UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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FORM 8-K |
| CURRENT REPORT |
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| PURSUANT TO SECTION 13 OR 15(d) OF THE |
| SECURITIES EXCHANGE ACT OF 1934 |
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| Date of Report (Date of earliest event reported) | November 1, 2007_ | |
| | (November 1, 2007) | |
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Commission | | Name of Registrants, State of Incorporation, | | I.R.S. Employer |
File Number | | Address and Telephone Number | | Identification No. |
| | | | | |
| 001-32462 | | PNM Resources, Inc. | | 85-0468296 |
| | | (A New Mexico Corporation) | | |
| | | Alvarado Square | | |
| | | Albuquerque, New Mexico 87158 | | |
| | | (505) 241-2700 | | |
| | | | | |
| 001-06986 | | Public Service Company of New Mexico | | 85-0019030 |
| | | (A New Mexico Corporation) | | |
| | | Alvarado Square | | |
| | | Albuquerque, New Mexico 87158 | | |
| | | (505) 241-2700 | | |
| | | | | |
| 002-97230 | | Texas-New Mexico Power Company | | 75-0204070 |
| | | (A Texas Corporation) | | |
| | | 4100 International Plaza, | | |
| | | P.O. Box 2943 | | |
| | | Fort Worth, Texas 76113 | | |
| | | (817) 731-0099 | | |
| ______________________________ |
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| (Former name, former address and former fiscal year, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
| | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c) |
Item 2.02 Results of Operations and Financial Condition.
On November 1, 2007, PNM Resources, Inc. (the “Company”) issued a press release announcing its preliminary unaudited results of operations for the nine months ended September 30, 2007. 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-Generally Accepted Accounting Principles ("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 or unusual income tax settlements, accounting or regulatory changes, the restructuring of selected operations, certain merger activities, and other similar events. In addition, these non-GAAP financial measures exclude net unrealized mark-to-market gains and losses on economic hedges. 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 measures is largely 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 with respect to prior periods.
Beginning with this quarter, management has determined to exclude from ongoing earnings the net unrealized mark-to-market gains and losses on economic hedges that are included in GAAP earnings. Management believes that the change is justified since a large portion of the Company's economic hedging activity will settle during 2008 and beyond, so that inclusion in ongoing earnings is not reflective of the current operations of the Company’s operating segments.
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.
The Company uses ongoing earnings guidance to provide investors with management’s expectations of ongoing financial performance over the period presented. While the Company believes ongoing earnings guidance is an appropriate measure, it is not a measure presented in accordance with GAAP. The Company does not intend for ongoing earnings guidance to represent an expectation of net earnings as defined by GAAP. Management is generally not able to estimate the impact of the reconciling items between ongoing earnings guidance and forecasted GAAP earnings, nor their probable impact on GAAP earnings; therefore, management is generally not able to provide a corresponding GAAP equivalent for earnings guidance. Reconciling items may include the cumulative effect of changes in accounting principles or estimates, and/or revenues and expenses resulting from transactions that do not occur in the normal course of the Company’s business operations. Reconciling items may also include net unrealized mark-to-market gains and losses on economic hedges, as discussed above.
Limitation on Incorporation by Reference
In accordance with general instruction B.2 of Form 8-K, the information in this report, including exhibits, is furnished pursuant to Item 2.02 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit Number Description
| 99.1 | Press Release dated November 1, 2007, and PNM Resources, Inc. and Subsidiaries Preliminary Unaudited Condensed Consolidated Statements of Earnings for the nine months ended September 30, 2007 and 2006, and other preliminary financial information. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
| | PNM RESOURCES, INC. |
| | PUBLIC SERVICE COMPANY OF NEW MEXICO |
| | TEXAS-NEW MEXICO POWER COMPANY |
| | (Registrants) |
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| Date: November 1, 2007 | /s/ Thomas G. Sategna |
| | Thomas G. Sategna |
| | Vice President and Corporate Controller |
| | (Officer duly authorized to sign this report) |
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