6-K
GRUPO TMM SAB (GTMAY)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
For the month of FEBRUARY 2020
TMM Group, Inc.
(Translation of registrant’s name into English)
Av. de la Cuspide No.4755, Colonia Parques del Pedregal, Delegacion Tlalpan,
Mexico City, C.P. 14010 Mexico
(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 if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101 (b)(7):
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):82-____ .
SIGNATURE
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: February 28, 2020
By:
______________________________________
/s/ Carlos Aguilar
Chief Financial Officer
This Form 6-K and the exhibit attached hereto are hereby incorporated by reference into the Registration Statement on Form F-3, Number 333-90710.
EXHIBIT INDEX
| EXHIBIT 99.1: | Press Release dated February 28, 2020 (GRUPO TMM REPORTS FOURTH-QUARTER AND FULL- YEAR 2019 FINANCIAL<br> RESULTS). |
|---|---|
| EXHIBIT 99.2: | Brief Description of Notices to CNBV and BMV of Financial Statements for the<br> Fourth-Quarter and Full-Year 2019 Financial Results. |
| --- | --- |
exhibit99\_1.htm
TMM COMPANY CONTACT: AT DRESNER CORPORATE SERVICES:
Carlos Aguilar, Deputy CEO and CFO Nathan Abler (investors, analysts, media)
011-525-55-629-8729 714-742-4180
carlos.aguilarm@tmm.com.mx nabler@dresnerco.com
Mauricio Monterrubio, Investor Relations
011-525-55-629-8712
mauricio.monterrubio@tmm.com.mx
GRUPO TMM REPORTS 2019 FOURTH-QUARTER AND FULL-YEAR FINANCIAL RESULTS
(In Millions of Mexican Pesos)
2019 Fourth-Quarter Results and Full-Year Include:
| o | Full-Year Consolidated income of $1,475.7 million. |
|---|---|
| o | Free Cash Flow of $514.5 million. |
| --- | --- |
| o | Does not show Net Debt, its Total Debt is lower than the Free Cash Flow. |
| --- | --- |
| o | Stockholders’ Equity of $2,404.5 million. |
| --- | --- |
| o | Financial Debt of 10.8 percent from Stockholders’ Equity. |
| --- | --- |
| o | Full-Year EBITDA of $321.3 million. |
| --- | --- |
(Mexico City, February 27, 2020) – Grupo TMM, S.A.B. (OTC: GTMAY and BMV: TMM A; “TMM” or the “Company”), a Mexican Maritime-management transportation and logistics Company, reported today its financial results for the fourth quarter and full year 2019.
MANAGEMENT OVERVIEW
José F. Serrano, Chairman and Chief Executive Officer of Grupo TMM, said, "With integrated services and the highest quality standards from more than 60 years of experience, Grupo TMM remains the best Maritime-management transportation and logistics option for all participants in the Mexican and Caribbean energy industry.”
“While the downturn of the Mexican and global economy in 2019 affected transportation and logistics, Grupo TMM continues to search for new opportunities in the market, focused on strengthening its balance sheet and reducing debt.”
“As a result of its significant efforts to establish a healthy financial structure, Grupo TMM plans to increase its investments in new projects which will generate important profitability factors in its energy, maritime, ports and terminals, and ship maintenance and repair sectors. In addition, considering its proven experience in these markets and taking advantage of the gradual recovery in the Mexican energy industry, the Company is formalizing strategic partnerships and alliances to develop new oil and gas transportation, storage and distribution projects.”
“We also implemented a digital transformation process which will enable Grupo TMM to stay ahead of technological advances in Maritime-management transportation and logistics, while also protecting the confidential information of our clients and personnel.”
Mr. Serrano added, “At the end of 2019 and the beginning of 2020, Grupo TMM strengthened its commitment to increase the value of the Company, and reaffirm its responsibility to its employees, clients and suppliers.”
FOURTH-QUARTER AND FULL-YEAR 2019 OPERATING AND FINANCIAL RESULTS
The following information with respect to 2019 includes the new accounting standard for leases under the International Financial Reporting Standards (IFRS-16) effective as of January 1, 2019. All monetary amounts are in millions of Mexican Pesos.
Consolidated revenues for the fourth quarter of 2019 were $366.1 million, compared to $356.9 million in the same period of the previous year, mainly attributable to higher income in the Ports and Terminals Division as a result of the client diversification and attention strategy. Consolidated revenues for the full-year 2019 were $1,475.7 million compared to $1,523.1 million for the same period last year, mainly due to a decrease in full-year Maritime revenue.
Consolidated operating results for the fourth quarter of 2019 resulted in a profit of $205.0 million compared to a profit of $47.8 million in the same period of 2018. Full-year consolidated operating results for 2019 were $200.3 million, compared to a loss of $98.3 million in 2018.
Non-recurrent operations in the fourth quarter resulted in an income of $231.3 million, compared to $85.6 million income for the same period of 2018. Full-year 2019 non-recurrent operations generated income of $266.4 million, compared to $102.6 million in the same period of 2018. Non-recurrent operations included the disincorporation of the Tugboats business.
Consolidated EBITDA in the fourth quarter of 2019 was $234.6 million compared to $69.4 million recorded in the same period of 2018. Consolidated EBITDA for the full-year 2019 was $321.3 million, compared to $178.5 million for 2018.
Maritime revenues in the fourth quarter of 2019 increased 1.4 percent to $213.0 million, compared to $210.1 million in the same period of 2018, mainly due to a larger volume of repairs and services efficiencies to attended vessels in the Shipyard segment. Full-year 2019 Maritime revenues were $868.5 million compared to $909.5 million in 2018, mainly due to the decrease in the Offshore segment and the reduction of the Maritime Management Fee, partially offset by better mix of repairs in the Shipyard segment.
Fourth-quarter 2019 Maritime operating profit increased $12.0 million to $21.6 million, compared to $9.6 million in the same period of 2018, mainly attributable to better mix of repairs in the Shipyard segment. For the full-year 2019, operating profit was $113.6 million, compared to $122.5 million for same period of 2018, mainly due to the reduction of the Maritime Management Fee partially offset by a better result in the Shipyard segment and the Offshore segment cost reduction due to the disincorporation of one vessel in second quarter of 2018.
Fourth-quarter 2019 Maritime EBITDA was $34.7 million compared to $25.9 million for the same period in 2018; EBITDA margin was 16.3 percent. For the full-year 2019, EBITDA was $171.2 million compared to $181 million in 2018; full-year 2019 EBITDA margin was 19.7 percent.
Ports and Terminals revenue was $113.7 million in the fourth quarter of 2019, increasing 6.7 percent, compared to $106.5 million for the same period of 2018, mainly attributable to a larger volume of gravel maneuvered as well as by a higher number of calls in the Shipping Agencies segment. For the full-year 2019, Ports and Terminals revenue was $435.3 million, compared to $452.6 million for the same period last year, mainly due to a significant decrease of export in the port of Veracruz, which affected the operations in the Maintenance and Repair of Containers segment, as well the reduction of freighted cars in API Acapulco due to the reduction in automotive industry exports.
Fourth-quarter 2019 Ports and Terminals operating income was $13.6 million compared to $11.9 million for the same period of 2018, mainly attributable to a higher number of calls in the Shipping Agencies segment. For the full-year 2019, Ports and Terminals operating income was $42.3 million, compared to $84.9 million for the same period 2018, due to the result of operations in the Maintenance and Repair of Containers segment in the port of Veracruz attributable to the low container export activity, as well as a decrease in exported cars in API Acapulco.
Ports and Terminals EBITDA was $19.6 million in the fourth quarter of 2019, compared to $15.3 million for the same period of 2018; EBITDA margin was 17.2 percent. Full-year 2019 Ports and Terminals EBITDA was $63.9 million compare to $97.3 million for the same period of 2018; full-year 2019 EBITDA margin was 14.7 percent.
Warehousing Services revenue during the fourth quarter of 2019 was $39.4 million, practically the same level as 2018 for the same period, which was $40.2 million. As a result of the client diversification and attention strategy. Warehousing Service revenue the full-year 2019 increased 6.8 percent to $171.9 million continuing its improvement trend, compared to $161.0 million in 2018.
DEBT
As of December 31, 2019, Grupo TMM does not have any net debt and has more free cash than total debt. It should be noted that at the end of the fourth quarter of 2019; from Total Debt there was just $140.0 million of Short-Term Debt and free cash was $514.5 million.
Total Debt*
– Millions of Mexican Pesos –
| As of 12/31/19 | As of 12/31/18 | |
|---|---|---|
| Short-Term Debt | $140.0 | $223.4 |
| Long-Term Debt | 118.7 | 392.1 |
| Total Debt | $258.7 | $615.5 |
| Cash | 514.5 | 318.2 |
| Net Debt | $0.00 | $297.3 |
| Short-Term Leases | $ 14.4 | $0.0 |
| Long-Term Leases | 471.4 | 0.0 |
| Leases IFRS 16 | $485.8 | $0.0 |
| Stockholders’ Equity | $2,404.5 | $2,124.3 |
| Book value per share | $23.52 | $20.78 |
*Book Value
Headquartered in Mexico City, Grupo TMM is a Mexican Maritime-management transportation and logistics Company. Through its branch offices and network of subsidiary companies, Grupo TMM provides a dynamic combination of Maritime services port management and logistics. For more information on Grupo TMM, please visit the company’s web site at www.grupotmm.com. The site offers Spanish/English language options.
Included in this press release are certain forward-looking statements within the meaning of Section27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements speak only as of the date they are made and are based on the beliefs of the Company's management as well as on assumptions made. Actual results could differ materially from those included in such forward-looking statements. Readers are cautioned that all forward-looking statements involve risks and uncertainty. The following factors could cause actual results to differ materially from such forward-looking statements: global, US and Mexican economic and social conditions; the effect of the North American Free Trade Agreement on the level of US-Mexico trade; the condition of the world shipping market; the success of the Company's investment in new businesses; risks associated with the Company's reorganization and restructuring; the ability of the Company to reduce corporate overhead costs; the ability of management to manage growth and successfully compete in new businesses; and the ability of the Company to restructure or refinance its indebtedness. These risk factors and additional information are included in the Company's reports on Form 6-K and 20-F on file with the United States Securities and Exchange Commission.
Financial tables follow…
Grupo TMM, S.A.B. and Subsidiaries
Balance Sheet*
- Millions of Pesos -
| December 31, | December 31, | |
|---|---|---|
| 2019 | 2018 | |
| Current assets: | ||
| Cash and cash equivalents | 514.5 | 318.2 |
| Accounts receivable | ||
| Accounts receivable – Net | 507.4 | 397.0 |
| Other accounts receivable | 421.6 | 469.5 |
| Prepaid expenses and others current assets | 83.7 | 81.5 |
| Total current assets | 1,527.1 | 1,266.2 |
| Property, machinery and equipment | 2,629.3 | 2,725.6 |
| Cumulative Depreciation | (345.8) | (409.2) |
| Property, machinery and equipment – Net | 2,283.5 | 2,316.4 |
| Rights of use | 464.0 | - |
| Other assets | 194.6 | 198.4 |
| Total assets | 4,469.2 | 3,781.1 |
| Current liabilities: | ||
| Bank loans and current maturities of long-term liabilities | 140.0 | 223.4 |
| Leases short-term | 14.4 | - |
| Suppliers | 262.0 | 262.1 |
| Other accounts payable and accrued expenses | 634.4 | 375.9 |
| Total current liabilities | 1,050.8 | 861.4 |
| Long-term liabilities: | ||
| Bank loans | 118.7 | 392.1 |
| Leases long-term | 471.4 | - |
| Deferred taxes | 272.2 | 226.8 |
| Other long-term liabilities | 151.5 | 176.6 |
| Total long-term liabilities | 1,013.9 | 795.5 |
| Total liabilities | 2,064.7 | 1,656.8 |
| Total stockholders´ equity | 2,404.5 | 2,124.3 |
| Total liabilities and stockholders´<br> equity | 4,469.2 | 3,781.1 |
*Prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Grupo TMM, S.A.B. and Subsidiaries
*Statement of Income
- Millions of Pesos -
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2019 | 2018 | 2019 | 2018 | |
| Maritime | 213.0 | 210.1 | 868.5 | 909.5 |
| Ports and Terminals | 113.7 | 106.5 | 435.3 | 452.6 |
| Warehousing Services | 39.4 | 40.2 | 171.9 | 161.0 |
| Revenue from freight and services | 366.1 | 356.9 | 1,475.7 | 1,523.1 |
| Maritime | (178.4) | (184.3) | (697.3) | (727.5) |
| Ports and Terminals | (94.1) | (91.3) | (371.3) | (355.4) |
| Warehousing Services | (46.6) | (38.8) | (178.5) | (165.4) |
| Corporate and others | (0.2) | (0.1) | (0.6) | (0.5) |
| Cost of freight and services | (319.2) | (314.4) | (1,247.8) | (1,248.8) |
| Maritime | (13.1) | (16.2) | (57.6) | (59.5) |
| Ports and Terminals | (6.0) | (3.3) | (21.7) | (12.4) |
| Warehousing Services | (0.5) | (0.3) | (1.3) | (1.3) |
| Corporate and others | (10.1) | (1.8) | (40.4) | (7.1) |
| Depreciation and amortization | (29.6) | (21.7) | (121.0) | (80.3) |
| Corporate expenses | (43.6) | (58.6) | (173.0) | (198.4) |
| Maritime | 21.6 | 9.6 | 113.6 | 122.5 |
| Ports and Terminals | 13.6 | 11.9 | 42.3 | 84.9 |
| Warehousing Services | (7.7) | 1.1 | (8.0) | (5.7) |
| Corporate and others | (10.3) | (1.9) | (41.0) | (7.6) |
| Other (expenses) income - Net | 231.3 | 85.6 | 266.4 | 102.6 |
| Operating income | 205.0 | 47.8 | 200.3 | 98.3 |
| Financial (expenses) income - Net | (61.9) | (23.1) | (118.5) | (75.8) |
| Leases financial expenses | (13.9) | - | (55.2) | - |
| Exchange gain (loss) - Net | 17.9 | (7.8) | 24.7 | 5.8 |
| Net financial cost | (57.8) | (30.9) | (149.0) | (69.9) |
| Income before taxes | 147.2 | 16.9 | 51.3 | 28.3 |
| Provision for taxes | (36.2) | (3.0) | (38.3) | (4.8) |
| Net income for the period | 111.0 | 13.8 | 13.0 | 23.5 |
| Attributable to: | ||||
| Minority interest | 0.9 | 2.2 | (0.8) | 4.5 |
| Equity holders of GTMM, S.A.B. | 110.1 | 11.6 | 13.8 | 19.0 |
| Weighted average outstanding shares (millions) | 102.183 | 102.183 | 102.183 | 102.183 |
| Income (loss) earnings per share (pesos/share) | 1.1 | 0.1 | 0.1 | 0.2 |
| Outstanding shares at end of period (millions) | 102.183 | 102.183 | 102.183 | 102.183 |
| Income (loss) earnings per share (pesos/share) | 1.1 | 0.1 | 0.1 | 0.2 |
*Prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Grupo TMM, S.A.B. and subsidiaries
*Statement of Cash Flow
- Millions of Pesos -
| Three months ended | Year ended | |||
|---|---|---|---|---|
| December 31, | December 31, | |||
| 2019 | 2018 | 2019 | 2018 | |
| Cash flow from operation activities: | ||||
| Net income for the period | 111.0 | 13.8 | 13.0 | 23.5 |
| Charges (credits) to income not<br> affecting resources: | ||||
| Depreciation & amortization | 29.6 | 21.7 | 121.0 | 81.6 |
| Deferred taxes | (11.1) | - | (11.1) | - |
| Other non-cash items | (247.8) | (72.7) | (233.7) | (31.6) |
| Total non-cash items | (229.3) | (51.0) | (123.8) | 50.0 |
| Changes in assets & liabilities | (32.8) | 75.0 | (22.6) | (18.6) |
| Total adjustments | (262.1) | 24.0 | (146.4) | 31.4 |
| Net cash (used in) provided by operating activities | (151.1) | 37.8 | (133.4) | 55.0 |
| Cash flow from investing activities: | ||||
| Proceeds from sales of assets | 548.5 | 8.5 | 674.7 | 229.1 |
| Payments for purchases of assets | (8.5) | (41.1) | (77.7) | (86.3) |
| Paid to minority partners | - | (26.2) | - | (26.2) |
| Net cash provided by (used in) investment activities | 540.0 | (58.8) | 597.0 | 116.6 |
| Cash flow provided by financing<br> activities: | ||||
| Repayment of long-term debt | (143.9) | (42.3) | (287.5) | (438.3) |
| Proceeds from issuance of long-term debt | 3.4 | 20.3 | 29.6 | 124.0 |
| Net cash used in financing activities | (140.5) | (22.0) | (257.9) | (314.2) |
| Exchange effect on cash | (8.6) | 12.2 | (9.4) | (0.8) |
| Net increase (decrease) in cash | 239.7 | (30.8) | 196.3 | (143.4) |
| Cash at beginning of period | 274.8 | 348.9 | 318.2 | 461.6 |
| Cash at end of period | 514.5 | 318.2 | 514.5 | 318.2 |
*Prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
exhibit99\_2.htm
Exhibit 99.2
Brief Description of Notices to CNBV and BMV of
Financial Statements for the Fourth-Quarter and Full-Year 2019 Financial Results
Required quartely financial information consists of the financial information filed with the CNBV and the BMV (under discontinuing operations). Specifically required are, among other data, balance sheet, income statement, profit and loss statement, certain financial ratios, a descriptive breakdown of all issued shares and list of directors and officers.