SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
October 23, 2003
TM GROUP HOLDINGS PLC
(Registrant’s name)
TM House
Ashwells Road, Brentwood,
Essex, CM15 9ST
England
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: October 23, 2003 | | | | TM GROUP HOLDINGS PLC |
| | | | |
| | | | | | | By: | | /s/ Russell Cox |
| | | | | | | |
|
| | | | | | | | | Russell Cox Finance Director |
Exhibit Index
The following documents (bearing the exhibit number listed below) are furnished herewith and are made a part of this Report pursuant to the General Instructions for Form 6-K:
Exhibit
| | Description
| | Sequential Page
No.
|
| | | Press Announcement re: Results (Unaudited) of the Third Quarter ended August 30, 2003 dated October 23, 2003 | | 4 |
PRESS ANNOUNCEMENT
TM GROUP HOLDINGS PLC
RESULTS (UNAUDITED) OF THE THIRD QUARTER
ENDED 30 AUGUST 2003
TM Group Holdings PLC today announced results for the third quarter ended 30 August 2003.
Financial highlights (UK GAAP):
| | | 13 weeks ended
| | 39 weeks ended
|
| | | 30.08.03
| | 24.08.02
| | 30.08.03
| | 24.08.02
|
| | | £ millions |
Turnover | | 159.9 | | 161.9 | | 478.3 | | 495.6 |
Operating profit | | 5.7 | | 4.4 | | 14.9 | | 13.7 |
PBIT | | 6.5 | | 6.6 | | 17.1 | | 16.6 |
EBITDA | | 9.1 | | 9.3 | | 25.0 | | 24.5 |
Turnover at £159.9m was slightly lower than prior year. Same store takings before lottery were strong in the quarter during a good summer trading period. This effect was offset by a slightly lower store base and the continued migration of phone top-up transactions to the electronic form.
PBIT at £6.5m was close to prior year. Profit on asset disposals was £1.5m lower, and last year included a restructuring charge of £0.8m.
Underlying operating profit before restructuring costs was ahead of prior year by £0.6m.
TM Retail
Turnover at £159.9m for the 13 weeks to 30 August 2003 was £2.0m lower than prior year. The development of electronic top-up for mobile phones and its replacement of the pre-existing voucher product continues to distort turnover comparisons.
Turnover excluding all phone top-up products was slightly ahead of last year for the quarter. Cash takings for all phone top-up products was also ahead.
Operating profit for the quarter before restructuring costs, group central overheads and profit on asset disposals was £0.4m higher than prior year at £6.4m.
Same store takings before lottery were 2.7% ahead of last year. This measure was stronger in convenience stores at 4.5% ahead and was an improvement over the second quarter. The weighted average store base for the quarter was 1.9% lower than last year.
The underlying sales performance continued to develop positively with good summer weather contributing. Minerals and grocery continued to grow, and news performance was also positive in the quarter. Tobacco declines remained at a similar level to Quarter 2 but with total margins ahead of prior year.
Overall trading margins were strongly ahead with minerals, tobacco and grocery contributing positively. Branch costs and overheads were better than expectations.
Notably, the combination of strong trading and controlled costs across the board resulted in each of the Convenience, Variety and Newsagent formats recording contributions ahead of last year.
The number of trading stores at the end of the quarter was 1,201 after 3 net closures. Of the closing base, 314 were classified Convenience stores, 121 Variety stores and 766 Newsagents.
Group overheads and financing costs
Central overheads at £0.7m for the quarter were £0.2m lower than prior year. Cumulatively, they were £0.3m lower than prior year at £2.0m.
Net interest payable at £4.3m for the quarter was £3.0m lower than prior year. This represents an underlying reduction of £0.1m due to the reduced level of debt, the remainder representing redemption premia last year.
Sterling weakened to £1 = $1.5752 at the quarter end, giving an unrealised exchange loss for the quarter of £3.9m, net of the revaluation of the currency hedge.
Cash flow
Cash inflow from operating activities in the quarter was £6.6m compared to an inflow of £9.5m last year.
Net CAPEX for the quarter was £2.7m.
At the quarter end, cash and bank balances stood at £9.2m. There were no drawings under the company’s working capital facilities at the end of the quarter
The matters discussed in this news release include forward-looking statements that are subject to risks and uncertainties including, but not limited to, economic conditions, product demand, competitive products and services, government regulation, financial resources, certain litigation and other risks indicated in filings with the US Securities and Exchange Commission.
TM GROUP HOLDINGS PLC
CONSOLIDATED PROFIT AND LOSS ACCOUNT
(unaudited)
| | | 13 weeks ended
| | | 39 weeks ended
| |
| | | 30.08.03
| | | 24.08.02
| | | 30.08.03
| | | 24.08.02
| |
| | | (£ thousands) | |
Sales: | | | | | | | | | | | | |
TM Retail | | 159,855 | | | 161,890 | | | 478,264 | | | 495,573 | |
Operating costs before restructuring costs: | | | | | | | | | | | | |
TM Retail | | (153,460 | ) | | (155,859 | ) | | (461,404 | ) | | (478,780 | ) |
Central | | (656 | ) | | (869 | ) | | (1,985 | ) | | (2,272 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | (154,116 | ) | | (156,728 | ) | | (463,389 | ) | | (481,052 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Restructuring costs—TM Retail | | — | | | (800 | ) | | — | | | (800 | ) |
Operating profit: | | | | | | | | | | | | |
TM Retail | | 6,395 | | | 5,231 | | | 16,860 | | | 15,993 | |
Central | | (656 | ) | | (869 | ) | | (1,985 | ) | | (2,272 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | 5,739 | | | 4,362 | | | 14,875 | | | 13,721 | |
| | |
|
| |
|
| |
|
| |
|
|
Profit/(loss) on asset disposals: | | | | | | | | | | | | |
TM Retail | | 761 | | | 2,282 | | | 2,241 | | | 2,866 | |
Central | | — | | | — | | | 3 | | | (18 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | 761 | | | 2,282 | | | 2,244 | | | 2,848 | |
| | |
|
| |
|
| |
|
| |
|
|
Profit before interest and taxation: | | | | | | | | | | | | |
TM Retail | | 7,156 | | | 7,513 | | | 19,101 | | | 18,859 | |
Central | | (656 | ) | | (869 | ) | | (1,982 | ) | | (2,290 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | 6,500 | | | 6,644 | | | 17,119 | | | 16,569 | |
| | |
|
| |
|
| |
|
| |
|
|
Net interest payable | | (4,333 | ) | | (7,323 | ) | | (12,898 | ) | | (17,149 | ) |
Exchange movement on re-translation of senior notes and currency hedge | | (3,856 | ) | | 1,458 | | | (1,468 | ) | | 2,029 | |
| | |
|
| |
|
| |
|
| |
|
|
Net interest payable and similar charges | | (8,189 | ) | | (5,865 | ) | | (14,366 | ) | | (15,120 | ) |
| | |
|
| |
|
| |
|
| |
|
|
(Loss)/profit before taxation | | (1,689 | ) | | 779 | | | 2,753 | | | 1,449 | |
Taxation | | 988 | | | (595 | ) | | (751 | ) | | (1,336 | ) |
| | |
|
| |
|
| |
|
| |
|
|
(Loss)/profit after taxation | | (701 | ) | | 184 | | | 2,002 | | | 113 | |
Dividend | | — | | | (22,450 | ) | | — | | | (22,450 | ) |
| | |
|
| |
|
| |
|
| |
|
|
(Loss)/profit for the period | | (701 | ) | | (22,266 | ) | | 2,002 | | | (22,337 | ) |
| | |
|
| |
|
| |
|
| |
|
|
All figures are presented under UK GAAP.
The Group has revised the presentation of sales arising from the processing of electronic phone top-up transactions, to reflect only the commission earned on these transactions. This has no impact on operating profit. The comparative figures for sales and operating costs have been adjusted accordingly, resulting in a reduction in sales and operating costs of £6,955,000 for the 13 weeks ended 24 August 2002 and £17,014,000 for the 39 weeks ended 24 August 2002.
TM GROUP HOLDINGS PLC
CONSOLIDATED BALANCE SHEET
(unaudited)
| | | 30.08.03
| | | 30.11.02
| |
| | | (£ thousands) | |
Fixed assets | | | | | | |
Tangible fixed assets | | 50,404 | | | 50,826 | |
Intangible fixed assets | | 6,982 | | | 6,718 | |
| | |
|
| |
|
|
| | | 57,386 | | | 57,544 | |
| | |
|
| |
|
|
Current assets | | | | | | |
Inventories | | 29,253 | | | 34,378 | |
Debtors | | 22,468 | | | 22,389 | |
Other current assets | | 855 | | | 2,780 | |
Cash at bank and in hand | | 9,173 | | | 21,410 | |
| | |
|
| |
|
|
| | | 61,749 | | | 80,957 | |
| | |
|
| |
|
|
Creditors: amounts falling due within one year | | | | | | |
Trade creditors | | (44,766 | ) | | (67,216 | ) |
Other liabilities | | (15,255 | ) | | (12,972 | ) |
| | |
|
| |
|
|
| | | (60,021 | ) | | (80,188 | ) |
| | |
|
| |
|
|
Net current liabilities | | 1,728 | | | 769 | |
| | |
|
| |
|
|
Total assets less current liabilities | | 59,114 | | | 58,313 | |
Creditors: amounts falling due after more than one year | | | | | | |
Senior and senior subordinated notes | | (143,403 | ) | | (144,470 | ) |
Other | | (704 | ) | | (767 | ) |
| | |
|
| |
|
|
| | | (144,107 | ) | | (145,237 | ) |
| | |
|
| |
|
|
Provisions for liabilities and charges | | (2,640 | ) | | (2,711 | ) |
| | |
|
| |
|
|
Net liabilities | | (87,633 | ) | | (89,635 | ) |
| | |
|
| |
|
|
.Capital and reserves | | | | | | |
Called up share capital | | 212 | | | 212 | |
Share premium account | | 20,527 | | | 20,527 | |
Profit and loss account | | (48,480 | ) | | (50,482 | ) |
Other reserve | | (59,892 | ) | | (59,892 | ) |
| | |
|
| |
|
|
| | | (87,633 | ) | | (89,635 | ) |
| | |
|
| |
|
|
The dollar liability under the Senior Notes has been translated at $1.5752 being a representative US dollar/UK sterling exchange rate on 30 August 2003.
All figures are presented under UK GAAP.
TM GROUP HOLDINGS PLC
CONSOLIDATED CASH FLOW STATEMENT
(unaudited)
| | | 13 weeks ended
| | | 39 weeks ended
| |
| | | 30.08.03
| | | 24.08.02
| | | 30.08.03
| | | 24.08.02
| |
| | | (£ thousands) | |
Net cash inflow/(outflow) from operating activities | | 6,572 | | | 9,454 | | | 724 | | | (1,999 | ) |
Returns on investments and servicing of finance | | | | | | | | | | | | |
Net interest paid | | — | | | (5,556 | ) | | (8,234 | ) | | (14,505 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Tax refunded/(paid) | | 561 | | | (1,574 | ) | | 561 | | | (1,571 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Capital expenditure and financial investment | | | | | | | | | | | | |
Payments to acquire tangible fixed assets | | (3,561 | ) | | (1,875 | ) | | (8,256 | ) | | (7,508 | ) |
Receipts from sale of tangible fixed assets | | 905 | | | 2,770 | | | 3,526 | | | 4,005 | |
| | |
|
| |
|
| |
|
| |
|
|
| | | (2,656 | ) | | 895 | | | (4,730 | ) | | (3,503 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Acquisitions and disposals | | | | | | | | | | | | |
Purchase of businesses | | (235 | ) | | (1,970 | ) | | (856 | ) | | (2,159 | ) |
Sale of businesses | | — | | | — | | | 1,250 | | | 2,458 | |
| | |
|
| |
|
| |
|
| |
|
|
| | | (235 | ) | | (1,970 | ) | | 394 | | | 299 | |
| | |
|
| |
|
| |
|
| |
|
|
Management of liquid resources | | | | | | | | | | | | |
(Increase)/decrease in short-term deposits | | (7,131 | ) | | 73,466 | | | 5,694 | | | 94,629 | |
| | |
|
| |
|
| |
|
| |
|
|
Equity dividends paid | | — | | | (22,450 | ) | | — | | | (22,450 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Net cash (outflow)/inflow before financing | | (2,889 | ) | | 52,265 | | | (5,591 | ) | | 50,900 | |
| | |
|
| |
|
| |
|
| |
|
|
Financing | | | | | | | | | | | | |
Redemption of senior notes | | — | | | (21,470 | ) | | — | | | (21,486 | ) |
Repayment of loans | | — | | | (30,000 | ) | | — | | | (30,287 | ) |
Movement in short-term debt | | (760 | ) | | — | | | — | | | — | |
Purchase of hedging instrument | | — | | | — | | | (952 | ) | | — | |
Repayment of capital element of finance leases | | — | | | — | | | — | | | (3 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | (760 | ) | | (51,470 | ) | | (952 | ) | | (51,776 | ) |
| | |
|
| |
|
| |
|
| |
|
|
(Decrease)/increase in cash | | (3,649 | ) | | 795 | | | (6,543 | ) | | (876 | ) |
| | |
|
| |
|
| |
|
| |
|
|
The reconciliation of operating profit to net cash flow from operating activities is as follows:
| | | 13 weeks ended
| | | 39 weeks ended
| |
| | | 30.08.03
| | | 24.08.02
| | | 30.08.03
| | | 24.08.02
| |
| | | (£ thousands) | |
Operating profit | | 5,739 | | | 4,362 | | | 14,875 | | | 13,721 | |
Depreciation and amortisation charges | | 2,645 | | | 2,691 | | | 7,864 | | | 7,939 | |
Movement in provisions | | 207 | | | (119 | ) | | (71 | ) | | (464 | ) |
Decrease in inventories | | 2,317 | | | 3,607 | | | 5,249 | | | 6,087 | |
Increase in debtors | | (1,697 | ) | | (1,497 | ) | | (2,305 | ) | | (3,475 | ) |
(Decrease)/increase in creditors | | (2,639 | ) | | 410 | | | (24,888 | ) | | (25,807 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Net cash inflow/(outflow) from operating activities | | 6,572 | | | 9,454 | | | 724 | | | (1,999 | ) |
| | |
|
| |
|
| |
|
| |
|
|
TM Group Holdings PLC
TM House
Ashwells Road
Brentwood
Essex CM15 9ST
Tel: 01277 372916
e-mail: tmgh@tmgh.com
