UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest events reported) July 30, 2003 -------------------- (July 29, 2003) -------------------- Commission Name of Registrants, State of Incorporation, I.R.S. Employer File Number Address and Telephone Number Identification No. ----------- -------------------------------------------- ------------------ 333-32170 PNM Resources, Inc. 85-0468296 (A New Mexico Corporation) Alvarado Square Albuquerque, New Mexico 87158 (505) 241-2700 1-6986 Public Service Company of New Mexico 85-0019030 (A New Mexico Corporation) Alvarado Square Albuquerque, New Mexico 87158 (505) 241-2700 ------------------------------ (Former name, former address and former fiscal year, if changed since last report) Item 12. Results of Operations and Financial Condition On July 29, 2003, PNM Resources, Inc. (the "Company") issued a press release announcing its unaudited results of operations for the six months ended June 30, 2003. The press release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The Company's press release and other communications from time to time may include certain non-GAAP financial measures. A "non-GAAP financial measure" is defined as a numerical measure of a company's financial performance, financial position or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in the Company's financial statements. Non-GAAP financial measures utilized by the Company include presentations of revenues, operating expenses, operating income, other income and deductions, net income, earnings per share and other GAAP measures of operating performance that exclude or include the effect of litigation settlements, accounting or regulatory changes, the restructuring of selected operations, certain merger activities and other similar events. The Company's management believes these non-GAAP financial measures provide useful information to investors by removing the effect of variances in GAAP reported results of operations that are not indicative of fundamental changes in the earnings capacity of the Company's operations. Management also believes that the presentation of the non-GAAP financial measure is consistent with its past practice, as well as industry practice in general, and will enable investors and analysts to compare current non-GAAP measures with non-GAAP measures presented in prior periods. The non-GAAP financial measures used by the Company should not be considered in isolation or as a substitute for measures of performance prepared in accordance with GAAP. Limitation on Incorporation by Reference In accordance with general instructions B.2 and B.6 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Item 12 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section and not deemed incorporated by reference in any filing under the Securities Act of 1933. EXHIBIT INDEX Exhibit Number Description 99.1 Press Release dated July 29, 2003, PNM Resources, Inc. and Subsidiaries Consolidated Statements of Earnings for the three and six months ended June 30, 2003 and 2002 and other select financial information. 2 EXHIBIT 99.1 PNM Resources Second Quarter Earnings Up 60 Percent Highlights: o Second Quarter 2003 net earnings of $0.44 per diluted share, compared to $0.28 per diluted share in the second quarter of 2002. o Total operating revenues rose $90.0 million, or 36 percent, to $340.2 million in the latest quarter, compared to $250.2 million in the second quarter of 2002. o Gross operating margin improved $23.1 million, to $164.9 million for second quarter 2003, compared to $141.8 million in the second quarter 2002. o Gross margin on wholesale power sales increased $22.3 million or 215.5 percent, to $32.7 million in the latest quarter. o Gross margin on PNM utility operations rose $775,000 or 0.6 percent over the comparable period last year, to $132.2 million in the latest quarter. ALBUQUERQUE, N.M., July 29, 2003 - PNM Resources (NYSE: PNM) today reported consolidated net earnings available for common stock of $17.6 million, or $0.44 per share (diluted), for the three months ended June 30, 2003. In the comparable period in 2002, the company reported consolidated net earnings available for common stock of $11.0 million, or $0.28 per diluted share. There were no one-time items reported in the latest quarter of 2003 or in the comparable three months of 2002. GAAP net earnings of $1.22 per diluted common share in the first quarter 2003 included a one-time gain of $0.95 per share and a one-time charge of $0.26 a share, increasing first quarter earnings by a net of $0.69 per share. Ongoing earnings for the six months ended June 30, 2003, were $0.97 per diluted share, compared to $0.90 per share for the first half of 2002. PNM Resources, Inc. Reconciliation of GAAP Reported to Ongoing Earnings Per Share June 30, 2003 Three Months Six Months Twelve Months Q2 2003 Q2 2002 6/30/03 6/30/02 6/30/03 6/30/02 ------------ ------------ ---------- ---------- ----------- ---------- GAAP Reported EPS $0.44 $0.28 $1.66 $0.90 $2.37 $1.84 One-time charges -- -- 0.26 -- 0.46 0.27 Change in Accounting (1) -- -- (0.95) -- (0.95) -- ------------ ------------ ---------- ---------- ----------- ---------- Ongoing earnings $0.44 $0.28 $0.97 $0.90 $1.88 $2.11 Average diluted shares (000s) 39,755 39,586 39,569 39,612 39,464 39,613 Note 1. To conform to FASB Statement 143, `Accounting for Asset Retirement Obligations.' 3 EXHIBIT 99.1 (Continued) "New long-term wholesale contracts, the continuing recovery of the wholesale power market following last year's lows, and growing demand in PNM's New Mexico service territory all contributed to our improved second quarter results," said PNM Resources Chairman, President and Chief Executive Officer Jeff Sterba. PERFORMANCE SUMMARY Consolidated gross margin (operating revenues less cost of energy) for the quarter increased $23.1 million, or 16.3 percent, over the comparable period last year. Retail electric gross margin (operating revenues less cost of energy) decreased by $466,000, to $92.7 million compared to $93.2 million in the same quarter last year. The decrease in revenues was the result of the transfer of a major customer from retail to wholesale status, partially offset by continued growth in residential and commercial sales. The company estimates underlying retail electric growth in the PNM service territory (normalized for weather) at about 2.0 percent for the quarter on an annual basis. Gas gross margin (operating revenues less cost of gas) increased $2.2 million, or 8.8 percent, in the most recent quarter compared to the second quarter 2002. The increase in gas gross margin was primarily due to cooler weather in April 2003 compared to the same month last year. Gross margin on wholesale electric sales improved by $22.3 million, from $10.4 million in the second quarter 2002 to $32.7 million in the second quarter of 2003. The improvement in margin was primarily due to the expansion of existing long-term wholesale contracts and the addition of new long-term contracts. ONE-TIME AND NON-RECURRING GAINS AND CHARGES There were no one-time gains or charges recorded in the second quarter 2003. PNM first quarter 2003 income included a non-cash gain (after tax) of $37.4 million or $0.95 per share, stemming from the initial adoption of Financial Accounting Standards Board (FASB) Statement No. 143, Accounting for Asset Retirement Obligations. In the same quarter, the company also recorded a one-time charge against earnings (after tax) of $10.1 million, or $0.26 per share, to reflect the write-off of regulatory assets. OTHER RECENT SIGNIFICANT DEVELOPMENTS AFFECTING PNM RESOURCES: o In June, PNM agreed to a negotiated settlement of the company's pending gas rate case. If approved by regulators, the agreement will increase PNM revenues by $22.0 million, with an assumed 10.25 percent return on equity in the PNM gas utility. o In May, PNM completed the sale of $182 million in tax-exempt bonds. The new bonds pay an initial annual interest rate of 2.75 percent, adjustable next year. Details of these announcements and other PNM Resources news are available at the company's website, pnm.com. 4 EXHIBIT 99.1 (Continued) EARNINGS GUIDANCE UNCHANGED FOR 2003 Based on results for the first six months and its financial and operating forecasts for the remainder of the year, PNM reaffirmed existing earnings guidance for 2003. The company expects 2003 ongoing earnings (not including one-time gains and charges) will be in the range of between $1.80 and $2.05 per diluted share. EARNINGS TELECONFERENCE SCHEDULED PNM Resources has scheduled a teleconference for 9:00 a.m. Eastern Time on Wednesday, July 30, to discuss Second Quarter 2003 earnings and other issues of interest to shareholders and investors. The public is invited to listen to the teleconference by calling 1- 973-694-6836 after 8:45 a.m. ET. A webcast of the presentation can be accessed through a link on the company's website at pnm.com. A Power Point presentation of charts that will accompany the teleconference is also available at the Web site. PNM Resources is an energy holding company based in Albuquerque, New Mexico. PNM, the principal subsidiary of PNM Resources, serves about 450,000 natural gas customers and 390,000 electric customers in New Mexico. The company also sells power on the wholesale market in the Western U.S. PNM Resources stock is traded primarily on the NYSE under the symbol PNM. For more information about our company, see our web site at www.pnm.com. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Statements made in this news release and documents we file with the SEC that relate to future events or our expectations, projections, estimates, intentions, goals, targets and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. You are cautioned that all forward-looking statements are based upon current expectations and estimates and we assume no obligation to update this information. Because actual results may differ materially from those expressed or implied by the forward-looking statements, PNM Resources cautions you not to place undue reliance on these statements. Many factors could cause actual results to differ, and will affect our future financial condition, cash flow and operating results. These factors include interest rates, weather, fuel costs, changes in supply and demand in the market for electric power, wholesale power prices, market liquidity, the competitive environment in the electric and natural gas industries, the performance of generating units and transmission system, state and federal regulatory and legislative decisions and actions, the outcome of legal proceedings and the performance of state, regional and national economies. For a detailed discussion of the important factors that affect PNM Resources and that could cause actual results to differ from those expressed or implied by our forward-looking statements, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our current and future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and our current and future Current Reports on Form 8-K, filed with the SEC. 5 EXHIBIT 99.1 (Continued) PNM RESOURCES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) Three Months Ended Six Months Ended June 30, June 30, ------------------------------- ------------------------------- 2003 2002 2003 2002 -------------- -------------- -------------- -------------- (In thousands, except per share amounts) Operating Revenues: Electric................................... $266,150 $206,136 $507,528 $397,920 Gas........................................ 74,009 43,968 220,262 153,169 Unregulated businesses..................... 52 85 112 917 -------------- -------------- -------------- -------------- Total operating revenues................. 340,211 250,189 727,902 552,006 -------------- -------------- -------------- -------------- Operating Expenses: Cost of energy sold........................ 175,335 108,382 401,269 251,987 Administrative and general................. 42,600 36,319 74,642 67,707 Energy production costs.................... 34,515 34,202 69,609 69,173 Depreciation and amortization.............. 28,850 25,217 57,224 49,996 Transmission and distribution costs........ 15,194 15,451 31,353 31,988 Taxes, other than income taxes............. 6,720 9,028 14,506 17,512 Income taxes............................... 7,083 2,141 15,959 11,507 -------------- -------------- -------------- -------------- Total operating expenses................. 310,297 230,740 664,562 499,870 -------------- -------------- -------------- -------------- Operating income......................... 29,914 19,449 63,340 52,136 -------------- -------------- -------------- -------------- Other Income and Deductions: Other income............................... 12,745 11,724 23,951 25,451 Other deductions........................... (4,020) (1,895) (21,932) (3,392) Income tax (expense) benefit............... (3,132) (3,432) (725) (8,274) -------------- -------------- -------------- -------------- Net other income and deductions.......... 5,593 6,397 1,294 13,785 -------------- -------------- -------------- -------------- Income before interest charges........... 35,507 25,846 64,634 65,921 Interest Charges............................. 17,764 14,689 35,997 29,815 -------------- -------------- -------------- -------------- Net Earnings from Operations................. 17,743 11,157 28,637 36,106 -------------- -------------- -------------- -------------- Cumulative Effect of a Change in Accounting Principle, Net of Tax..................... - - 37,422 - -------------- -------------- -------------- -------------- Net Earnings................................. 17,743 11,157 66,059 36,106 Preferred Stock Dividend Requirements........ 147 147 293 293 -------------- -------------- -------------- -------------- Net Earnings Applicable to Common Stock...... $ 17,596 $ 11,010 $ 65,766 $ 35,813 ============== ============== ============== ============== Net Earnings per Common Share: Basic...................................... $ 0.45 $ 0.28 $ 1.68 $ 0.92 ============== ============== ============== ============== Diluted.................................... $ 0.44 $ 0.28 $ 1.66 $ 0.90 ============== ============== ============== ============== Dividends Paid per Share of Common Stock..... $ 0.23 $ 0.22 $ 0.45 $ 0.42 ============== ============== ============== ============== 6 EXHIBIT 99.1 (Continued) PNM RESOURCES, INC. AND SUBSIDIARIES COMPARATIVE OPERATING STATISTICS The following tables show electric revenues by customer class and average customers: Electric Retail Revenues Three Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) Residential................ $46,871 $45,696 $1,175 Commercial................. 62,984 62,577 407 Industrial................. 16,351 20,792 (4,441) Other...................... 4,885 5,347 (462) ------------- ------------- -------------- $131,091 $134,412 $ (3,321) ============= ============= ============== Average customers.......... 394,679 383,589 11,090 ============= ============= ============== Six Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) Residential................ $97,834 $96,418 $1,416 Commercial................. 118,090 117,582 508 Industrial................. 35,102 40,420 (5,318) Other...................... 9,109 9,336 (227) ------------- ------------- -------------- $260,135 $263,756 $ (3,621) ============= ============= ============== Average customers.......... 393,635 382,625 11,010 ============= ============= ============== 7 EXHIBIT 99.1 (Continued) PNM RESOURCES, INC. AND SUBSIDIARIES COMPARATIVE OPERATING STATISTICS The following tables show electric sales by customer class: Electric Sales Three Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (Megawatt hours) Residential............... 547,145 534,417 12,728 Commercial................ 830,153 823,218 6,935 Industrial................ 325,243 405,571 (80,328) Other..................... 56,783 62,491 (5,708) ------------- ------------- -------------- 1,759,324 1,825,697 (66,373) ============= ============= ============== Six Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (Megawatt hours) Residential............... 1,139,280 1,123,413 15,867 Commercial................ 1,551,015 1,534,477 16,538 Industrial................ 696,878 797,917 (101,039) Other..................... 99,669 109,365 (9,696) ------------- ------------- -------------- 3,486,842 3,565,172 (78,330) ============= ============= ============== 8 EXHIBIT 99.1 (Continued) PNM RESOURCES, INC. AND SUBSIDIARIES COMPARATIVE OPERATING STATISTICS The following tables show gas revenues by customer and average customers: Gas Revenues Three Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) Residential............... $44,699 $25,612 $19,087 Commercial................ 15,142 8,191 6,951 Industrial................ 434 415 19 Transportation*........... 6,010 5,134 876 Other..................... 7,724 4,616 3,108 ------------- ------------- -------------- $74,009 $43,968 $30,041 ============= ============= ============== Average customers......... 451,079 443,514 7,565 ============= ============= ============== Six Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) Residential............... $142,673 $97,724 $44,949 Commercial................ 45,563 30,590 14,973 Industrial................ 1,465 1,064 401 Transportation*........... 9,755 8,745 1,010 Other..................... 20,806 15,046 5,760 ------------- ------------- -------------- $220,262 $153,169 $67,093 ============= ============= ============== Average customers......... 451,688 443,720 7,968 ============= ============= ============== *Customer-owned gas. 9 EXHIBIT 99.1 (Continued) PNM RESOURCES, INC. AND SUBSIDIARIES COMPARATIVE OPERATING STATISTICS The following tables show gas throughput by customer class: Gas Throughput Three Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (Thousands of decatherms) Residential............... 3,651 2,984 667 Commercial................ 1,641 1,594 47 Industrial................ 70 124 (54) Transportation*........... 16,455 14,076 2,379 Other..................... 1,026 1,114 (88) ------------- ------------- -------------- 22,843 19,892 2,951 ============= ============= ============== Six Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (Thousands of decatherms) Residential............... 15,857 16,500 (643) Commercial................ 5,975 6,564 (589) Industrial................ 256 296 (40) Transportation*........... 25,090 21,473 3,617 Other..................... 2,969 3,104 (135) ------------- ------------- -------------- 50,147 47,937 2,210 ============= ============= ============== *Customer-owned gas. Electric Transmission Revenues Three Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) External customers........ $ 2,317 $ 5,912 $(3,595) ============= ============= ============== Six Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) External customers........ $ 6,874 $ 11,810 $(4,936) ============= ============= ============== 10 EXHIBIT 99.1 (Continued) PNM RESOURCES, INC. AND SUBSIDIARIES COMPARATIVE OPERATING STATISTICS The following tables show revenues by customer class: Wholesale Revenues Three Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) Long-term contracts....... $33,607 $16,045 $17,562 Forward sales*............ 44,010 20,407 23,603 Short-term sales.......... 55,125 48,304 6,821 ------------- ------------- -------------- $132,742 $84,756 $47,986 ============= ============= ============== Six Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (In thousands) Long-term contracts....... $59,786 $33,060 $26,726 Forward sales*............ 66,948 38,150 28,798 Short-term sales.......... 113,785 86,576 27,209 ------------- ------------- -------------- $240,519 $157,786 $82,733 ============= ============= ============== *Includes mark-to-market gains/(losses). Note: For comparative purposes, wholesale revenues for the three months and six months ended June 30, 2002 have not been reclassified to a net margin basis in accordance with GAAP. The impact would be to reduce 2002 forward sales revenue by $18.9 million and $35.4 million, respectively. 11 EXHIBIT 99.1 (Continued) PNM RESOURCES, INC. AND SUBSIDIARIES COMPARATIVE OPERATING STATISTICS The following tables show sales by customer class: Wholesale Sales Three Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (Megawatt hours) Long-term contracts....... 560,672 227,000 333,672 Forward sales............. 955,180 396,884 558,296 Short-term sales.......... 1,352,006 1,771,569 (419,563) ------------- ------------- -------------- 2,867,858 2,395,453 472,405 ============= ============= ============== Six Months Ended June 30, 2003 2002 Variance ------------- ------------- -------------- (Megawatt hours) Long-term contracts....... 1,062,117 508,153 553,964 Forward sales............. 1,517,380 652,980 864,400 Short-term sales.......... 2,808,744 3,609,715 (800,971) ------------- ------------- -------------- 5,388,241 4,770,848 617,393 ============= ============= ============== 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PNM RESOURCES, INC. --------------------------------------------- (Registrant) Date: July 30, 2003 /s/ Robin A. Lumney --------------------------------------------- Robin A. Lumney Vice President, Controller and Chief Accounting Officer (Officer duly authorized to sign this report) 13