0001108426false00011084262020-10-302020-10-300001108426pnm:PublicServiceCompanyOfNewMexicoMember2020-10-302020-10-300001108426pnm:TexasNewMexicoPowerCompanyMember2020-10-302020-10-30
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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM |
8-K |
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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) |
October 30, 2020 |
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(October 30, 2020) |
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Name of Registrant,
State of Incorporation,
Address Of Principal Executive Offices,
Telephone Number,
Commission File No.,
IRS Employer Identification No.
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PNM Resources, Inc.
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone Number - (505) 241-2700
Commission File No. - 001-32462
IRS Employer Identification No. - 85-0468296
Public Service Company of New Mexico
(A New Mexico Corporation)
414 Silver Ave. SW
Albuquerque, New Mexico 87102-3289
Telephone Number - (505) 241-2700
Commission File No. - 001-06986
IRS Employer Identification No. - 85-0019030
Texas-New Mexico Power Company
(A Texas Corporation)
577 N. Garden Ridge Blvd.
Lewisville, Texas 75067
Telephone Number - (972) 420-4189
Commission File No. - 002-97230
IRS Employer Identification No. - 75-0204070
____________________________________________________________________________________________________________
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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 40.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4 (c) under
the Exchange Act (17 CFR 40.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the
Act:
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Registrant
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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PNM Resources, Inc.
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Common Stock, no par value
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PNM
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter). Emerging growth
company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 2.02 Results of
Operations and Financial Condition.
On October 30, 2020, PNM Resources, Inc., Public Service Company of
New Mexico, and Texas-New Mexico Power Company (collectively, the
“Company”) issued a press release announcing results of operations
for the three and nine months ended September 30, 2020. 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 financial measures that are not determined
in accordance with generally accepted accounting principles in the
United States of America ("GAAP"). 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, on an ongoing basis, of revenues, operating
expenses, operating income, other income and deductions, earnings,
and earnings per share. The Company uses ongoing earnings and
ongoing earnings per diluted share (or ongoing diluted earnings per
share) to evaluate the operations of the Company and to establish
goals, including those used for certain aspects of incentive
compensation, for management and employees. Certain non-GAAP
financial measures utilized by the Company exclude the impact of
net unrealized mark-to-market gains and losses on economic hedges,
the net change in unrealized gains and losses on investment
securities, pension expense related to previously disposed of gas
distribution business, and certain non-recurring, infrequent, and
other items. The Company's management believes that 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.
The non-GAAP financial measures used by the Company should not be
considered in isolation from 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. Since the future differences between
GAAP and ongoing earnings are frequently outside the control of the
Company, management is generally not able to estimate the impact of
the reconciling items between forecasted GAAP earnings and ongoing
earnings guidance, nor their probable impact on GAAP earnings
without unreasonable effort; therefore, management is generally not
able to provide a corresponding GAAP equivalent for forecasted
ongoing earnings guidance. Reconciling items may include revenues
and expenses resulting from transactions that do not occur in the
normal course of the Company's business operations, as well as net
unrealized mark-to-market gains and losses on economic hedges, the
net change in unrealized gains and losses on investment securities,
and pension expense related to previously disposed of gas
distribution business 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.
(d) Exhibits:
Exhibit Number Description
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.
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PNM RESOURCES, INC. |
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PUBLIC SERVICE COMPANY OF NEW MEXICO |
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TEXAS-NEW MEXICO POWER COMPANY |
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(Registrants) |
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Date: October 30, 2020 |
/s/ Henry E. Monroy |
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Henry E. Monroy |
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Vice President and Corporate Controller |
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(Officer duly authorized to sign this report) |
