FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
October 26, 2004
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
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 28, 2004 dated October 26, 2004 | | 4 |
PRESS ANNOUNCEMENT
TM GROUP HOLDINGS PLC
RESULTS (UNAUDITED) OF THE THIRD QUARTER
ENDED 28 AUGUST 2004
TM Group Holdings PLC today announced results for the third quarter ended 28 August 2004.
Financial highlights (UK GAAP):
| | | | | | | | |
| | | 13 weeks ended
| | 39 weeks ended
|
| | | 28.08.04
| | 30.08.03
| | 28.08.04
| | 30.08.03
|
| | | £ millions |
Turnover | | 154.0 | | 159.9 | | 469.9 | | 478.3 |
| | | | |
Operating Profit | | 4.3 | | 5.7 | | 13.4 | | 14.9 |
| | | | |
PBIT | | 5.5 | | 6.5 | | 18.0 | | 17.1 |
- continuing activities | | 5.5 | | 6.5 | | 16.3 | | 17.1 |
| | | | |
EBITDA | | 8.2 | | 9.1 | | 26.0 | | 25.0 |
- continuing activities | | 8.2 | | 9.1 | | 24.3 | | 25.0 |
Turnover at £154.0m was lower than prior year. Same store takings before lottery were down across the summer. Reported turnover was also affected by a lower store base for most of the quarter, and further migration of phone top up transactions to the electronic form.
Operating profit for the quarter was £1.4m lower than last year. This was principally in TM Retail where poor weather was the significant factor. Central costs were also slightly higher.
The acquisition of Dillons Stores Limited was completed on 21 August 2004, the consideration for which, on a debt and cash free basis, was £8.3m excluding stock, payable in part on completion. The quarter included turnover of £1.4m and a small operating contribution from one week’s trading.
PBIT from continuing activities at £5.5m was £1.0m lower in the quarter and is £0.8m lower for the year to date. EBITDA from continuing activities was £0.9m lower in the quarter and £0.7m lower for the year to date.
TM Retail
Turnover at £154.0m for the 13 weeks to 28 August 2004 was £5.9m lower than prior year.
Operating profit for the quarter, before group central overheads, was £1.3m lower than prior year at £5.1m.
Same store takings before lottery were 2.0% lower than last year. This measure was stronger in convenience stores at 0.4% ahead. The weighted average store base for the quarter was 1.9% lower than last year.
The underlying sales performance was characterised by poor weather over the summer trading period. Sales of minerals and ice cream were significantly lower than prior year. Confectionery, news and grocery however showed reasonable growth.
Total margins were lower than prior year overall reflecting the performance of ice cream and minerals. News and grocery continued ahead of last year.
Branch operating costs continued in aggregate to be only slightly above prior year, notwithstanding the October 2003 National Minimum Wage rise. Overheads were slightly higher than prior year in the quarter.
The number of trading stores at the end of the quarter was 1,340 after a net increase of 163 during the quarter. Of the closing base, 306 were classified Convenience stores, 121 Variety stores and 913 Newsagents.
Group overheads and financing costs
Central costs for the quarter at £0.8m were £0.1m higher than prior year due to additional advisory costs incurred.
Net interest payable at £4.1m for the quarter was £0.2m lower than prior year.
Sterling weakened to £1 = $1.7952 at the quarter end, giving an unrealised exchange loss for the quarter of £1.7m, net of the revaluation of the Company’s currency hedges. The year to date position is a gain of £3.4m.
Cash flow
Cash inflow from operating activities in the quarter was £4.4m compared to an inflow of £6.6m in the same quarter last year.
Net CAPEX for the quarter was £3.0m, inclusive of business purchases.
At the quarter end, cash and bank balances stood at £14.7m. 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
| |
| | | 28.08.04
| | | 30.08.03
| | | 28.08.04
| | | 30.08.03
| |
| | | (£ thousands) | |
Sales: | | | | | | | | | | | | |
TM Retail - Ongoing | | 152,562 | | | 159,855 | | | 468,510 | | | 478,264 | |
- Acquisition | | 1,404 | | | — | | | 1,404 | | | — | |
| | |
|
| |
|
| |
|
| |
|
|
| | | 153,966 | | | 159,855 | | | 469,914 | | | 478,264 | |
| | | | |
Operating costs: | | | | | | | | | | | | |
TM Retail - Ongoing | | (147,529 | ) | | (153,460 | ) | | (452,816 | ) | | (461,404 | ) |
- Acquisition | | (1,356 | ) | | — | | | (1,356 | ) | | — | |
Central | | (761 | ) | | (656 | ) | | (2,384 | ) | | (1,985 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | (149,646 | ) | | (154,116 | ) | | (456,556 | ) | | (463,389 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | | |
Operating profit: | | | | | | | | | | | | |
TM Retail - Ongoing | | 5,033 | | | 6,395 | | | 15,694 | | | 16,860 | |
- Acquisition | | 48 | | | — | | | 48 | | | — | |
Central | | (761 | ) | | (656 | ) | | (2,384 | ) | | (1,985 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | 4,320 | | | 5,739 | | | 13,358 | | | 14,875 | |
| | |
|
| |
|
| |
|
| |
|
|
VAT recovery on discontinued business | | — | | | — | | | 1,697 | | | — | |
| | | | |
Profit on asset disposals: | | | | | | | | | | | | |
TM Retail | | 1,221 | | | 761 | | | 2,898 | | | 2,241 | |
Central | | — | | | — | | | — | | | 3 | |
| | |
|
| |
|
| |
|
| |
|
|
| | | 1,221 | | | 761 | | | 2,898 | | | 2,244 | |
| | |
|
| |
|
| |
|
| |
|
|
Profit/(loss) before interest and taxation: | | | | | | | | | | | | |
TM Retail | | 6,302 | | | 7,156 | | | 18,640 | | | 19,101 | |
Central | | (761 | ) | | (656 | ) | | (2,384 | ) | | (1,982 | ) |
Discontinued business | | — | | | — | | | 1,697 | | | — | |
| | |
|
| |
|
| |
|
| |
|
|
| | | 5,541 | | | 6,500 | | | 17,953 | | | 17,119 | |
| | |
|
| |
|
| |
|
| |
|
|
Net interest payable | | (4,084 | ) | | (4,333 | ) | | (11,396 | ) | | (12,898 | ) |
Exchange movement on re-translation of Senior Notes and Currency Hedge | | (1,650 | ) | | (3,856 | ) | | 3,379 | | | (1,468 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Net interest payable and similar charges | | (5,734 | ) | | (8,189 | ) | | (8,017 | ) | | (14,366 | ) |
| | |
|
| |
|
| |
|
| |
|
|
(Loss)/profit before taxation | | (193 | ) | | (1,689 | ) | | 9,936 | | | 2,753 | |
Taxation | | (150 | ) | | 988 | | | (3,606 | ) | | (751 | ) |
| | |
|
| |
|
| |
|
| |
|
|
(Loss)/profit after taxation | | (343 | ) | | (701 | ) | | 6,330 | | | 2,002 | |
| | |
|
| |
|
| |
|
| |
|
|
All figures are presented under UK GAAP.
TM GROUP HOLDINGS PLC
CONSOLIDATED BALANCE SHEET
(unaudited)
| | | | | | |
| | | 28.08.04
| | | 29.11.03
| |
| | | (£ thousands) | |
Fixed assets | | | | | | |
Tangible fixed assets | | 47,437 | | | 47,728 | |
Intangible fixed assets | | 15,226 | | | 7,533 | |
| | |
|
| |
|
|
| | | 62,663 | | | 55,261 | |
| | |
|
| |
|
|
Current assets | | | | | | |
Inventories | | 33,617 | | | 34,115 | |
Debtors | | 28,526 | | | 27,844 | |
Other current asset | | 528 | | | 177 | |
Cash at bank and in hand | | 14,717 | | | 25,625 | |
| | |
|
| |
|
|
| | | 77,388 | | | 87,761 | |
| | |
|
| |
|
|
Creditors: amounts falling due within one year | | | | | | |
Trade creditors | | (49,571 | ) | | (68,091 | ) |
Other liabilities | | (29,644 | ) | | (17,026 | ) |
| | |
|
| |
|
|
| | | (79,215 | ) | | (85,117 | ) |
| | |
|
| |
|
|
Net current assets | | (1,827 | ) | | 2,644 | |
| | |
|
| |
|
|
Total assets less current liabilities | | 60,836 | | | 57,905 | |
| | |
Creditors: amounts falling due after more than one year | | | | | | |
Senior and senior subordinated notes | | (132,554 | ) | | (136,240 | ) |
Other | | (657 | ) | | (697 | ) |
| | |
|
| |
|
|
| | | (133,211 | ) | | (136,937 | ) |
| | |
|
| |
|
|
Provisions for liabilities and charges | | (2,486 | ) | | (2,159 | ) |
| | |
|
| |
|
|
Net liabilities | | (74,861 | ) | | (81,191 | ) |
| | |
|
| |
|
|
Capital and reserves | | | | | | |
Called up share capital | | 212 | | | 212 | |
Share premium account | | 20,527 | | | 20,527 | |
Profit and loss account | | (35,708 | ) | | (42,038 | ) |
Other reserve | | (59,892 | ) | | (59,892 | ) |
| | |
|
| |
|
|
| | | (74,861 | ) | | (81,191 | ) |
| | |
|
| |
|
|
The dollar liability under the Senior Notes has been translated at $1.7952 being a representative US dollar/UK sterling exchange rate on 28 August 2004.
All figures are presented under UK GAAP.
TM GROUP HOLDINGS PLC
CONSOLIDATED CASH FLOW STATEMENT
(unaudited)
| | | | | | | | | | | | |
| | | 13 weeks ended
| | | 39 weeks ended
| |
| | | 28.08.04
| | | 30.08.03
| | | 28.08.04
| | | 30.08.03
| |
| | | (£ thousands) | |
Net cash inflow from operating activities | | 4,410 | | | 6,572 | | | 3,027 | | | 724 | |
| | | | |
Returns on investments and servicing of finance | | | | | | | | | | | | |
Net interest received/(paid) | | 522 | | | — | | | (7,131 | ) | | (8,234 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Tax paid | | (260 | ) | | 561 | | | (1,130 | ) | | 561 | |
| | |
|
| |
|
| |
|
| |
|
|
Capital expenditure and financial investment | | | | | | | | | | | | |
| | | | |
Payments to acquire tangible fixed assets | | (2,966 | ) | | (3,561 | ) | | (7,702 | ) | | (8,256 | ) |
Receipts from sale of tangible fixed assets | | 1,913 | | | 905 | | | 4,723 | | | 3,526 | |
| | |
|
| |
|
| |
|
| |
|
|
| | | (1,053 | ) | | (2,656 | ) | | (2,979 | ) | | (4,730 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Acquisitions and disposals | | | | | | | | | | | | |
Purchase of businesses | | (12,791 | ) | | (235 | ) | | (13,743 | ) | | (856 | ) |
Cash acquired with business | | 10,798 | | | — | | | 10,798 | | | — | |
Sale of businesses | | — | | | — | | | 1,250 | | | 1,250 | |
| | |
|
| |
|
| |
|
| |
|
|
| | | (1,993 | ) | | (235 | ) | | (1,695 | ) | | 394 | |
| | |
|
| |
|
| |
|
| |
|
|
Management of liquid resources | | | | | | | | | | | | |
(Increase)/decrease in short-term deposits | | (88 | ) | | (7,131 | ) | | 6,832 | | | 5,694 | |
| | |
|
| |
|
| |
|
| |
|
|
Net cash inflow/(outflow) before financing | | 1,538 | | | (2,889 | ) | | (3,076 | ) | | (5,591 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Financing | | | | | | | | | | | | |
| | | | |
Movement in short-term debt | | — | | | (760 | ) | | — | | | — | |
Purchase of hedging instruments | | (500 | ) | | — | | | (1,000 | ) | | (952 | ) |
| | |
|
| |
|
| |
|
| |
|
|
| | | (500 | ) | | (760 | ) | | (1,000 | ) | | (952 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Increase/(decrease) in cash (excluding short-term deposits) | | 1,038 | | | (3,649 | ) | | (4,076 | ) | | (6,543 | ) |
| | |
|
| |
|
| |
|
| |
|
|
The reconciliation of operating profit to net cash flow from operating activities is as follows:
| | | | | | | | | | | | |
| | | 13 weeks ended
| | | 39 weeks ended
| |
| | | 28.08.04
| | | 30.08.03
| | | 28.08.04
| | | 30.08.03
| |
| | | (£ thousands) | |
Operating profit | | 4,320 | | | 5,739 | | | 13,358 | | | 14,875 | |
VAT recovery on discontinued business | | — | | | — | | | 1,697 | | | — | |
Depreciation and amortisation charges | | 2,671 | | | 2,645 | | | 8,038 | | | 7,864 | |
Movement in provisions | | (175 | ) | | 207 | | | (329 | ) | | (71 | ) |
Decrease in inventories | | 3,622 | | | 2,317 | | | 5,030 | | | 5,249 | |
Increase in debtors | | (2,594 | ) | | (1,697 | ) | | (548 | ) | | (2,305 | ) |
Decrease in creditors | | (3,434 | ) | | (2,639 | ) | | (24,219 | ) | | (24,888 | ) |
| | |
|
| |
|
| |
|
| |
|
|
Net cash inflow from operating activities | | 4,410 | | | 6,572 | | | 3,027 | | | 724 | |
| | |
|
| |
|
| |
|
| |
|
|
| | |
| Contact: | | Jonathan Miller |
| | | TM Group Holdings PLC |
| | | TM House |
| | | Ashwells Road |
| | | Brentwood |
| | | Essex CM15 9ST |
| |
| | | Tel: 01277 372916 |
| |
| | | e-mail: tmgh@tmgh.com |
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 26, 2004 | | TM GROUP HOLDINGS PLC |
| | |
| | | By: | | /s/ JONATHAN MILLER
|
| | | | | Jonathan Miller |
| | | | | Finance Director |
