-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LgLb5sVJYXzm4oBle0VuIs8jrJqwcXLaZ4N6IaWg65vHIU/HcUNVcuAV/DOvsg1s da/m/thNVtcX4zNdFaoXzw== 0000912057-02-013181.txt : 20020415 0000912057-02-013181.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-013181 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS GROUP INC CENTRAL INDEX KEY: 0000900017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 720843450 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22010 FILM NUMBER: 02598946 BUSINESS ADDRESS: STREET 1: 5221 N OCONNOR BLVD STE 500 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728693400 MAIL ADDRESS: STREET 1: 5221 N OCONNOR SUITE 500 CITY: IRVING STATE: TX ZIP: 75039 NT 10-K 1 a2075502znt10-k.txt NT 10-K U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING _____________________________ SEC FILE NUMBER 000-22010 _____________________________ _____________________________ CUSIP NUMBER [884402108] _____________________________ (CHECK ONE): [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR For Period Ended: December 31, 2001 ________________________________________________________________________________ [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on Form 11-K [ ] Transition Report on Form 10-Q [ ] Transition Report on Form N-SAR For the Transition Period Ended: __________________________________ ________________________________________________________________________________ NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN. ________________________________________________________________________________ If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: Not Applicable ________________________________________________________________________________ PART I--REGISTRANT INFORMATION ________________________________________________________________________________ Full Name of Registrant: Thomas Group, Inc. Address of Principal Executive Office (STREET AND NUMBER) Thomas Group, Inc. 5221 North O'Connor Boulevard, Suite 500 Irving, Texas 75039 PART II--RULES 12b-25 (b) AND (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule12b-25(b), the following should be completed. (Check box if appropriate) [X] (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; [X] (b) The subject annual report, semi-annual report, transition report on Form10-K, 20-F, 11-K, 10-Q or N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and [ ] (c) The accountant's statement or other exhibit required by Rule12b-25(c) has been attached if applicable. ________________________________________________________________________________ PART III--NARRATIVE ________________________________________________________________________________ State below in reasonable detail the reasons why annual report, quarterly report, transition report on Form10-K and Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB or N-SAR or portion thereof could not be filed within the prescribed period. The registrant is in the process of negotiating certain transactions and documents as a result of which the registrant is unable to complete the Form 10-K to reflect these transactions in time for filing on the prescribed date. Such transactions will affect, among other items, the presentation of certain financial information and the narrative description thereof, including the narrative description in the registrant's financial statements. The registrant intends to file its Form 10-K within the prescribed period allowed by the rules relating to Form 12b-25. ________________________________________________________________________________ PART IV--OTHER INFORMATION ________________________________________________________________________________ (1) Name and telephone number of person to contact in regard to this notification: James Taylor 972 869-3400 (Name) (Area Code) (Telephone Number) (2) Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s). [X] Yes [ ] No (3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? [X] Yes [ ] No If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. During 2001, the Company experienced a loss from continuing operations of $15.6 million compared to income from continuing operations of $2.7 million in 2000. The decrease in income from continuing operations primarily relates to operating losses of approximately $9.8 million due to the adverse economic climate the Company's potential and existing clients faced during 2001. This economic downturn forced potential and existing clients to delay and cancel programs. Also contributing to the decrease in income from continuing operations was a valuation allowance adjustment of $3.3 million on the Company's net deferred tax assets. In addition, the Company incurred $2.9 million litigation settlement expenses related to an adverse ruling in an arbitration proceeding and $2.3 million of expenses to reduce the Company's workforce in order to align costs with the current business environment. Thomas Group, Inc. (Name of Registrant as specified in charter) has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized. Date: April 1, 2002. By: /s/ JAMES T. TAYLOR ------------------------------- James T. Taylor Chief Financial Officer Principal Financial and Accounting Officer INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. ________________________________________________________________________________ ATTENTION Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). ________________________________________________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----