Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest events reported) November 3, 2003 -------------------------- (October 30, 2003) -------------------------- 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 October 31, 2003, PNM Resources, Inc. (the "Company") filed a current report on Form 8-K related to its press release issued on October 30, 2003 which reported the Company's unaudited results of operations for the three and nine months ended September 30, 2003. A copy of the Company's press release was attached as Exhibit 99.1 to that Form 8-K. That press release contained a miscalculation of twelve-month ongoing earnings per share. The purpose of this amended report on Form 8-K is to correct the twelve-month ongoing earnings per share calculation. A corrected table of the Company's twelve-month ongoing earnings per share calculation for periods ended September 30, 2003 and 2002, is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. 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 Amended reconciliation of GAAP earnings per share to ongoing earnings per share for the twelve-months ended September 30, 2003 and 2002. 2 EXHIBIT 99.1 Reconciliation of GAAP Earnings Per Share to Ongoing Earnings Per Share Twelve Months 9/30/03 9/30/02 ---------- ---------- GAAP Reported EPS $2.33 $1.46 One-time charges, net 0.56 0.40 Change in Accounting (0.94) -- ---------- ---------- Ongoing earnings $1.95 $1.86 Average diluted shares (000s) 39,795 39,502 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 --------------------------------------------- (Registrant) Date: November 3, 2003 /s/ Robin A. Lumney --------------------------------------------- Robin A. Lumney Vice President, Controller and Chief Accounting Officer (Officer duly authorized to sign this report) 4