained by April 20, 2022. As amended, the Merger Agreement may be terminated by each of PNMR and Avangrid under certain circumstances, including if the Merger is not consummated by April 20, 2023.
With respect to the NMPRC proceedings, on April 20, 2021, the Joint Applicants, the NMAG, WRA, the International Brotherhood of Electrical Workers Local 611, Dine, Nava Education Project, the San Juan Citizens Alliance and To Nizhoni Ani, had entered into a stipulation and agreement in the Joint Application for approval of Merger pending before the NMPRC. Subsequently, CCAE, Onward Energy Holdings LLC, Walmart Inc., Interwest Energy Alliance, M-S-R Power and the Incorporated County of Los Alamos joined an amended stipulation. An evidentiary hearing was held in August 2021. On November 1, 2021, a Certification of Stipulation was issued by the hearing examiner, which recommended against approval of the amended stipulation. On December 8, 2021, the NMPRC issued an order adopting the Certification of Stipulation, rejecting the amended stipulation reached by the parties. On January 3, 2022, PNMR and Avangrid filed a notice of appeal with the NM Supreme Court. On February 2, 2022, PNMR and Avangrid filed a statement of issues outlining the argument for appeal.
PNM RESOURCES, INC. AND SUBSIDIARIES
PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES
TEXAS-NEW MEXICO POWER COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2021, 2020 and 2019
With respect to other regulatory proceedings related to the Merger, in January 2021, the FTC notified PNMR and Avangrid that early termination of the waiting period under the HSR Act in connection with the Merger was granted. In February 2021, CFIUS completed its review of the Merger and concluded that there are no unresolved national security concerns with respect to the Merger. In March 2021, PNMR and Avangrid received FCC approval of the transfer of operating licenses related to the Merger. In April 2021, FERC issued an order authorizing the Merger. In May 2021, the PUCT issued an order authorizing the Merger and the NRC approved the Merger. As a result of the delay in closing of the Merger due to the need to obtain NMPRC approval, PNMR and Avangrid are required to make a new filing under the HSR Act and request extensions of previously received approvals from with the FCC and NRC. On February 9, 2022, the request for extension was filed with the NRC. On February 24, 2022, the requests for a 180-day extension were granted by the FCC. No additional filings will be required with CFIUS, FERC or the PUCT
Consummation of the Merger remains subject to the satisfaction or waiver of certain customary closing conditions, including, without limitation, the absence of any material adverse effect on PNMR, the receipt of required regulatory approvals, and the agreements relating to the divestiture of Four Corners being in full force and effect and all applicable regulatory filings associated therewith being made. The agreement relating to the divestiture of Four Corners has been entered into and related filings have been made with the NMPRC.
The Merger Agreement provides for certain customary termination rights. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances (including if Avangrid terminates the Merger Agreement due to a change in recommendation of the Board or if PNMR terminates the Merger Agreement to accept a superior proposal (as defined in the Merger Agreement) and in either case prior to PNMR’s shareholder having approved the Merger), PNMR will be required to pay Avangrid a termination fee of $130.0 million. In addition, the Merger Agreement provides that (i) if the Merger Agreement is terminated by either party due to a failure of a regulatory closing condition and such failure is the result of Avangrid’s breach of its regulatory covenants, or (ii) Avangrid fails to effect the closing when all closing conditions have been satisfied and it is otherwise obligated to do so under the Merger Agreement, then, in either such case, upon termination of the Merger Agreement, Avangrid will be required to pay PNMR a termination fee of $184.0 million as the sole and exclusive remedy. Upon the termination of the Merger Agreement under certain specified circumstances involving a breach of the Merger Agreement, either PNMR or Avangrid will be required to reimburse the other party’s reasonable and documented out-of-pocket fees and expenses up to $10.0 million (which amount will be credited toward, and offset against, the payment of any applicable termination fee).
SCHEDULE I
PNM RESOURCES, INC.
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF EARNINGS
| | | | | | | | | | | | | | | | | |
| | Year ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Operating Revenues | $ | — | | | $ | — | | | $ | — | |
| Operating Expenses | 15,044 | | | 28,299 | | | 3,983 | |
| Operating (loss) | (15,044) | | | (28,299) | | | (3,983) | |
| Other Income and Deductions: | | | | | |
| Equity in earnings of subsidiaries | 221,004 | | | 211,291 | | | 96,324 | |
| Other income (loss) | 362 | | | (269) | | | 731 | |
| | | | | |
| Net other income and (deductions) | 221,366 | | | 211,022 | | | 97,055 | |
| Interest Charges | 11,986 | | | 19,078 | | | 19,581 | |
| Earnings Before Income Taxes | 194,336 | | | 163,645 | | | 73,491 | |
| Income Tax (Benefit) | (1,493) | | | (9,130) | | | (3,872) | |
| | | | | |
| | | | | |
| Net Earnings | $ | 195,829 | | | $ | 172,775 | | | $ | 77,363 | |
SCHEDULE I
PNM RESOURCES, INC.
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
STATEMENTS OF CASH FLOWS
| | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| | 2021 | | 2020 | | 2019 |
| | (In thousands) |
| Cash Flows From Operating Activities: | | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| Net Cash Flows From Operating Activities | $ | (28,514) | | | $ | (17,646) | | | $ | 2,001 | |
| Cash Flows From Investing Activities: | | | | | |
| Utility plant additions | 543 | | | 1,122 | | | 1,100 | |
| Investments in subsidiaries | (178,071) | | | (301,000) | | | (80,000) | |
| Cash dividends from subsidiaries | 60,000 | | | 99,187 | | | 54,465 | |
| | | | | |
| Net cash flows from investing activities | (117,528) | | | (200,691) | | | (24,435) | |
| Cash Flows From Financing Activities: | | | | | |
| Short-term loan borrowings (repayments) | — | | | — | | | (150,000) | |
| Short-term borrowings (repayments) -affiliate, net | 6,400 | | | — | | | — | |
| Revolving credit facility borrowings (repayments), net | 42,900 | | | (131,900) | | | 123,900 | |
| | | | | |
| Long-term borrowings | 1,120,000 | | | 230,000 | | | 150,000 | |
| Repayment of long-term debt | (900,000) | | | (50,000) | | | — | |
| Issuance of common stock | — | | | 283,208 | | | — | |
| | | | | |
| Proceeds from stock option exercise | — | | | 24 | | | 943 | |
| Awards of common stock | (10,130) | | | (11,984) | | | (9,918) | |
| Dividends paid | (112,444) | | | (97,974) | | | (92,398) | |
| Other, net | (673) | | | (3,064) | | | (107) | |
| Net cash flows from financing activities | 146,053 | | | 218,310 | | | 22,420 | |
| | | | | |
| Change in Cash and Cash Equivalents | 11 | | | (27) | | | (14) | |
| Cash and Cash Equivalents at Beginning of Period | 52 | | | 79 | | | 93 | |
| Cash and Cash Equivalents at End of Period | $ | 63 | | | $ | 52 | | | $ | 79 | |
| | | | | |
| Supplemental Cash Flow Disclosures: | | | | | |
| Interest paid, net of amounts capitalized | $ | 13,425 | | | $ | 16,869 | | | $ | 18,702 | |
| Income taxes paid (refunded), net | $ | — | | | $ | — | | | $ | — | |
| | | | | |
| | | | | |
| | | | | |
SCHEDULE I
PNM RESOURCES, INC.
CONDENSED FINANCIAL INFORMATION OF PARENT COMPANY
BALANCE SHEETS
| | | | | | | | | | | |
| | December 31, |
| | 2021 | | 2020 |
| | (In thousands) |
| Assets | | | |
| Cash and cash equivalents | $ | 63 | | | $ | 52 | |
| Intercompany receivables | 45,954 | | | 71,567 | |
| Income taxes receivable | 18,674 | | | — | |
| Other, net | 247 | | | 5,545 | |
| Total current assets | 64,938 | | | 77,164 | |
Property, plant and equipment, net of accumulated depreciation of $16,585 and $15,706 | 22,649 | | | 23,191 | |
| | | |
| Investment in subsidiaries | 3,006,281 | | | 2,631,567 | |
| Other long-term assets | 49,220 | | | 58,695 | |
| Total long-term assets | 3,078,150 | | | 2,713,453 | |
| $ | 3,143,088 | | | $ | 2,790,617 | |
| Liabilities and Stockholders’ Equity | | | |
| Short-term debt | $ | 54,900 | | | $ | 12,000 | |
| Short-term debt-affiliate | 15,219 | | | 8,819 | |
| Current maturities of long-term debt | — | | | 229,948 | |
| Accrued interest and taxes | 2,564 | | | 8,124 | |
| Other current liabilities | 318 | | | 29,549 | |
| Total current liabilities | 73,001 | | | 288,440 | |
| Long-term debt | 899,759 | | | 449,909 | |
| Other long-term liabilities | 2,804 | | | 2,803 | |
| Total liabilities | 975,564 | | | 741,152 | |
Common stock (no par value; 120,000,000 shares authorized; issued and outstanding 85,834,874 shares) | 1,429,257 | | | 1,429,941 | |
| Accumulated other comprehensive income (loss), net of tax | (71,936) | | | (79,183) | |
| Retained earnings | 810,203 | | | 698,707 | |
| Total common stockholders’ equity | 2,167,524 | | | 2,049,465 | |
| $ | 3,143,088 | | | $ | 2,790,617 | |
See Notes 7, 8, 11, and 16 for information regarding commitments, contingencies, and maturities of long-term debt.
