f11k_063007pnmr.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
______________________
FORM
11-K
[
X ]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the
fiscal year ended June 30, 2007
[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the
transition period from _______ to _________
Commission
file number: 333-32170
PNM
RESOURCES, INC.
EMPLOYEE
STOCK PURCHASE PLAN
(Full
title of the plan and address of the plan,
if
different from that of the issuer named below)
PNM
Resources, Inc.
Alvarado
Square
Albuquerque,
New Mexico 87158
(Name
of
issuer of the securities held pursuant to the plan
and
the
address of its principal executive office)
CONTENTS
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PAGE
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Report
Of Independent Registered Public Accounting Firm
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3
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Financial
Statements
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Statements
of Net Assets Available for Benefits
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4
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Statements
of Changes in Net Assets Available for Benefits
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5
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Notes
to Financial Statements
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6
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Exhibit
Index
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9
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Signature
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10
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Report
of Independent Registered Public Accounting Firm
To
the
Plan Administrator of the
PNM
Resources, Inc. Employee Stock Purchase Plan
Albuquerque,
New Mexico
We
have
audited the accompanying statements of net assets available for benefits of
the
PNM Resources, Inc. Employee Stock Purchase Plan (the “Plan”) as of June 30,
2007 and 2006, and the related statements of changes in net assets available
for
benefits for each of the three years in the period ended June 30,
2007. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. The Plan is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures
that
are appropriate in the circumstances, but not for the purpose of expressing
an
opinion on the effectiveness of the Plan’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In
our
opinion, such financial statements present fairly, in all material respects,
the
net assets available for benefits of the Plan as of June 30, 2007 and 2006,
and
the changes in net assets available for benefits for each of the three years
in
the period ended June 30, 2007, in conformity with accounting principles
generally accepted in the United States of America.
/S/
DELOITTE & TOUCHE LLP
Dallas,
Texas
September
14, 2007
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PNM
Resources, Inc. Employee Stock Purchase Plan
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Statements
of Net Assets Available for Benefits
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June
30,
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2007
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2006
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Assets:
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Receivable
from PNM Resources, Inc.
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$ |
-
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$ |
-
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Liabilities:
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Obligations
to purchase PNM Resources, Inc.
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common
stock
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-
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-
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Net
Assets Available for Benefits
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$ |
-
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$ |
-
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The
accompanying notes are an integral part of these financial
statements.
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PNM
Resources, Inc. Employee Stock Purchase Plan
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Statements
of Changes in Net Assets Available for Benefits
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Year
Ended June 30,
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2007
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2006
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2005
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Participant
contributions
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$ |
1,464,190
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$ |
2,281,768
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$ |
1,608,781
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Employer
non-cash contributions
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74,701
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396,013
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282,950
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Purchases
of PNM Resources, Inc. common stock
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(1,494,015 |
) |
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(2,640,083 |
) |
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(1,886,332 |
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Amounts
refunded to plan participants
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(44,876 |
) |
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(37,698 |
) |
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(5,399 |
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Net
change in net assets available for benefits
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-
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-
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-
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Net
assets available for benefits at beginning of year
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-
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-
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-
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Net
assets available for benefits at end of year
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$ |
-
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$ |
-
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$ |
-
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The
accompanying notes are an integral part of these financial
statements.
PNM
Resources, Inc.
Employee
Stock Purchase Plan
Notes
To Financial Statements
June
30, 2007, 2006 and 2005
1.
Description of the Plan
The
following is a brief description of the PNM Resources, Inc. Employee Stock
Purchase Plan (the “Plan”). Participants should refer to the Plan
agreement for a more complete description of the Plan’s provisions.
General
In
March 2003, the Board of Directors of PNM Resources, Inc. (the “Company”)
adopted the Plan. Eligible employees who have enrolled in the Plan
may contribute from 1% to 10% of their eligible pay each pay period towards
purchases. The Plan has been authorized to issue up to 375,000 new
shares of the Company’s common stock to the participants of the
Plan. As of June 30, 2007, 2006 and 2005, a total of 300,308, 249,717
and 146,144 shares, respectively, had been issued.
The
Plan
has two six-month offering periods that begin on January 1 and July 1 and end
on
June 30 and December 31, respectively. Within each offering period,
there are two purchase periods and two purchase dates. The purchase
periods coincide with calendar quarters and the purchase dates are the last
business day of each quarter. At the end of each purchase period, the
accumulated contributions are used to purchase full and fractional shares of
the
Company’s common stock at the discounted purchase price.
Plan
Year
The
Plan
Year is July 1 through June 30.
Eligibility
Employees
who work at least 20 hours a week and at least five months a year, and have
worked for the Company for at least six months before the first day of an
offering period are eligible to participate in the Plan.
Employees
who would, after purchasing shares through the Plan, own enough stock that
they
would possess 5% or more of the total combined voting power or value of all
classes of the Company's stock are not eligible to participate.
PNM
Resources, Inc.
Employee
Stock Purchase Plan
Notes
To Financial Statements
June
30, 2007, 2006 and 2005
Contributions
The
Plan
permits eligible employees to contribute from 1% to 10% of their base salary
or
wages to the Plan on an after-tax basis. Certain types of pay are not
included in base salary for contributions (e.g., bonuses, overtime, expense
reimbursements, disability benefits, deferred compensation payments, stock
option income, or vacation/paid time off sales). Lump sum
contributions are also not allowed under the Plan. Employees cannot
purchase more than $25,000 of stock each calendar year, as set forth by Internal
Revenue Code of 1986 (the “Code”) Section 423.
Employee
contributions are recorded by the Plan on the accrual basis as of the date
the
contributions are withheld from the employees’ compensation. The
Company holds participant contributions until the relevant purchase date, at
which time common stock of the Company is purchased and distributed to the
contributing participants. All funds held by the Company for the Plan
are included in the general assets of the Company. Participants may
change their contribution elections one time during an enrollment period if
the
request to do so is timely received. Otherwise, a participant’s
change will be effective at the beginning of the next offering period (July
or
January).
Stock
Purchase Provisions
Prior
to
July 1, 2006, the Plan determined the fair market value on two different days
in
each offering period – the first day of the offering period, or the relevant
purchase date. The purchase price of the stock was 85% of the lower
of the two prices (the “Look Back Feature”). In May 2006, the Board
of Directors of the Company made amendments to the Plan that became effective
as
of July 1, 2006. These amendments eliminated the Look Back Feature
and changed the purchase price of the stock to 95% of the fair market value
of
the Company’s common stock on the relevant purchase date.
On
each
purchase date, the accumulated contributions are used to purchase shares of
the
Company’s common stock for the participants. Currently,
purchases of shares under the Plan are made directly from the Company from
newly
issued common shares. However, the Company may also use treasury
shares, shares purchased by the Company on the open market, or a combination
thereof. If the purchase date occurs on a day when the New York Stock
Exchange is closed, the purchase date will be the previous trading
day.
2.
Summary of Significant Accounting Policies
Basis
of Accounting
The
accompanying financial statements have been prepared on the accrual basis of
accounting.
PNM
Resources, Inc.
Employee
Stock Purchase Plan
Notes
To Financial Statements
June
30, 2007, 2006 and 2005
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires Plan management
to
make estimates and assumptions that affect the reported amounts of Plan assets
and liabilities and disclosure of contingent assets and liabilities at the
date
of the financial statements and the reported amounts of changes in net
assets available for benefits during the reporting period. Actual
results could differ from those estimates.
Plan
Administration
The
Plan
is administered by the Human Resources and Compensation Committee of the Board
of Directors of the Company (the "Committee"). The Committee has the
authority to promulgate rules and regulations for the operation of the Plan,
and
to adopt forms for use in connection with the Plan, and decide any question
of
interpretation of the terms of, or rights under, the Plan. The
Committee may delegate some or all of its duties and authority to one or more
Company employees.
Plan
Expenses
Administrative
expenses of the Plan are paid by the Company.
3.
Income Tax Status
The
Plan
is intended to qualify as an Employee Stock Purchase Plan under Section 423
of the Code. Issuance of shares under the Plan is not intended to
result in taxable income to participants in the Plan at the time of purchase
based on provisions of the Code. Management believes that the
Plan has been operated in accordance with the Code and, therefore, no provision
for income taxes has been reflected in the accompanying financial
statements.
4.
Plan Termination
The
Plan
may be terminated at any time at the discretion of the Board of Directors of
the
Company.
Exhibit
Index:
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23.1
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Consent
of Deloitte & Touche LLP.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Committee has
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
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PNM
RESOURCES, INC.
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Employee
Stock Purchase Plan
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Date: September
25, 2007
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By:
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/s/Yvonne
Johnson
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Yvonne
Johnson
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Plan
Administrator
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