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) February 23, 2004
--------------------------
(February 17, 2004)
--------------------------
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 February 17, 2004, PNM Resources, Inc. (the "Company") issued a press
release announcing that the Board of Directors of PNM Resources approved a 4.3
percent increase in the common stock dividend for an indicated annual rate of
$0.96 per share.
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 instruction 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 February 17, 2004 announcing PNM Resources,
Inc. raises dividend 4.3 percent.
2
EXHIBIT 99.1
PNM Resources Raises Dividend 4.3 Percent
ALBUQUERQUE, N.M., February 17, 2004 - The Board of Directors of PNM Resources
(NYSE:PNM) today approved a 4.3 percent increase in the common stock dividend
for an indicated annual rate of $0.96 per share.
The increase raises the next quarterly dividend to $0.24 per share, payable May
14, 2004, to PNM Resources shareholders of record as of May 3, 2004.
"A sustainable dividend is a key component of the value our company provides
shareholders," said PNM Resources Chairman, President and Chief Executive
Officer Jeff Sterba. "Based on last year's higher earnings and improved cash
flow, the Board has determined a higher dividend is appropriate in 2004."
Earlier this month, PNM Resources reported 2003 net income of $95.2 million, or
$2.37 per diluted share, on revenues of $1.5 billion. At the end of 2003, the
company had retained earnings of about $503 million.
The company estimates ongoing earnings (not including one-time gains or charges)
for 2004 will range between $1.90 and $2.15 per share. For further information
about PNM earnings guidance for 2004, see the PNM Resources investor news at
pnm.com/invest/news/2004/0115_guidance.htm
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 filing and documents the Company files with the SEC that
relate to future events or the Company 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, the Company cautions you not to place undue reliance on these
statements. Many factors could cause actual results to differ, and will affect
the Company's 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 the Company 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 the Company's current and
future Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and the
Company's current and future Current Reports on Form 8-K, filed with the SEC.
3
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
PNM RESOURCES, INC. AND
PUBLIC SERVICE COMPANY OF NEW MEXICO
---------------------------------------------
(Registrants)
Date: February 23, 2004 /s/ Tom G. Sategna
---------------------------------------------
Tom G. Sategna
Vice President and Corporate Controller
(Officer duly authorized to sign this report)
4