0000081023-01-500091.txt : 20011030 0000081023-01-500091.hdr.sgml : 20011030 ACCESSION NUMBER: 0000081023-01-500091 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011025 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20011025 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: 1934 Act SEC FILE NUMBER: 001-06986 FILM NUMBER: 1765731 BUSINESS ADDRESS: STREET 1: ALVARADO SQUARE, MS2706 CITY: ALBUQUERQUE STATE: NM ZIP: 87158 BUSINESS PHONE: 5058482700 8-K 1 f8k_10252001.txt TEXT TO 10-25-2001 FILING 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) October 25, 2001 ----------------- (October 24, 2001) ----------------- PUBLIC SERVICE COMPANY OF NEW MEXICO ------------------------------------ (Exact name of registrant as specified in its charter) New Mexico Commission 85-0019030 ---------------------------- ----------------------- (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 September 30, 2001 Earnings Announcement and Consolidated Statements of Earnings - Three, Nine and Twelve Months Ended September 30, 2001. 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 September 30, 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 October 25, 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: October 25, 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 3 exhibit_991.txt EXHIBIT 99.1 Exhibit 99.1 PNM Reports 2001 Third Quarter Earnings of $32.8 Million ALBUQUERQUE, N.M. October 24, 2001 - PNM, Public Service Company of New Mexico (NYSE:PNM) today reported net earnings for the three months ended September 30, 2001, of $32.8 million, or $0.82 per share of common stock (diluted). In the comparable three months in the preceding year, PNM earnings were $46.9 million, or $1.18 per diluted share. Ongoing earnings for the quarter were $0.96 per share. Expenses related to PNM's transaction with Western Resources and the write-off of an investment in a technology company reduced earnings by $0.14 per share during the third quarter 2001. One-time gains and charges recorded during the third quarter of 2000 added a net of 17 cents per share to earnings. Before those special items, ongoing earnings for the third quarter 2000 were $1.01 per share. Total operating revenues for the quarter were up nearly 25 percent, to $621.9 million, compared to the same quarter last year. Higher purchased power expenses and increased operating expenses compared to the same period last year offset the increase in operating revenue. Operating income of $47.4 million was unchanged from the comparable three months in 2000. PNM net earnings for the nine months ended September 30, 2001, totaled $145.9 million, or $3.66 per diluted share, on operating revenues of $2.02 billion. In the first nine months of last year, PNM net earnings totaled $86.9 million, or $2.17 per diluted share, on total operating revenues of $1.15 billion. "PNM continues on track for a record year in revenues and earnings," said PNM Chairman, President and Chief Executive Officer Jeff Sterba. "Our electric revenues are up more than 80 percent so far this year compared to last year, and net earnings for the first nine months of the year were 68 percent higher than the same period last year." Electric Sales and Revenues PNM wholesale power revenues totaled $428.5 million in the third quarter, a 45.7 percent increase over the $294.1 million in wholesale revenues reported for the comparable period in 2000. Wholesale power sales totaled 3.5 million megawatt-hours (MWh), compared to wholesale sales of 3.3 million MWh in the third quarter of 2000. Total retail electric sales increased 2.4 percent during the third quarter, to 2 million MWh. Retail electric revenues totaled $153.7 million, compared to $150.1 million in the same period last year. Electric gross margin (operating revenues less fuel and purchased power expenses) was $166.4 million in the third quarter 2001, compared to $158.4 million in the third quarter 2000. Summer temperatures in New Mexico were warmer than average in 2001, but cooler than during the same months last year. Cooling degree days (a measure of the variation in daily mean temperature above 65 degrees Fahrenheit) in the most recent quarter totaled approximately 7.6 percent less than during the comparable three months in 2000. The company estimates that weather-adjusted retail electric sales in the third quarter grew at an average annual rate of 2.5 to 3.0 percent. 5 Exhibit 99.1 (continued) "With this strong third quarter, it's clear that PNM will post record-setting earnings this year," Sterba said. "We estimate the company's ongoing earnings will be about $4.50 for 2001. Lower expected wholesale prices next year will reduce ongoing earnings to the range of between $3.00 and $3.50 a share in 2002. The lower end of that range is likely if a slowdown in the economy continues through next year and forward power prices remain at current levels." 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. 6 Exhibit 99.1 (continued) PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
Three Months Ended Nine Months Ended Twelve Months Ended September 30 September 30 September 30 ----------------------- ------------------------ ------------------------ 2001 2000 2001 2000 2001 2000 ----------- ----------- ------------ ----------- ------------ ----------- Operating Revenues: Electric................................... $ 582,066 $ 444,101 $1,704,390 $ 943,681 $2,049,900 $1,158,585 Gas........................................ 39,649 55,133 318,670 204,193 434,401 269,472 Unregulated................................ 180 243 1,456 1,935 1,680 4,502 ----------- ----------- ------------ ----------- ------------ ----------- Total operating revenues................. 621,895 499,477 2,024,516 1,149,809 2,485,981 1,432,559 ----------- ----------- ------------ ----------- ------------ ----------- Operating Expenses: Cost of energy sold........................ 429,965 316,519 1,360,904 664,636 1,646,149 797,495 Operation and maintenance costs............ 93,867 84,317 275,382 251,699 371,174 344,860 Depreciation and amortization.............. 24,194 23,022 72,343 69,664 95,738 92,586 Taxes, other than income taxes............. 6,380 9,103 21,436 25,234 30,607 31,497 Income taxes, net 20,067 19,064 89,182 32,523 110,623 34,579 ----------- ----------- ------------ ----------- ------------ ----------- Total operating expenses................. 574,473 452,025 1,819,247 1,043,756 2,254,291 1,301,017 ----------- ----------- ------------ ----------- ------------ ----------- Operating income......................... 47,422 47,452 205,269 106,053 231,690 131,542 ----------- ----------- ------------ ----------- ------------ ----------- Other Income and Deductions, Net of Tax...... 1,033 15,569 (10,921) 29,827 (6,834) 39,162 ----------- ----------- ------------ ----------- ------------ ----------- Income before interest charges........... 48,455 63,021 194,348 135,880 224,856 170,704 Net Interest Charges......................... 15,680 16,108 48,424 49,029 64,837 66,942 ----------- ----------- ------------ ----------- ------------ ----------- Net Earnings................................. 32,775 46,913 145,924 86,851 160,019 103,762 Preferred Stock Dividend Requirements........ 147 147 440 440 586 586 ----------- ----------- ------------ ----------- ------------ ----------- Net Earnings Applicable to Common Stock...... $ 32,628 $ 46,766 $145,484 $ 86,411 $159,433 $103,176 =========== =========== ============ =========== ============ =========== Earnings Per Share of Common Stock (Basic) $ 0.83 $ 1.19 $ 3.72 $ 2.18 $ 4.08 $ 2.59 =========== =========== ============ =========== ============ =========== Average Shares Outstanding (Basic)........... 39,118 39,363 39,118 39,623 39,109 39,912 =========== =========== ============ =========== ============ =========== Earnings Per Share of Common Stock (Diluted) $ 0.82 $ 1.18 $ 3.66 $ 2.17 $ 4.01 $ 2.58 =========== =========== ============ =========== ============ =========== Average Shares Outstanding (Diluted)......... 39,748 39,651 39,771 39,749 39,728 40,016 =========== =========== ============ =========== ============ =========== Dividends Paid Per Share of Common Stock..... $ 0.20 $ 0.20 $ 0.60 $ 0.60 $ 0.80 $ 0.80 =========== =========== ============ =========== ============ ===========
7 EX-99 4 exhibit_992.txt EXHIBIT 99.2 Exhibit 99.2 PUBLIC SERVICE COMPANY OF NEW MEXICO AND SUBSIDIARIES Other Financial Information 1. 2001 vs. 2000 Third Quarter Earnings Three Months Ended September 30 ----------------------------- 2001 2000 ----------- ----------- Net Earnings per common share (diluted) $ 0.82 $ 1.18 Special items............................... 0.06 (0.21) Western Resources Acquisition Costs......... 0.08 0.04 Net Earnings before special items ----------- ----------- per common share (diluted)................ $ 0.96 $ 1.01 =========== =========== 2. Itemization of Third Quarter 2001 Non-Recurring Items Pre-tax Net Earnings per common share (diluted) $ 0.82 Write-off of investment in energy-related technology company........ 0.06 $ 4,171 Other Income Western Resources Acquisition Costs........ 0.08 $ 3,397 Other Income Net Earnings before special items ----------- per common share (diluted)............... $ 0.96 =========== 3. Year-to-date and Twelve Months-to-date Earnings Nine Months Twelve Months Ended Ended 9/30/01 9/30/01 Net Earnings per common share (diluted) $ 3.66 $ 4.01 Special items*............................... 0.47 0.64 Western Resources Acquisition costs.......... 0.18 0.25 Net Earnings before special items ---------- ----------- per common share (diluted)................. $ 4.31 $ 4.90 ========== =========== -------------------------------------------------------------------------- 2001 Earnings Estimate Range $4.50+ *Included in the special items are prior write-offs for investments in energy-related technology companies of $0.13 in the first quarter 2001, $0.01 in the second quarter 2001 and $0.06 in the third quarter 2001. 8 Exhibit 99.2 (Continued) 4. Issues Update Issue Status Formation of PNM will form its holding co., PNM Resources, Inc., Holding Co. by Dec. 1, 2001. At the same time, the company has asked the New Mexico Supreme Court to review certain conditions imposed by the PRC in the order approving the holding company. Acquisition of The company has asked a New York court to resolve its Western Resources disagreement with WR regarding the pending acquisition of WR's electric utilities. No timeline has been set. New Long-term PNM is building a 135 MW gas-fired CT plant that will be Power contract operational by the fall of 2002, to help serve the load of the new long-term with Texas-New Mexico Power. The company plans to expand the plant to 220 MW in late 2003. Generating The company's generating plants have been operating at above Resources 84% capacity factor in 2001. Even in the event of unplanned outages, PNM is well-positioned to meet its requirements for power. 9