-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HlBQI7rIlNsXe7I2OxT2xoAImmRRLUlu8UHuCWqb0gS/FaLgO6qH8TSKMjFaCkc3 ks3wTj7gMgLDiBs+qUJ7qw== 0000081023-01-000019.txt : 20010420 0000081023-01-000019.hdr.sgml : 20010420 ACCESSION NUMBER: 0000081023-01-000019 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010418 ITEM INFORMATION: FILED AS OF DATE: 20010418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE CO OF NEW MEXICO CENTRAL INDEX KEY: 0000081023 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 850019030 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06986 FILM NUMBER: 1605877 BUSINESS ADDRESS: STREET 1: ALVARADO SQUARE, MS2706 CITY: ALBUQUERQUE STATE: NM ZIP: 87158 BUSINESS PHONE: 5058482700 8-K 1 0001.txt FINANCIAL INFORMATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF 1934 Date of Report (Date of earliest events reported) April 18, 2001 --------------------- April 18, 2001 --------------------- PUBLIC SERVICE COMPANY OF NEW MEXICO (Exact name of registrant as specified in its charter) New Mexico 85-0019030 --------------------------- Commission ---------------------- (State or Other Jurisdiction File Number 1-6986 (I.R.S. Employer of Incorporation) ------ Identification) Number) Alvarado Square, Albuquerque, New Mexico 87158 ---------------------------------------- ----- (Address of principal executive offices) (Zip Code) (505) 241-2700 -------------- (Registrant's telephone number, including area code) ------------------------------ (Former name, former address and former fiscal year, if changed since last report) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Quarter Ended March 31, 2001 Earnings Announcement and Consolidated Statements of Earnings - Three and Twelve Months Ended March 31, 2001 and 2000 99.2 Other Select Financial Information Item 9. Regulation FD Disclosure The Company is filing as exhibits to this Form 8-K its (1) Quarter Ended March 31, 2001 Earnings Announcement and Consolidated Statements of Earnings and (2) other select financial information which will be posted on the Company's web site on April 19, 2001. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Statements made in this filing that relate to future events are made pursuant to the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based upon current expectations and the company assumes no obligation to update this information. Because actual results may differ materially from expectations, the company cautions readers not to place undue reliance on these statements. A number of factors, including weather, fuel costs, changes in supply and demand in the market for electric power, the performance of generating units and transmission system, and state and federal regulatory and legislative decisions and actions, including rulings issued by the New Mexico Public Regulation Commission pursuant to the Electric Utility Industry Restructuring Act of 1999 (as amended), and in other cases now pending or which may be brought before the commission, could cause future events to differ from those forecast in this press release. For a detailed discussion of the important factors affecting PNM, please see "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Form 10-K for the year ended December 31, 2000, and Form 8-K filings with the Securities and Exchange Commission. Additional Information In connection with the proposed transaction with Western Resources, PNM and Western Resources will file a joint proxy statement / prospectus with the Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE JOINT PROXY STATEMENT / PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the joint proxy statement / prospectus (when available) and other documents filed by PNM and Western Resources with the SEC at the SEC's web site at http://www.sec.gov. Free copies of the joint proxy statement / prospectus, when available, and each company's other filings with the SEC may also be obtained from the respective companies. Free copies of PNM's filings may be obtained by directing a request to PNM, Alvarado Square, Albuquerque, New Mexico. 2 Participants in Solicitation PNM, Western Resources and certain of their respective directors, executive officers and other members of their management and employees, each of whom may be considered participants in this transaction under applicable securities laws, may be soliciting proxies from their respective stockholders in favor of the transaction. Information concerning PNM's directors and executive officers participating in the solicitation is set forth or will be incorporated in PNM's Annual Report on Form 10-K filed with the SEC on February 22, 2001, and information concerning Western Resources' directors and executive officers participating in the solicitation is set forth in or will be incorporated in Western Resources' Annual Report on Form 10-K filed with the SEC on April 2, 2001. Certain directors and executive officers of PNM and Western Resources may have direct or indirect interests in the transaction due to securities holdings, vesting of options, and rights to severance payments if their employment is terminated following the transaction. In addition, directors and officers, after the transaction, will be indemnified by PNM and Western Resources, and benefit from insurance coverage for liabilities that may arise from their service as directors and officers of PNM or Western Resources prior to the transaction. Additional information regarding PNM's and Western Resources' respective participants in the solicitation will be contained in the joint proxy statement/prospectus. 3 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. PUBLIC SERVICE COMPANY OF NEW MEXICO (Registrant) Date: April 18, 2001 /s/ John R. Loyack ------------------------------------ John R. Loyack Vice President, Corporate Controller and Chief Accounting Officer (Officer duly authorized to sign this report) 4 EX-99 2 0002.txt EXHIBIT 99.1 Exhibit 99.1 PNM Reports 2001 First Quarter Earnings ALBUQUERQUE, N.M. April 18, 2001 - PNM, Public Service Company of New Mexico (NYSE:PNM), today reported net earnings for the quarter ended March 31, 2001, of $63.6 million, or $1.60 per share of common stock (diluted), on total operating revenues of $736.5 million, compared to net earnings of $22.0 million, or $0.55 per share of common stock (diluted) on total operating revenues of $321.3 million in the first quarter of the previous year. Charges related to the proposed Western Resources acquisition recorded during the first quarter 2001 reduced net earnings for the period by $0.05 per diluted share. PNM net earnings before those charges were $1.65 per diluted share. There were no similar items recorded during the comparable quarter of 2000. The increase in net income for the latest quarter compared to the first quarter of the preceding year was largely due to increased revenues from PNM wholesale power marketing. Wholesale power revenues for the latest quarter totaled $410.7 million, a 310 percent increase over the $100.3 million reported in the comparable period last year. The increase in revenues was primarily due to higher wholesale power prices prevailing in the western U.S. during the first three months of 2001 compared to the same period last year. Retail electric revenues totaled approximately $126.2 million for the quarter, an increase of 4.0 percent over the comparable period in 2000. The increase was primarily due to the effect of weather and to continued growth in the PNM retail electric sales territory. Temperatures in New Mexico were significantly colder during the first quarter of 2001 compared to the same three-month period in 2000. Heating degree days (a measure of the variation in daily mean temperature below 65 degrees Fahrenheit) totaled 2,089 in Albuquerque during the first three months of 2001, approximately 14 percent more than recorded during the comparable months in 2000. Gross margin (operating revenues less fuel and purchased power expenses) was $239.4 million in the latest quarter, an increase of 56.1 percent over the same period last year. The increase in gross margin was primarily due to increased margins in the wholesale power market. Based on its current assessment of price volatility and credit issues in the wholesale power market, the company provided an additional allowance against revenues of $13.2 million during the first quarter. Non-fuel operations and maintenance expenses for the first quarter 2001 increased 8.3 percent compared to the same period last year, primarily as a result of a $4.7 million increase in pension and benefits expense. Other income was reduced $4.9 million compared to the same period last year, primarily due to valuation allowances related to investments in two energy-related technology companies. PNM management now expects full year 2001 earnings to be significantly higher than the company's previous forecast of $2.60 to $2.70 per share. Because of continuing volatility in the wholesale power market, the company is not providing specific earnings guidance for the year. The company believes its sustainable earnings level is now in the range of $3.50 per share and growing. However, the currently high wholesale prices have the potential to raise earnings substantially above that level in the near term. 5 Exhibit 99.1 (Continued) PNM is a combined electric and gas utility serving approximately 1.3 million people in New Mexico. The company also sells power on the wholesale market in the Western U.S. PNM stock is traded primarily on the NYSE under the symbol PNM. PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
Three Months Ended Twelve Months Ended March 31 March 31 2001 2000 2001 2000 ------------- ------------- ------------- ------------- (In thousands except per share amounts) Operating Revenues: Utility....................................... $ 326,459 $ 220,643 $ 965,204 $ 780,929 Generation and Trading........................ 491,165 176,298 1,390,045 736,826 Unregulated businesses........................ - 349 1,809 5,692 Intersegment eliminations..................... (81,094) (75,999) (330,546) (317,431) ------------- ------------- ------------- ------------- Total operating revenues.................... 736,530 321,291 2,026,512 1,206,016 ------------- ------------- ------------- ------------- Operating Expenses: Cost of energy sold........................... 497,098 167,723 1,279,255 589,266 Operation and maintenance costs............... 89,790 83,118 354,163 351,499 Depreciation and amortization................. 24,219 24,010 93,268 93,589 Taxes, other than income taxes................ 7,217 7,666 33,956 32,429 Income taxes, net............................. 40,906 7,827 87,043 23,274 ------------- ------------- ------------- ------------- Total operating expenses.................... 659,230 290,344 1,847,685 1,090,057 ------------- ------------- ------------- ------------- Operating income............................ 77,300 30,947 178,827 115,959 ------------- ------------- ------------- ------------- Other Income and Deductions, Net of Tax 2,634 7,505 29,043 31,608 ------------- ------------- ------------- ------------- Income before interest charges.............. 79,934 38,452 207,870 147,567 Net Interest Charges............................ 16,382 16,500 65,324 69,130 ------------- ------------- ------------- ------------- Net Earnings.................................... 63,552 21,952 142,546 78,437 Preferred Stock Dividend Requirements........... 146 146 586 586 ------------- ------------- ------------- ------------- Net Earnings Applicable to Common Stock......... $ 63,406 $ 21,806 $ 141,960 $ 77,851 ============= ============= ============= ============= ============= ============= ============= ============= Earnings Per Share of Common Stock (Basic)...... $ 1.62 $ 0.55 $ 3.61 $ 1.92 ============= ============= ============= ============= ============= ============= ============= ============= Average Shares Outstanding (Basic).............. 39,118 39,973 39,275 40,594 ============= ============= ============= ============= Earnings Per Share of Common Stock (Diluted).... $ 1.60 $ 0.55 $ 3.58 $ 1.91 ============= ============= ============= ============= Average Shares Outstanding (Diluted)............ 39,599 40,001 39,611 40,655 ============= ============= ============= ============= Dividends Paid Per Share of Common Stock........ $ 0.20 $ 0.20 $ 0.80 $ 0.80 ============= ============= ============= =============
6 EX-99 3 0003.txt EXHIBIT 99.2 Exhibit 99.2 1. 2001 vs. 2000 First Quarter Earnings Three Months Three Months Ended 3/31/01 Ended 3/31/00 Reported Earnings (diluted)........... $ 1.60 $ 0.55 Western Resources Acquisition costs..................... 0.05 0.00 ---------- ---------- Ongoing Earnings...................... $ 1.65 $ 0.55 ========== ========== 2. Electric Sales and Revenues Three Months Three Months MWh Sales Ended 3/31/01 Ended 3/31/00 % Change Retail.......................... 1,718,565 1,655,150 4% Wholesale....................... 3,158,131 3,363,587 6)% ------------- -------------- --------- Total Sales..................... 4,876,696 5,018,737 (3)% ============= ============== ========= Revenues (In Thousands) Retail.......................... $126,217 $121,386 4% Wholesale....................... 410,661 100,257 310% Other........................... 7,716 4,754 62% ------------- -------------- --------- Total Revenues.................. $544,594 $226,397 141% ============= ============== ========= 3. Key Dates May 1-3 PNM Management to visit East Coast. May 6-8 AGA Conference in Orlando, FL. May 23-25 EEI Financial Conference in New York. July 1 Required approval date for new holding company, PNM Resources, Inc. July 3 PNM Annual Shareholder Meeting. July 25 KCC issues final order on KGE/KPL rate cases. 7 4. Issues Update Issue Status Restructuring in Legislation passed this year delays open access New Mexico and corporate separation until 2007. The bill requires approval of a holding company and allows PNM to invest in or build non-regulated generation. Expedited A second bill passed in this year's legislature limits Approvals of the NMPRC to 6 months to approve siting of major New Generation generation resources and transmission lines in New Mexico. Amendment to The PNM board of directors made changes to PNM's NM Business corporate bylaws and the articles of incorporation of Corporation Act the new holding company that reduce the necessary by State standard for shareholder approval of mergers, Legislature acquisitions, share exchanges and certain other transactions from a two-thirds "super majority" to a simple majority of outstanding shares. PNM shareholders will be asked to ratify the changes to the holding company articles at its July 3 annual meeting. Credit Quality PNM continues to sell power to as many as 180 Update approved wholesale customers. These parties all have credit limits which are designed to protect the company. 8 -----END PRIVACY-ENHANCED MESSAGE-----