Current Report Filing (8-k)
12 7월 2019 - 7:44PM
Edgar (US Regulatory)
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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
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SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported)
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July 12, 2019
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(July 12, 2019)
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Commission
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Name of Registrants, State of Incorporation,
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I.R.S. Employer
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File Number
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Address Of Principal Executive Offices and Telephone Number
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Identification No.
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001-32462
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PNM Resources, Inc.
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85-0468296
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(A New Mexico Corporation)
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414 Silver Ave. SW
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Albuquerque, New Mexico 87102-3289
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(505) 241-2700
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001-06986
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Public Service Company of New Mexico
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85-0019030
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(A New Mexico Corporation)
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414 Silver Ave. SW
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Albuquerque, New Mexico 87102-3289
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(505) 241-2700
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002-97230
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Texas-New Mexico Power Company
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75-0204070
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(A Texas Corporation)
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577 N. Garden Ridge Blvd.
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Lewisville, Texas 75067
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(972) 420-4189
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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))
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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 July 12, 2019, PNM Resources, Inc., Public Service Company of New Mexico, and Texas-New Mexico Power Company (collectively, the “Company”) issued a press release announcing revised 2019 earnings guidance. The press release is furnished herewith as Exhibit 99.1 and the information with respect to the quarter ended June 30, 2019 is 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.
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. Ongoing earnings is a non-GAAP financial measure utilized by the Company that excludes 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 that are not indicative of fundamental changes in the earnings capacity of the Company's operations. While the Company believes these financial measures are appropriate and useful for investors, they are not measures presented in accordance with GAAP. The Company does not intend for these measures, or any piece of these measures, to represent any financial information presented in accordance with GAAP. Furthermore, the Company's calculations of these measures may or may not be comparable to similarly titled measures used by other companies. 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. 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.
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: July 12, 2019
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/s/ Joseph D. Tarry
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Joseph D. Tarry
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Vice President, Controller and Treasurer
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(Officer duly authorized to sign this report)
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Public Service Company o... (PK) (USOTC:PNMXO)
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Public Service Company o... (PK) (USOTC:PNMXO)
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