-----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, TTAXJP33QYr+tqHtvqc4nYBsjQ2EjNbTX5ADeGCHRSUNr9rP1Vaudd6QbA2vttFc fpOFlILGV8Rqbis7vVYlHg== 0001104659-10-025193.txt : 20100504 0001104659-10-025193.hdr.sgml : 20100504 20100504155527 ACCESSION NUMBER: 0001104659-10-025193 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100504 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100504 DATE AS OF CHANGE: 20100504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THOMAS GROUP INC CENTRAL INDEX KEY: 0000900017 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 720843540 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22010 FILM NUMBER: 10797203 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 8-K 1 a10-9275_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of report (Date of earliest event reported): 

May 4, 2010

 

 

 

Thomas Group, Inc.

 

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

 

 

0-22010

 

 

 

72-0843540

 

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer Identification
No.)

 

5221 N. O’Connor Blvd., Suite 500

 

 

Irving, Texas

 

 

75039

 

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s Telephone Number, including area code:

(972) 869-3400

 

 

 

Not Applicable

 

(Former name or former address, if changed since last report)

 

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:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

x          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02 Results of Operations and Financial Condition.

 

On May 4, 2010, Thomas Group, Inc. issued a press release announcing the results of operations and financial condition of Thomas Group, Inc. for the three months ended March 31, 2010.  A copy of the press release is furnished herewith and attached hereto as Exhibit 99.1.

 

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being expressly incorporated by reference in such filing. The exhibits contain, and may implicate, forward-looking statements regarding the registrant and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

 

Item 8.01 Other Events

 

On May 4, 2010, Thomas Group, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.1.  The portions of the press release under the heading “NASDAQ Listing Status Update” and the notice under the heading “Proxy Statement” may be deemed to be soliciting material pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended, and such portions of the press release are filed herewith pursuant to that rule.

 

2



 

Item 9.01  Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit Number

 

 

Description

 

99.1

 

Press Release dated May 4, 2010

 

3



 

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 hereunto duly authorized.

 

 

 

 Thomas Group, Inc.

 

 

 (Registrant)

 

 

 

 

 

 

 

 

Date:  May 4, 2010 

By:

/s/ FRANK TILLEY

 

 

Frank W. Tilley,
Interim Chief Financial Officer and
Vice President

 

4


EX-99.1 2 a10-9275_1ex99d1.htm EX-99.1

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Thomas Group Announces First Quarter 2010 Results

 

Irving, Texas — May 4, 2010 — Thomas Group, Inc. (NasdaqCM: TGIS), an operations and process improvement firm, today announced a net loss of $2.9 million, or negative $0.28 per diluted share, for the first quarter of 2010 on revenues of $1.7 million, compared to net loss of $1.2 million, or negative $0.11 per diluted share, on revenues of $3.3 million for the first quarter of 2009. Loss from operations before income taxes decreased to $1.3 million on $1.7 million in total revenue for the current quarter compared to a loss from operations before income taxes of $1.9 for the first quarter of 2009 on $3.3 million in total revenue.

 

Michael McGrath, Executive Chairman, President and CEO, stated “In the first quarter, we realigned our sales efforts into two business units — the Government Business Unit and the Commercial Business Unit.  Within the Government Business Unit, we focus on sales to U.S. Government agencies, to all branches of the military, and to state and local governmental entities.  Within the Commercial Business Unit, we focus on sales to aerospace firms, to airports, to transportation firms, to healthcare entities including hospitals, medical practices, and pharmaceutical firms and to industrial clients.

 

We continue to pursue the strategy of building our business, even as we have continued to reduce costs. We recently recruited a new experienced sales executive to join our government practice. We are actively seeking additional experienced consulting sales leadership for our commercial practice as well. We are now placing primary emphasis on growing revenue in our effort to return to profitability.

 

We remain committed to making Thomas Group successful and profitable once again. However, it is clearly more challenging, time consuming and costly than we had anticipated. In the meantime, we must work to conserve cash, minimize costs, increase revenue, and seek to return to breakeven as soon as possible.”

 

First Quarter 2010 Financial Performance

 

Revenue

Revenue for the first quarter of 2010 was $1.7 million, compared to $3.3 million in the first quarter of 2009. Consulting revenue from US government clients, represented by our Government practice, was $0.3 million, or 16% of revenue, in the first quarter of 2010, compared to $0.8 million, or 26% of revenue, in the first quarter of 2009. Consulting revenue from commercial clients, represented by our Aerospace and Defense, Healthcare, Transportation and Logistics, and European practices, was $1.3 million, or 76% of revenue, in the first quarter of 2010, compared to $2.1 million, or 63% of revenue, in the first quarter of 2009. Reimbursement of expenses was $0.1 million, or 8% of revenue in the first quarter of 2010, compared to $0.4 million, or 11% of revenue in the first quarter of 2009.

 

Gross Margins

Gross profit margins for the first quarter of 2010 were 31%, compared to 44% for the first quarter of 2009. The drop in first quarter gross margins is related to the slowdown of our government and commercial programs during the first quarter of 2010 and to lower utilization rates of our consultants in the first quarter of 2010.

 

Selling, General & Administrative (SG&A)

SG&A costs for the first quarter of 2010 were $2.0 million, compared to $3.4 million in the first quarter of 2009. The $1.4 million decrease is related primarily to a $0.7 million decrease in payroll costs due to the decline in the number of consultants employed, a $0.2 million decrease in sales commissions and executive bonus, a $0.2 million decrease in travel related expenses, a $0.2 million decrease in legal expenses, a $0.1 million decrease in our use of outside consultants, and a $0.1 million decrease in other costs due to a

 



 

decline in activity as compared to the same period in 2009, offset by a $0.1 million increase in stock-based compensation during the first quarter of 2010.

 

Other Income

Other income for the first quarter of 2010 included the collection of $0.2 million from the liquidation of a former subsidiary in Europe.

 

Income Tax Expense (Benefit)

For the first quarter of 2010 we incurred income tax expense of $1.6 million compared to an income tax benefit of $0.7 million in the same quarter of last year. Our 2009 tax losses are available for carryback for Federal tax purposes, and we expect to receive refunds of taxes paid in prior years of approximately $2.7 million by mid-year 2010. In the first quarter of 2010, our cumulative losses began to exceed our cumulative earnings. Additionally, we are not currently profitable, and we determined that as of the end of March 2010 it was no longer probable that we will recover our deferred tax asset. The combined tax effect was to cause an income tax expense for the quarter of $1.6 million. Until we can demonstrate a return to profitability, we will not be able to book a deferred income tax asset resulting from losses incurred in each period. This will have the effect of increasing the net loss as well as the loss per share compared to prior quarters.

 

Working Capital and Cash Flow

Working capital decreased from $8.1 million at December 31, 2009 to $6.8 million at March 31, 2010, due primarily to our operating loss for the first quarter ended March 31, 2010.

 

For the first quarter of 2010, net cash decreased $1.6 million, compared to a net decrease of $1.2 million for the first quarter of 2009. For the first quarter of 2010, net cash used in operating activities was $1.6 million, compared to $1.1 million for the first quarter of 2009.This increase is due primarily to our operating loss for the first quarter of 2010, a decrease in our accrued liabilities, a decrease in deferred tax assets and decreased collection of our accounts receivable. There were no investing activities in the first quarter of 2010 or 2009. Cash used for financing activities for the first quarter of 2010 was $0.02 million related to the purchase of stock under our stock repurchase plan, compared to $0.1 million in the first quarter of 2009, related to the $0.05 million purchase of stock under our stock repurchase plan, and the $0.05 million net tax effect of stock issuances.

 

Despite the loss during the year, we continue to have a relatively strong balance sheet and no long-term debt. At the present time, we estimate that our working capital will be sufficient to fund our operations until we are able to return to profitability. We continue to assess this situation on an on-going basis. Despite the challenges we face, we are enthusiastic about the future of Thomas Group. As discussed above, we expect to receive additional income tax refunds of approximately $2.7 million by mid-year 2010.

 

During the first quarter of 2008, we established a written plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, which provides for the purchase of our common stock in support of our announced share repurchase program. After a waiting period, repurchases commenced on April 7, 2008. During the first quarter of 2010, we repurchased 26,744 shares for a total of $17,736.75, or an average of $0.66 per share including commissions and fees.

 

As of January 31, 2010, we completed the authorized repurchase of 805,450 shares under the plan at a total cost of $1,259,640 or $1.56 per share. At this time we have no plans for additional stock repurchases.

 

Operations and Business Development

 

In addition to previously announced efforts, we continue to seek additional ways to reduce costs. As of March 31, 2010, we had 14 consultants on furlough. These furloughed consultants will be offered the opportunity to return to the payroll if and when we develop client engagements that require their individual skill sets. We now employ a “variable cost model” for staffing consulting projects which enables us to minimize our “bench costs”. In addition to these reductions in payroll costs, we have aggressively worked to reduce other costs wherever possible.

 



 

Despite our best efforts to reduce costs and control expenses, we expect to continue to operate at a loss until we are able to develop client engagements sufficient to generate revenue to allow us to break even.

 

NASDAQ Listing Status Update

As previously disclosed, on December 11, 2009, we transferred our stock listing to the NASDAQ Capital Market from the NASDAQ Global Market. We made this transfer because we no longer satisfied the requirement of the NASDAQ Global Market to maintain a market value of publicly held shares of at least $5 million. At that time and continuing until the present, we meet the requirements for listing on the NASDAQ Capital Market with the exception of maintaining a minimum closing bid price of $1 per share.  Nasdaq granted a grace period until March 15, 2010 to regain compliance with this requirement. On March 16, 2010, we were notified by Nasdaq that we had not regained compliance with this requirement and that our stock would be delisted from Nasdaq unless we filed an appeal.

 

We filed a request for an appeal hearing which we were granted. The hearing was held on April 29, 2010 during which we requested an extension of time to meet this requirement. Under its rules, Nasdaq may, but is not required to, grant an extension until September 13, 2010 for us to regain compliance with this requirement. As of this date, we have not yet received Nasdaq’s response to our appeal.

 

In order to provide an additional opportunity to regain compliance, at our 2010 annual meeting of stockholders we intend to seek stockholder approval for a potential reverse stock split that would reduce the number of shares of our common stock outstanding in an attempt to increase the price of our common stock. If this approval is obtained, our Board of Directors would have the authority, in its discretion, to effect a reverse stock split at a ratio within a range from one-for-two to one-for-five at any time on or before December 31, 2010. Additional information, including risk factors related to a potential reverse stock split, is contained in the definitive proxy statement that we filed with the Securities and Exchange Commission on April 30, 2010.

 

If Nasdaq does not rule favorably on our appeal, or if we are unable to satisfy the minimum closing bid price requirement through a reverse stock split or otherwise, trading in our common stock may be transferred to the over-the-counter market on the OTC Bulletin Board or in the “pink sheets”. This could adversely impact both the liquidity and price of our stock.

 

 

Contact:

 

Michael McGrath, President and Chief Executive Officer

 

 

972.869.3400

 

 

mmcgrath@thomasgroup.com

 

 

http://www.thomasgroup.com

 

 

***

 

About Thomas Group

Thomas Group, Inc. (NasdaqCM: TGIS) is an international, publicly-traded professional services firm specializing in operational improvements. Thomas Group’s unique brand of process improvement and performance management services enable businesses to enhance operations, improve productivity and quality, reduce costs, generate cash and drive higher profitability. Known for Breakthrough Process Performance, Thomas Group creates and implements customized improvement strategies for sustained performance improvements in all facets of the business enterprise. Thomas Group has offices in Dallas, Detroit and Washington, D.C. For more information, please visit www.thomasgroup.com.

 



 

Important Notices:

 

Safe Harbor Statement under the Private Securities Litigation Reform Act:

Any statements in this release that are not strictly historical statements, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements, including general economic and business conditions that may impact clients and our revenues, timing and awarding of customer contracts, revenue recognition, competition and cost factors as well as other factors detailed from time to time in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2009. These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “could,” “should,” “may,” “would,” “continue,” “forecast,” and other similar expressions. These forward-looking statements speak only as of the date of this release. Except as required by law, we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

 

Proxy Statement:

 

In connection with the 2010 annual meeting of stockholders to be held June 21, 2010, Thomas Group, Inc. filed a definitive proxy statement with the Securities and Exchange Commission on April 30, 2010.  On or about May 12, 2010, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials. That notice will contain instructions on how our stockholders can access our 2010 proxy statement and annual report on Form 10-K and how they can vote their shares.  Stockholders are advised to read the definitive proxy statement carefully and in its entirety because it contains important information about the proposals to be presented and voted upon. Stockholders may obtain a copy of the definitive proxy statement and any other relevant documents filed by Thomas Group, Inc. free of charge at the Securities and Exchange Commission web site at www.sec.gov. Our definitive proxy statement and annual report on Form 10-K are available free of charge at www.edocumentview.com/TGIS.

 

Thomas Group, Inc. and its directors, executive officers and other members of management and employees may be deemed participants in the solicitation of proxies and voting instructions for the 2010 annual meeting of stockholders.  Information concerning the interests of these persons, if any, in the matters to be voted upon is set forth in the proxy statement.

 

#  #  #

 



 

THOMAS GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

 

 

 

Three Months Ended

 

 

March 31,

 

 

2010

 

2009

Consulting revenue before reimbursements

 

$1,519

 

$2,920

Reimbursements

 

132

 

368

Total revenue

 

1,651

 

3,288

Cost of sales before reimbursable expenses

 

1,015

 

1,478

Reimbursable expenses

 

$132

 

$368

Total cost of sales

 

1,147

 

1,846

Gross profit

 

504

 

1,442

Selling, general and administrative

 

1,976

 

3,362

Operating income (loss)

 

(1,472)

 

(1,920)

Interest income, net of expense

 

(1)

 

4

Other income

 

162

 

6

Income (loss) from operations before income taxes

 

(1,311)

 

(1,910)

Income tax expense (benefit)

 

1,594

 

(685)

Net income (loss)

 

($2,905)

 

($1,225)

 

 

 

 

 

Earnings (loss) per share:

 

 

 

 

Basic:

 

($0.28)

 

($0.11)

Diluted:

 

($0.28)

 

($0.11)

 

 

 

 

 

Weighted average shares:

 

 

 

 

Basic

 

10,463

 

10,678

Diluted

 

10,463

 

10,678

 

- More -

 



 

THOMAS GROUP, INC.

Selected Consolidated Financial Data

(Amounts stated in thousands)

 

Selected Geographical Revenue Data

(Unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2010

 

2009

 

Revenue:

 

 

 

 

 

North America

 

$1,319

 

$1,920

 

South America

 

-

 

17

 

Europe

 

332

 

1,351

 

Total revenue

 

$1,651

 

$3,288

 

 

Selected Balance Sheet Data

(Unaudited)

 

 

 

March 31,
2010

 

December 31,
2009

 

 

 

 

 

 

 

Cash

 

$3,373

 

$5,004

 

Trade accounts receivables

 

1,112

 

849

 

Income tax receivable, net

 

2,821

 

2,835

 

Total current assets

 

7,858

 

9,457

 

Total assets

 

8,441

 

11,578

 

Total current liabilities

 

1,037

 

1,366

 

Total liabilities

 

1,138

 

1,492

 

Total stockholders’ equity

 

$7,303

 

$10,086

 

 

#  #  #

 


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