TIDMRM.
RNS Number : 2394E
RM PLC
06 July 2021
6 July 2021
RM plc
Interim Results for the six months ended 31 May 2021
Improved performance despite continued Covid-19 disruption
RM plc ("RM"), a leading supplier of technology and resources to
the education sector, reports its interim results for the period
ended 31 May 2021.
Highlights
-- Improved performance vs. prior year despite UK Schools being
closed for 8 weeks and all 2021 UK exams cancelled.
-- Revenue up 21% driven by strong trading in RM Resources
enabling Adjusted Operating Profit to broadly double and statutory
Profit before Tax to increase by 190%.
-- Balance sheet remains strong with improved net debt position
and movement of the pension position from a deficit to a
surplus.
-- Positive medium-term outlook due to improving global
education fundamentals. Nearer-term, Covid-19 continues to
adversely impact pipeline development.
-- Digital and automation investment programmes on track to
deliver operational and financial benefits.
-- Interim dividend of 1.7p (H1 2020: nil).
GBPM H1 2021 H1 2020 Variance
Revenue 96.1 79.3 +21%
Adjusted* operating profit 8.2 4.2 +96%
Adjusted* operating profit
margin 8.5% 5.3% +3.2pp
Adjusted* profit before tax 7.6 3.5 +114%
Statutory profit after tax 4.7 1.5 +213%
Adjusted* diluted EPS 7.1p 3.2p +119%
Diluted EPS 5.6p 1.8p +213%
Proposed dividend per share 1.7p Nil +1.7p
-------- --------- ---------
Net debt 10.5 14.4
IAS 19 Pension surplus/(deficit) 5.5 (23.3)
-------- --------- ---------
* Throughout this statement, adjusted operating profit and EPS
are stated before adjustments to profit which are considered
exceptional in nature or with potential significant variability
year on year in non-cash items which may mask underlying trading
performance. These include the amortisation of acquisition related
intangible assets; gains on sale of property and investment assets;
restructuring costs; exceptional inventory and impairment
adjustments; GMP pension equalisation costs on defined benefit
schemes and acquisition related costs. Refer to Note 5.
Commenting on the results, Neil Martin, Chief Executive of RM,
said:
"Today's results reflect the resilience of our business and
continues to highlight the commitment of our people to supporting
customers through the pandemic.
I am proud of the role that RM plays in improving educational
outcomes and am encouraged by the opportunity we have to play a
bigger role in the future. Whilst the market continues to
experience disruption, this has elevated the focus on education,
amplifying trends which will be beneficial to RM.
In the near-term, we are focused on strengthening our position
to exploit these trends and so build a path to sustainable growth
for RM."
Notes to Editors:
RM provides market-leading products and services to educational
institutions, exam bodies and international governments which
improve, simplify and support education and learning.
The education sector is transforming, and RM is well positioned
to capitalise on this through its three divisions:
-- RM Resources is the established provider of education
resources for early years, primary schools and secondary schools
across the UK and to 80 countries internationally.
-- RM Results is a leading provider of assessment software,
supporting exam awarding bodies, universities and governments
worldwide to digitise their assessment delivery.
-- RM Education is a market-leading supplier of ICT software,
technology and services to UK schools and colleges.
Presentation and live webcast:
A presentation for analysts and investors will be held today at
9.00am.
The audio and slide presentation will be webcast live and on
demand at the following website:
https://www.investis-live.com/rmplc/60d07a1402de100a00452ede/2021hyr
[investislive.com]
The presentation will also be accessible via a live conference
call:
United Kingdom 0800 640 6441
United Kingdom (Local): 020 3936 2999
All other locations: +44 203 936 2999
Participant access code: 400013
Contacts:
RM plc:
Neil Martin, Chief Executive
Officer 08450 700 300
Mark Berry, Chief Financial
Officer
Headland Consultancy (PR adviser to RM):
Stephen Malthouse ( smalthouse@headlandconsultancy.com
) 07734 956201
Chloe Francklin ( cfrancklin@headlandconsultancy.com
) 07834 974624
RM plc
Interim results for the six months ended 31 May 2021
6 months to 6 months 12 months
May 2021 to May 2020 to November
2020
----------------------------- ------------ ------------- -------------
Revenue GBP96.1m GBP79.3m GBP189.0m
Adjusted* operating profit GBP8.2m GBP4.2m GBP14.4m
Statutory operating profit GBP7.0m GBP2.8m GBP11.5m
Adjusted* profit before
tax GBP7.6m GBP3.5m GBP13.4m
Statutory profit before
tax GBP6.4m GBP2.2m GBP10.5m
Adjusted* profit after tax GBP5.9m GBP2.7m GBP10.8m
Statutory profit after tax GBP4.7m GBP1.5m GBP8.4m
Adjusted* diluted Earnings
Per Share 7.1p 3.2p 13.0p
Diluted Earnings Per Share 5.6p 1.8p 10.1p
Ordinary dividend per share 1.7p Nil 3.0p
Net debt GBP10.5m GBP14.4m GBP1.3m
----------------------------- ------------ ------------- -------------
*As outlined above a djustments reflect the amortisation of
acquisition related intangible assets; one-time property related
items, restructuring costs, and profit on sale of non-core assets.
Refer to Note 5.
Financial summary
RM's financial performance for the period was materially
impacted by Covid-19 but was more resilient than in H1 2020 despite
UK schools being closed for a similar number of weeks, and all 2021
UK school exams being cancelled. Group revenue increased by 21% to
GBP96.1m (H1 2020: GBP79.3m) driven by strong trading in RM
Resources which recovered quickly following the re-opening of UK
schools in March.
Revenue growth was driven primarily by strong UK curriculum
resources sales in Q2, as schools focussed on curriculum spending
supporting outdoor teaching, physical education, and pupil
well-being, alongside managing Covid-19 transmission risks.
Revenues in RM Results were broadly in line with prior year with
the partial recovery of global exam activity being offset by the
current year impact of the insourcing of a key customer contract in
2020. Hardware sales in RM Education improved reflecting the
ongoing digitisation of school infrastructure.
Adjusted Operating Profit increased by 96% to GBP8.2m (H1 2020:
GBP4.2m) and Statutory Operating Profit increased by 145% to
GBP7.0m (H1 2020: GBP2.8m) driven by revenue growth partially
offset by increased operating costs, which mainly reflected higher
product and freight costs, the resumption of key projects paused in
2020, and the absence of some prior year cost savings associated
with our response to the Covid-19 pandemic.
Adjusted profit before tax was GBP7.6m, up from GBP3.5m in H1
2020 and diluted earnings per share increased to 5.6p (H1 2020:
1.8p).
Net debt
Net debt at the start of the half was GBP1.3m and we closed the
period at GBP10.5m (H1 2020: GBP14.4m). The cash outflow of GBP9.2m
in the half reflected planned elevated capex of c.GBP10m in our two
large capital projects comprising the consolidation of five
distribution centres into a single automated facility, and the
implementation of a group-wide IT system.
As a result of these projects, alongside wider capital
investments, we anticipate that capital expenditure for the
remainder of FY21 will continue to be elevated, before decreasing
significantly in 2022. We continue to utilise a revolving credit
facility of GBP70m.
Pension
The IAS19 net pension position in respect of RM's defined
benefit pension schemes improved by GBP24.2m in the half, resulting
in a surplus of GBP5.5m (30 November 2020: GBP18.7m deficit). The
improvement was driven primarily by an increase in the discount
rate, which is based on corporate bond yields, and better than
expected returns on scheme assets. These were partially offset by
an increase in inflation.
The triennial valuation date for the current schemes is 31 May
2021 and this process has been initiated. The current deficit
recovery plans comprise annual payments of GBP4.1m.
Dividend
The Board proposes to pay an interim dividend of 1.7p per share.
No interim dividend was paid in 2020 and a final dividend of 3.0p
was paid for the year ended 30 November 2020. The 2021 interim
dividend will be payable to shareholders with an ex-dividend date
of 22 July 2021. The Board remains committed to a long-term
sustainable dividend policy.
Outlook
Trading has been resilient in the first half of the year and RM
is in a strong financial position, with lower net debt than at the
same point last year and a track record of generating positive
operating cash flows.
Looking ahead, Covid-19 has caused significant near-term
disruption to our markets, impacting sales pipeline development and
contractual arrangements. However, it has also elevated the focus
on education and strengthened and accelerated positive market
trends. Teaching and learning will continue to broaden and deepen
its digital engagement. Technology is starting to be embraced at
greater scale across the assessment market, and the traditional
education model is evolving as society shifts more towards lifelong
learning.
In the near term, we are prioritising a return to pre-Covid-19
trading levels alongside refocusing our strategy and ensuring that
we have the right platform and capabilities to capitalise on the
longer-term market drivers. We are confident that by doing so we
will build a clear path to sustainable growth for RM.
Divisional review
RM Resource s
RM Resources provides education resources and supplies to
schools and nurseries in the UK and internationally. Products
supplied are a mix of own designed items, own branded and
third-party products.
6 months 6 months 12 months
to May 2021 to May 2020 to November
2020
-------------------------------- ------------- ------------- -------------
RM Resources revenue GBP48.2m GBP35.1m GBP92.4m
RM Resources adjusted operating GBP2.7m GBP(2.1)m GBP3.1m
profit / (loss)
-------------------------------- ------------- ------------- -------------
Revenue increased by 37% to GBP48.2m (H1 2020: GBP35.1m) driven
by strong UK curriculum sales in Q2 following the re-opening of
schools in March.
Adjusted operating profit was GBP2.7m (H1 2020: GBP2.1m loss) as
revenue growth was partially offset by higher product and freight
costs associated with Covid-19 and Brexit, reduced Covid-19 cost
saving benefits, and the resumption of our digital and automation
projects which were paused in 2020. Uncertainty remains regarding
the impact of the pandemic on supply chains in both the UK and
International markets.
We continue to make good progress with our warehouse
consolidation programme, with the fit out of our new warehouse and
associated office space now complete. The automation and systems
integration prior to inventory transfer is ongoing, and one further
warehouse was exited in the period.
Revenue in the UK increased by 37% to GBP42.0m (H1 2020:
GBP30.7m) despite schools being open for broadly the same number of
days in H1 2021 and H1 2020. Q1 trading was down versus prior year
but improved strongly in Q2, particularly in curriculum sales
supporting outdoor teaching, physical education, pupil well-being
and Covid-19 transmission management.
International
International revenues comprise two key channels; international
distributors, through which we sell own-developed products to over
80 countries, and international English curriculum schools to whom
we sell a wider portfolio of education supplies.
International revenues within RM Resources increased by 43% to
GBP6.2m (H1 2020: GBP4.3m). The increase reflects a partial
recovery in sales volumes compared to pre-Covid levels, however the
international schools market remains subdued as low attendance
levels continued through the period.
RM Results
RM Results provides IT software and end-to-end digital
assessment services to enable online exam marking, online testing
and the management and analysis of educational data. Customers
include government ministries, exam boards and professional
awarding bodies in the UK and overseas.
6 months 6 months 12 months
to May 2021 to May 2020 to November
2020
------------------------------ ------------- ------------- -------------
RM Results revenue GBP15.5m GBP15.1m GBP31.6m
RM Results adjusted operating GBP3.3m GBP3.0m GBP6.6m
profit
------------------------------ ------------- ------------- -------------
Revenue was up 3% versus prior year at GBP15.5m (H1 2020:
GBP15.1m) with the partial recovery of global examination activity
in 2021 being offset by a key customer in-sourcing a contract.
Revenues remain heavily impacted by lower examination volumes with
UK general exams cancelled and reduced international exam activity
being offset by an increase in professional and language
qualification activity.
H1 2021 RM customers Exam activity Exam activity
vs. 2020 vs. 2019
UK General Exams 3 -15% -95%
------------- -------------- --------------
UK Other Awarding bodies 6 +50% +45%
------------- -------------- --------------
International 19 +50% -25%
------------- -------------- --------------
Adjusted operating profit increased by 10% to GBP3.3m (H1 2020:
GBP3.0m).
Covid-19 disruption relating to ongoing international travel
restrictions and global lockdown measures continues to adversely
impact our sales pipeline development.
RM Education
RM Education provides ICT software and services to UK schools
and colleges.
6 months 6 months 12 months
to May 2021 to May 2020 to November
2020
-------------------------------- ------------- ------------- -------------
RM Education revenue GBP32.3m GBP29.1m GBP65.0m
RM Education adjusted operating GBP4.4m GBP4.9m GBP9.3m
profit
-------------------------------- ------------- ------------- -------------
Revenue increased by 11% to GBP32.3m (H1 2020: GBP29.1m) driven
primarily by an increase in hardware sales reflecting schools'
ongoing focus on digital infrastructure.
Adjusted operating profit decreased by 10% to GBP4.4m (H1 2020:
GBP4.9m), the key drivers being increased operating costs following
the resumption of key projects and the impact of cost savings in
the prior year in part related to Covid-19 .
Corporate Costs
Corporate costs in the period were GBP2.1m (H1 2020: GBP1.6m),
with the movement reflecting the fact that H1 2020 benefitted from
lower costs following a series of short term Covid-19 mitigation
actions.
Statement on Principal Risks and Uncertainties
Pursuant to the requirements of the Disclosure and Transparency
Rules, the Group provides the following information on its
principal risks and uncertainties. The Group considers strategic,
operational and financial risks and identifies actions to mitigate
those risks. Risk management systems are monitored on an ongoing
basis. The principal risks and uncertainties detailed within the
Group's 2020 Annual Report remain applicable. This is available
from the RM website: www.rmplc.com.
In summary, those risks relate to public policy, education
practice, the impact of UK's exit from the European Union,
operational execution, data and business continuity, people,
transformation, innovation, dependence on key contracts, the impact
of the Covid-19 pandemic, pensions and treasury.
The Covid-19 pandemic has continued to impact the Group during
the period but the principal risks remain aligned to those reported
in the annual report. The nature of the Brexit risk has altered to
be focused on managing complexities of sourcing products and the
logistics of deliveries to customers and the Group is adapting its
processes to mitigate the impact of the new requirements.
Alternative Performance Measures (APMs)
In response to the Guidelines on APMs issued by the European
Securities and Markets Authority (ESMA) and the Financial Reporting
Council (FRC), additional information on the APMs used by the Group
is provided below.
The following APMs are used by the Group:
- Adjusted operating profit
- Adjusted profit before tax
- Adjusted Earnings per Share
- Net debt
Further explanation of what each APM comprises and
reconciliations between Statutory reported measures and adjusted
measures are shown in note 5.
The Board believes that the presentation of the Group results in
this way is relevant to an understanding of the Group's financial
performance, as adjustment items are identified by virtue of their
size, nature and/or incidence. This presentation is consistent with
the way that financial performance is measured by management,
reported to the Board, the basis of financial measures for senior
management's compensation schemes and assists in providing
supplementary information that assists the user to understand
better the financial performance, position and trends of the Group.
In determining whether an event or transaction is an adjustment,
the Board considers both quantitative and qualitative factors such
as the frequency or predictability of occurrence.
The APMs used by the Group are not defined terms under IFRS and
may therefore not be comparable with similarly titled measures
reported by other companies. They are not intended to be a
substitute for, or superior to, GAAP measures. All APMs relate to
the current period results and comparative periods where provided
and are consistently defined from period to period.
Going concern
The financial statements have been prepared on a going concern
basis which the directors consider to be appropriate for the
following reasons.
The directors have prepared cash flow forecasts for the period
to the end of November 2022 which indicate that, taking account of
reasonably plausible downsides as discussed below, the company will
have sufficient funds to meet its liabilities as they fall due for
at least 12 months from the date of this report.
In assessing the going concern position the Directors have
considered the balance sheet position as included on page 11 and
the level of available finance not drawn down. RM Group plc has a
bank facility ("the facility") which totalled GBP70m at the date of
this report. Further details are set out in Note 31 of the Annual
Financial Statements. The debt facilities are subject to financial
covenants of a maximum of 2.5 times Net Debt/EBITDA and at least 4
times interest cover/EBITDA. These covenants are tested annually in
May and November. At 30 November 2020 the results of the covenant
tests were 0.07 and 18.8 respectively.
At 31 May 2021, the Group had net debt of GBP10.5m (November
2020: GBP1.3m) and drawn facilities of GBP12m (November 2020:
GBP5m). Liquidity headroom at 31 May 2021 was GBP59.5m. Average net
debt over the period to 31 May 2021 was GBP10.4m (year to November
2020: GBP16.3m) with a maximum borrowings position of GBP17.6m
(year to November 2020: GBP29.6m).
The facility is committed until July 2022. The Board has
agreement in principle with our existing lenders to extend the
facility by 1 year and are confident in concluding this arrangement
shortly. Should the extension not be put in place the Board is
satisfied that there are several other financing options that could
be put in place to maintain liquidity headroom over the going
concern period and that there would be adequate time to complete
negotiation of such arrangements.
The financial summary outlines the performance of the Group in
the six months to 31 May 2021 including the impact of Covid-19. In
this period UK schools were closed for a number of weeks primarily
during Q1, and many UK and Irish exams were cancelled by respective
governments.
Despite this backdrop, revenues increased by 21% compared to H1
2020 and adjusted profit before tax by 114%. In RM Resources we
continued to provide products to our customers during school
closures and have experienced strong curriculum sales in Q2. In RM
Results, whilst the UK general exams saw a significant reduction
compared to 2019, other UK assessment and international examination
activity recovered partially. RM Education continues to be
resilient to UK school closures as it provides the technology
support to UK schools and colleges that has allowed them to operate
remotely. Net cash inflow from operating activities H1 was
GBP6m.
For going concern purposes the Group has assessed a base case
assessment that assumes no significant downturn in UK or
International markets occurs from that experienced in the six
months to 31 May 2021. The base case also incorporates a similar
level of capital expenditure in H2 than we have spent in H1
relating to our major transformation projects and assumes a return
to shareholders through future dividends. Under that base case we
continue to maintain significant headroom against our committed
facility and are comfortably within our covenants.
The Group has assessed a further severe downside scenario that
adjusts our base assumptions to include:
- Further school closures for September 2021, October 2021 and
January through to March 2022 at similar levels of trading
experienced in Q1 2021, comprising a c.25% reduction in divisional
revenue in those months;
- Reduced International trading, including an c.20% reduction in
revenues on current performance;
- The exams that hav e been cancelled in 2021 are also cancelled
in 2022, with a further reduction of c.25% in international exams,
together comprising a c.50% reduction in divisional revenue in
impacted months;
- Reduced pipeline conversion ;
- Minimal cost mitigations and no significant cash flow deferrals.
The Directors do does not believe that all these assumptions
occurring together is plausible, but under these scenarios we
continue to have good headroom against the facility and comply with
bank covenants. Having considered the severity of this scenario,
the Board considers this to be an appropriate worst case
scenario,
The Board's assessment of the likelihood of a further downside
scenario is remote, particularly with the continued acceleration of
the vaccine roll out in key countries and the indications from most
governments worldwide that they intend to lift restrictions as soon
as practical.
Therefore, the Board has a reasonable expectation that the
Company has adequate resources to continue in operational existence
for a period of not less than 12 months from the date of this
report, having considered both the availability of financial
facilities and the forecast liquidity and expected future covenant
compliance. For this reason, the Company continues to adopt the
going concern basis of accounting in preparing the financial
statements.
Responsibility statement of the Directors in respect of the
half-yearly financial report
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU;
-- the interim management report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
By order of the Board,
Mark Berry
Chief Financial Officer
6 July 2021
Condensed Consolidated Income Statement
For the 6 months ended 31 May 2021
6 months ended 31 6 months ended 31 Year ended 30 November
May 2021 May 2020 2020
Adjusted Adjustments Total Adjusted Adjustments Total Adjusted Adjustments Total
Note GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------ ----- --------- ------------ ---------- --------- ------------ ---------- ---------- ------------ ----------
Revenue 96,059 - 96,059 79,267 - 79,267 188,999 - 188,999
Cost of
sales (58,532) - (58,532) (45,732) - (45,732) (114,669) (365) (115,034)
Gross
profit 37,527 - 37,527 33,535 - 33,535 74,330 (365) 73,965
Operating
expenses 5 (29,321) (1,218) (30,539) (29,337) (1,349) (30,686) (59,647) (1,842) (61,489)
Impairment
losses - - - - - - (248) (705) (953)
Profit from
operations 8,206 (1,218) 6,988 4,198 (1,349) 2,849 14,435 (2,912) 11,523
Other
income - - - 8 - 8 21 - 21
Finance
costs (621) - (621) (659) - (659) (1,055) - (1,055)
------------ -----
Profit
before
tax 7,585 (1,218) 6,367 3,547 (1,349) 2,198 13,401 (2,912) 10,489
Tax 6 (1,669) 26 (1,643) (841) 151 (690) (2,552) 477 (2,075)
------------ ----- --------- ------------ ---------- --------- ------------ ---------- ---------- ------------ ----------
Profit for
the period 5,916 (1,192) 4,724 2,706 (1,198) 1,508 10,849 (2,435) 8,414
------------ ----- --------- ------------ ---------- --------- ------------ ---------- ---------- ------------ ----------
Earnings
per
ordinary
share: 7
Basic 7.1p 5.7p 3.3p 1.8p 13.1p 10.2p
Diluted 7.1p 5.6p 3.2p 1.8p 13.0p 10.1p
Paid and
proposed
dividends
per share: 8
Interim 1.7p - -
Final - - 3.0p
The accompanying notes form part of these financial
statements
All amounts were derived from continuing operations.
Condensed Consolidated Statement of Comprehensive Income
For the 6 months ended 31 May 2021
6 months 6 months Year ended
ended 31 ended 31 30 November
May 2021 May 2020 2020
GBP000 GBP000 GBP000
----------------------------------------------- ---------- ---------- -------------
Profit for the period 4,724 1,508 8,414
Items that will not be reclassified
subsequently to profit or loss:
Defined benefit pension scheme remeasurements 22,146 (18,111) (16,302)
Tax on items that will not be reclassified
subsequently to profit or loss (4,577) 3,147 2,851
Items that are or may be reclassified
subsequently to profit or loss:
Fair value (loss) / gain on hedged
instruments (43) 393 346
Exchange (loss) on translation of
overseas operations (265) (99) (205)
Other comprehensive income / (expense) 17,261 (14,670) (13,310)
------------------------------------------------ ---------- ---------- -------------
Total comprehensive income / (expense) 21,985 (13,162) (4,896)
------------------------------------------------ ---------- ---------- -------------
Condensed Consolidated Balance Sheet
At 31 May 2021
Note 31 May 2021 31 May 2020 30 November
2020
----------------------------------- -----
GBP000 GBP000 GBP000
----------------------------------- ----- ------------ ------------ ------------
Non-current assets
Goodwill 49,262 49,232 49,322
Other intangible assets 25,991 22,697 22,354
Property, plant and equipment 13,509 5,558 8,423
Right of use asset 17,675 6,011 19,391
Defined Benefit Pension Scheme
Surplus 10,148 627 665
Other receivables 63 294 63
Contract fulfilment assets 10 2,729 2,729 3,420
Deferred tax assets 1,497 6,512 5,333
----------------------------------- ----- ------------ ------------ ------------
120,874 93,660 108,971
Current assets
Inventories 20,016 22,557 18,594
Trade and other receivables 9 28,899 24,589 31,317
Contract fulfilment assets 10 1,771 1,124 728
Held for Sale Asset 4,797 3,065 4,793
Corporation tax assets 1,834 1,810 2,030
Cash and short-term deposits 4,334 3,945 5,941
----------------------------------- ----- ------------ ------------ ------------
61,651 57,090 63,403
Total assets 4 182,525 150,750 172,374
----------------------------------- ----- ------------ ------------ ------------
Current liabilities
Trade and other payables 11 (55,220) (45,136) (57,424)
Lease liabilities (3,099) (1,582) (4,067)
Tax liabilities (162) (88) (163)
Provisions 13 (165) (1,169) (435)
Overdraft (2,977) (2,635) (2,480)
----------------------------------- ----- ------------ ------------ ------------
(61,623) (50,610) (64,569)
Net current assets/ (liabilities) 28 6,480 (1,166)
----------------------------------- ----- ------------ ------------ ------------
Non-current liabilities
Other payables 11 (3,616) (3,105) (2,840)
Lease liabilities (17,361) (4,429) (18,147)
Provisions 13 (3,658) (2,594) (3,998)
Deferred tax liability (5,302) (3,525) (3,339)
Defined Benefit Pension Scheme
obligation 14 (4,603) (23,953) (19,318)
Borrowings 12 (11,845) (15,697) (4,779)
----------------------------------- ----- ------------ ------------ ------------
(46,385) (53,303) (52,421)
Total liabilities (108,008) (103,913) (116,990)
----------------------------------- ----- ------------ ------------ ------------
Net assets 74,517 46,837 55,384
----------------------------------- ----- ------------ ------------ ------------
Equity attributable to shareholders
Share capital 1,917 1,917 1,917
Share premium account 27,080 27,080 27,080
Own shares (444) (982) (841)
Capital redemption reserve 94 94 94
Hedging reserve (108) (18) (65)
Translation reserve (967) (596) (702)
Retained earnings 46,945 19,342 27,901
----------------------------------- ----- ------------ ------------ ------------
Total equity 74,517 46,837 55,384
----------------------------------- ----- ------------ ------------ ------------
Condensed Consolidated Statement of Changes in Equity
for the 6 Share Share Own Capital Hedging Translation Retained Total
months ended capital premium shares redemption reserve reserve earnings
31 May 2021 reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------------- --------- --------- -------- ------------ --------- ------------ ---------- --------
At 1 December
2020 1,917 27,080 (841) 94 (65) (702) 27,901 55,384
Profit for
the period - - - - - - 4,724 4,724
Other comprehensive
(expense)/income - - - - (43) (265) 17,569 17,261
----------------------- --------- --------- -------- ------------ --------- ------------ ---------- --------
Total comprehensive
(expense)/income - - - - (43) (265) 22,293 21,985
Transactions
with owners of
the Company:
Share-based
payment awards
exercised - - 397 - - - (397) -
Share-based payment
fair value
adjustments - - - - - - (354) (354)
Ordinary dividends
paid - - - - - - (2,498) (2,498)
----------------------- --------- --------- -------- ------------ --------- ------------ ---------- --------
At 31 May
2021 1,917 27,080 (444) 94 (108) (967) 46,945 74,517
----------------------- --------- --------- -------- ------------ --------- ------------ ---------- --------
for the 6 months Share Share Own Capital Hedging Translation Retained Total
ended 31 May capital premium shares redemption reserve reserve earnings
2020 reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------------- --------- --------- -------- ------------ --------- ------------ ---------- ---------
At 1 December
2019 1,917 27,080 (1,007) 94 (411) (497) 32,399 59,575
Profit for
the period - - - - - - 1,508 1,508
Other comprehensive
income/(expense) - - - - 393 (99) (14,964) (14,670)
---------------------- --------- --------- -------- ------------ --------- ------------ ----------
Total comprehensive
income/(expense) - - - - 393 (99) (13,456) (13,162)
Transactions with
owners of the
Company:
Share-based
payment awards
exercised - - 25 - - - (25) -
Share-based payment
fair value
adjustments - - - - - - 424 424
---------------------- --------- --------- -------- ------------ --------- ------------ ---------- ---------
At 31 May 2020 1,917 27,080 (982) 94 (18) (596) 19,342 46,837
---------------------- --------- --------- -------- ------------ --------- ------------ ---------- ---------
for the year ended Share Share Own Capital Hedging Translation Retained Total
30 November 2020 capital premium shares redemption reserve reserve earnings
reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
--------------------- --------- --------- -------- ------------ --------- ------------ ---------- ---------
At 1 December 2019 1,917 27,080 (1,007) 94 (411) (497) 32,399 59,575
Profit for the
year - - - - - - 8,414 8,414
Other comprehensive
income/(expense) - - - - 346 (205) (13,451) (13,310)
---------------------- --------- --------- -------- ------------ --------- ------------ ---------- ---------
Total comprehensive
income/(expense) - - - - 346 (205) (5,037) (4,896)
Transactions with
owners of the
Company:
Share-based payment
awards exercised - - 166 - - - (166) -
Share-based payment
fair value
adjustments - - - - - - 705 705
---------------------- --------- --------- -------- ------------ --------- ------------ ---------- ---------
At 30 November
2019 1,917 27,080 (841) 94 (65) (702) 27,901 55,384
---------------------- --------- --------- -------- ------------ --------- ------------ ---------- ---------
Condensed Consolidated Cash Flow Statement
6 months 6 months Year ended
ended 31 ended 31 30 November
May 2021 May 2020 2020
Note GBP000 GBP000 GBP000
---------------------------------------- ----- ---------- ---------- -------------
Profit before tax 6,367 2,198 10,489
Investment income - (8) (21)
Finance costs 621 659 1,055
---------------------------------------- ----- ---------- ---------- -------------
Profit from operations 6,988 2,849 11,523
Adjustments for:
Amortisation and impairment of
intangible assets 1,398 2,264 3,778
Depreciation and impairment of
property, plant and equipment 1,818 1,958 3,718
Loss /(gain) on disposal of property,
plant and equipment 46 (980) (949)
(Gain) on sale of non-current other
receivable - (713) (713)
(Gain) on foreign exchange derivatives (48) (540) (625)
Pension GMP - - 170
Share-based payment (credit)/charge (354) 424 705
(Decrease) / increase in provisions 13 (419) 671 1,443
Defined Benefit Pension Scheme
administration cost 14 - - 37
---------------------------------------- ----- ---------- ---------- -------------
Operating cash flows before movements
in working capital 9,429 5,933 19,087
(Increase)/decrease in inventories (1,422) (406) 3,557
Decrease in receivables 2,358 6,299 2,520
(Increase) in contract fulfilment
assets (352) (816) (1,111)
Movement in payables:
- (decrease)/ increase in trade
and other payables (1,453) (5,919) 6,012
- utilisation of provisions 13 (191) (2,182) (2,284)
Cash generated by operations 8,369 2,909 27,781
Defined Benefit Pension Scheme
cash contributions (2,204) (992) (4,094)
Tax paid (185) (1,758) (2,589)
---------------------------------------- ----------
Net cash inflow from operating
activities 5,980 159 21,098
---------------------------------------- ----- ---------- ---------- -------------
Investing activities
Interest received - 8 21
Proceeds on disposal of non-current
other receivable - 1,560 1,560
Proceeds on disposal of property,
plant and equipment - 2,900 2,900
Purchases of property, plant and
equipment (5,200) (701) (5,801)
Purchases of other intangible assets (5,081) (1,361) (2,660)
---------------------------------------- ----- -------------
Net cash (used in) / generated
by investing activities (10,281) 2,406 (3,980)
---------------------------------------- ----- ---------- ---------- -------------
Financing activities
Dividends paid 8 (2,498) - -
Drawdown/ (repayment) of borrowings 7,000 (1,000) (12,000)
Borrowing facilities arrangement
and commitment fees (154) (229) (226)
Repayment of principal elements
of lease obligations (1,821) (1,345) (2,523)
Interest paid (265) (308) (501)
Net cash generated by / (used in)
financing activities 2,262 (2,882) (15,250)
---------------------------------------- ----- ---------- ---------- -------------
Net (decrease)/increase in cash
and cash equivalents (2,039) (317) 1,868
Cash and cash equivalents at the
beginning of the period/year 3,461 1,528 1,528
Effect of foreign exchange rate
changes (65) 99 65
---------------------------------------- ----- ---------- ---------- -------------
Cash and cash equivalents at the
end of period/ year 1,357 1,310 3,461
Cash at bank and in hand 4,334 3,945 5,941
Overdraft (2,977) (2,635) (2,480)
---------------------------------------- ----- ---------- ---------- -------------
1,357 1,310 3,461
---------------------------------------- ----- ---------- ---------- -------------
Notes to the Condensed Interim Financial Statements
1. General information
RM plc ('Company') is incorporated in the United Kingdom and
listed on the London Stock Exchange. The unaudited Condensed
Consolidated Interim Financial Statements as at 31 May 2021 and for
the 6 months then ended comprise those of the Company and its
subsidiaries (together 'the Group').
The comparative figures for the financial year ended 30 November
2020 are not the Group's statutory accounts for that financial year
(see note 2). Those accounts have been reported on by the Group's
auditor and delivered to the registrar of companies. The report of
the auditor was (i) unqualified, (ii) did not include a reference
to any matters to which the auditor drew attention by way of
emphasis without qualifying their report, and (iii) did not contain
a statement under section 498 (2) or (3) of the Companies Act
2006.
Condensed Consolidated Income Statement presentation
The Directors assess the performance of the Group using an
Adjusted Operating Profit and Profit Before Tax. The Directors use
Adjusted Operating Profit and EPS before adjustments to profit
which are considered exceptional in nature or with potential
significant variability year on year in non-cash items which may
mask underlying trading performance. Further details are provided
in note 2.
Other Comprehensive Income
During the period, GBP22.1m of actuarial profits relating to the
defined benefit pension scheme surplus have been recognised in
Other Comprehensive Income. These include cash contributions from
the Company of GBP2.2m.
2. Accounting policies
This condensed set of financial statements has been prepared in
accordance with IAS 34 Interim Financial Reporting in conformity
with the Companies Act 2006 as adopted by the European Union.
The annual financial statements of the Group are prepared in
accordance with International Financial Reporting Standards (IFRSs)
as adopted by the European Union. As required by the Disclosure and
Transparency Rules of the Financial Conduct Authority (FCA), the
condensed set of financial statements has been prepared applying
the accounting policies and presentation that were applied in the
preparation of the Group's published Consolidated Financial
Statements for the year ended 30 November 2020 except as stated in
Note 6.
The preparation of the Condensed Consolidated Interim Financial
Statements, in conformity with generally accepted accounting
principles, requires the use of estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
Interim Financial Statements and the reported amounts of revenues
and expenses during the reporting period.
Although these estimates are based on the Directors' best
knowledge of current events and actions, actual results ultimately
may differ from those estimates.
In preparing these Condensed Consolidated Interim Financial
Statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
Consolidated Financial Statements as at and for the year ended 30
November 2020.
Key sources of estimation uncertainty
In applying the Group's accounting policies the Directors are
required to make estimates and assumptions. Actual results may
differ from these estimates. The following are considered key
estimations:
Retirement benefit scheme valuation - The key estimation
sensitivities are the discount rate applied to pension liabilities
together with RPI/CPI and mortality. We note that every 0.1%
movement in discount rate has a c.GBP7m impact on the deficit and a
0.1% movement in RPI has a c.GBP5m impact.
Revenue from contracts over time - There is estimation relating
to the output methodology (of script volumes) to determine the
transaction price. This estimation was reassessed at 30 November
2020 in light of the impact of COVID-19 on the UK and
Internationally and during the period to 31 May the estimate is
aligned to actual volumes. The Group has assumed that script
volumes will be significantly lower in the UK in 2021 following
government announcements and International script volumes will be
slightly lower to those experienced in 2019.
Key sources of critical accounting judgements
Revenue from RM results contracts - A number of judgements are
made to determine performance obligations and the allocation of
revenue to those performance obligations. Each contract is analysed
separately to identify the performance obligations. Judgements are
made as to whether goods and services should be combined and
whether revenue should be recognised over time. Judgement is also
required to allocate the transaction price to each performance
obligation, based on an estimation of the standalone selling price
for scanning and use of the residual method to determine a value
for E-marking.
Alternative Performance Measures (APMs)
In response to the Guidelines on APMs issued by the European
Securities and Markets Authority (ESMA) and the Financial Reporting
Council (FRC), additional information on the APMs used by the Group
is provided below.
The following APMs are used by the Group:
- Adjusted operating profit
- Adjusted profit before tax
- Adjusted Earnings per Share
- Net debt
Further explanation of what each APM comprises and
reconciliations between Statutory reported measures and adjusted
measures are shown in note 5.
The Board believes that presentation of the Group results in
this way is relevant to an understanding of the Group's financial
performance, as adjustment items are identified by virtue of their
size, nature and/or incidence. This presentation is consistent with
the way that financial performance is measured by management,
reported to the Board, the basis of financial measures for senior
management's compensation schemes and assists in providing
supplementary information that assists the user to understand
better the financial performance, position and trends of the Group.
In determining whether an event or transaction is an adjustment,
the Board considers both quantitative and qualitative factors such
as the frequency or predictability of occurrence.
The APMs used by the Group are not defined terms under IFRS and
may therefore not be comparable with similarly titled measures
reported by other companies. They are not intended to be a
substitute for, or superior to, GAAP measures. All APMs relate to
the current year results and comparative periods where
provided.
Going concern
The financial statements have been prepared on a going concern
basis which the directors consider to be appropriate for the
following reasons.
The directors have prepared cash flow forecasts for the period
to the end of November 2022 which indicate that, taking account of
reasonably plausible downsides as discussed below, the company will
have sufficient funds to meet its liabilities as they fall due for
at least 12 months from the date of this report.
In assessing the going concern position the Directors have
considered the balance sheet position as included on page 11 and
the level of available finance not drawn down. RM Group plc has a
bank facility ("the facility") which totalled GBP70m at the date of
this report. Further details are set out in Note 31 of the Annual
Financial Statements. The debt facilities are subject to financial
covenants of a maximum of 2.5 times Net Debt/EBITDA and at least 4
times interest cover/EBITDA. These covenants are tested annually in
May and November. At 30 November 2020 the results of the covenant
tests were 0.07 and 18.8 respectively.
At 31 May 2021, the Group had net debt of GBP10.5m (November
2020: GBP1.3m) and drawn facilities of GBP12m (November 2020:
GBP5m). Liquidity headroom at 31 May 2021 was GBP59.5m. Average net
debt over the period to 31 May 2021 was GBP10.4m (year to November
2020: GBP16.3m) with a maximum borrowings position of GBP17.6m
(year to November 2020: GBP29.6m).
The facility is committed until July 2022. The Board has
agreement in principle with our existing lenders to extend the
facility by 1 year and are confident in concluding this arrangement
shortly. Should the extension not be put in place the Board is
satisfied that there are several other financing options that could
be put in place to maintain liquidity headroom over the going
concern period and that there would be adequate time to complete
negotiation of such arrangements.
The financial summary outlines the performance of the Group in
the six months to 31 May 2021 including the impact of Covid-19. In
this period UK schools were closed for a number of weeks primarily
during Q1, and many UK and Irish exams were cancelled by respective
governments.
Despite this backdrop, revenues increased by 21% compared to H1
2020 and adjusted profit before tax by 114%. In RM Resources we
continued to provide products to our customers during school
closures and have experienced strong curriculum sales in Q2. In RM
Results, whilst the UK general exams saw a significant reduction
compared to 2019, other UK assessment and international examination
activity recovered partially. RM Education continues to be
resilient to UK school closures as it provides the technology
support to UK schools and colleges that has allowed them to operate
remotely. Net cash inflow from operating activities H1 was
GBP6m.
For going concern purposes the Group has assessed a base case
assessment that assumes no significant downturn in UK or
International markets occurs from that experienced in the six
months to 31 May 2021. The base case also incorporates a similar
level of capital expenditure in H2 than we have spent in H1
relating to our major transformation projects and assumes a return
to shareholders through future dividends. Under that base case we
continue to maintain significant headroom against our committed
facility and are comfortably within our covenants.
The Group has assessed a further severe downside scenario that
adjusts our base assumptions to include:
- Further school closures for September 2021, October 2021 and
January through to March 2022 at similar levels of trading
experienced in Q1 2021, comprising a c.25% reduction in divisional
revenue in those months;
- Reduced International trading, including an c.20% reduction in
revenues on current performance;
- Assumes the exams that hav e been cancelled in 2021 are also
cancelled in 2022, with a further reduction of c.25% in
international exams, together comprising a c.50% reduction in
divisional revenue in impacted months;
- Reduced pipeline conversion ;
- Minimal cost mitigations and no significant cash flow deferrals.
The Directors do does not believe that all these assumptions
occurring together is plausible, but under these scenarios we
continue to have good headroom against the facility and comply with
bank covenants. Having considered the severity of this scenario,
the Board considers this to be an appropriate worst case
scenario,
The Board's assessment of the likelihood of a further downside
scenario is remote, particularly with the continued acceleration of
the vaccine roll out in key countries and the indications from most
governments worldwide that they intend to lift restrictions as soon
as practical.
Therefore, the Board has a reasonable expectation that the
Company has adequate resources to continue in operational existence
for a period of not less than 12 months from the date of this
report, having considered both the availability of financial
facilities and the forecast liquidity and expected future covenant
compliance. For this reason, the Company continues to adopt the
going concern basis of accounting in preparing the financial
statements.
3 . Operating segments
The Group's business is supplying products, services and
solutions to the UK and international education markets.
Information reported to the Group's Chief Executive for the
purposes of resource allocation and assessment of segmental
performance is focussed on the nature of each type of activity.
The Group is structured into three operating divisions: RM
Resources, RM Results and RM Education. Typically two of the
divisions are impacted by seasonality trends. RM Resources
experiences increased revenues in March, June, July and October in
line with customer financial and academic years. In RM Results
scanning revenues are recognised over the period of the scanning
activity and create seasonality depending the timing of exam
sessions and the number and type of examinations being sat. UK
government assessment scanning revenues are spread typically
between May to July.
Corporate Services consists of central business costs associated
with being a listed company, share based payment charges and
non-division specific pension costs.
This segmental analysis shows the results and assets of these
divisions. Revenue is that earned by the Group from third parties.
Net financing costs and tax are not allocated to segments as the
funding, cash and tax management of the Group are activities
carried out by the central treasury and tax functions.
Segmental results
6 months ended 31 Corporate
May 2021 RM Resources* RM Results RM Education Services Total
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------ -------------- ----------- ------------- ---------- --------
Revenue
UK 42,017 9,319 32,229 - 83,565
Europe 3,456 3,308 39 - 6,803
North America 806 38 49 - 893
Asia 336 594 - - 930
Middle East 448 54 - - 502
Rest of the world 1,141 2,219 6 - 3,366
48,204 15,532 32,323 - 96,059
------------------------ -------------- ----------- ------------- ---------- --------
Adjusted profit/(loss)
from operations 2,654 3,275 4,371 (2,094) 8,206
Other income -
Finance costs (621)
------------------------- -------------- ----------- ------------- ---------- --------
Adjusted profit before
tax 7,585
Adjustments (see
note 4) (1,218)
------------------------- -------------- ----------- ------------- ---------- --------
Profit before tax 6,367
------------------------- -------------- ----------- ------------- ---------- --------
6 months ended 31 RM Resources* RM Results RM Education Corporate Total
May 2020 Services
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------ -------------- ----------- ------------- ---------- --------
Revenue
UK 30,742 9,831 28,640 - 69,213
Europe 2,500 2,617 159 - 5,276
North America 468 - 271 - 739
Asia 331 534 - - 865
Middle East 403 116 - - 519
Rest of the world 641 2,009 5 - 2,655
35,085 15,107 29,075 - 79,267
------------------------ -------------- ----------- ------------- ---------- --------
Adjusted profit/(loss)
from operations (2,051) 2,969 4,873 (1,593) 4,198
Adjusted other income 8
Adjusted finance
costs (659)
------------------------- -------------- ----------- ------------- ---------- --------
Adjusted profit before
tax 3,547
Adjustments (see
note 4) (1,349)
------------------------- -------------- ----------- ------------- ---------- --------
Profit before tax 2,198
------------------------- -------------- ----------- ------------- ---------- --------
Year ended 30 November RM Resources* RM Results RM Education Corporate Total
2020 Services
GBP000 GBP000 GBP000 GBP000 GBP000
------------------------ -------------- ----------- ------------- ---------- --------
Revenue
UK 80,956 20,473 63,977 - 165,406
Europe 6,362 5,042 533 - 11,937
North America 777 - 412 - 1,189
Asia 848 1,250 - - 2,098
Middle East 2,196 225 - - 2,421
Rest of the world 1,303 4,589 56 - 5,948
92,422 31,579 64,978 - 188,999
------------------------ -------------- ----------- ------------- ---------- --------
Adjusted profit/(loss)
from operations 3,081 6,607 9,296 (4,549) 14,435
Investment income 21
Adjusted finance
costs (1,055)
------------------------- -------------- ----------- ------------- ---------- --------
Adjusted profit before
tax 13,401
Adjustments (see
note 4) (2,912)
------------------------- -------------- ----------- ------------- ---------- --------
Profit before tax 10,489
------------------------- -------------- ----------- ------------- ---------- --------
* Included in UK are international sales via UK distributors
Segmental assets
Other non-segmental assets include tax assets, cash and
short-term deposits and other non division specific assets.
Segmental assets
------------------ ------------- ----------- ------------- ---------- ----------
RM Resources RM Results RM Education Corporate Total
Services
At 31 May 2021 GBP000 GBP000 GBP000 GBP000 GBP000
------------------ ------------- ----------- ------------- ---------- ----------
Segmental 122,741 23,077 16,397 2,464 164,679
Other 17,846
------------------- ------------- ----------- ------------- ---------- ----------
Total assets 182,525
------------------- ------------- ----------- ------------- ---------- ----------
RM Resources RM Results RM Education Corporate Total
Services
At 31 May 2020 GBP000 GBP000 GBP000 GBP000 GBP000
------------------ ------------- ----------- ------------- ---------- ----------
Segmental 96,427 22,838 17,216 1,364 137,845
Other 12,905
------------------- ----------------------------------------------------- ----------
Total assets 150,750
------------------- ------------- ----------- ------------- ---------- ----------
RM Resources RM Results RM Education Corporate Total
Services
At 30 November GBP000 GBP000 GBP000 GBP000 GBP000
2020
------------- ----------- ------------- ---------- ----------
Segmental 117,493 22,304 17,049 1,510 158,356
Other 14,018
------------------- ----------------------------------------------------- ----------
Total assets 172,374
------------------- ------------- ----------- ------------- ---------- ----------
4. Revenue
RM Resources RM Education RM Education RM Results
Transactional Transactional Over time Over time Total
Period ended 31 May
2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------- -------------- ------------- ----------- --------
Supply of products 48,143 7,771 - - 55,914
Rendering services 62 - 17,030 13,622 30,714
Licences - 425 7,097 1,910 9,432
48,205 8,196 24,127 15,532 96,060
--------------------- -------------- -------------- ------------- ----------- --------
Total
Period ended 31 May
2020 GBP'000
-------------- -------------- ------------- ----------- --------
Supply of products 35,071 3,992 - - 39,063
Rendering services 15 - 18,012 13,313 31,340
Licences - 259 6,812 1,794 8,865
35,086 4,251 24,824 15,107 79,268
--------------------- -------------- -------------- ------------- ----------- --------
5 . Adjustments to profit before tax
6 months 6 months Year ended
ended ended
31 May 2021 31 May 2020 30 November
2020
GBP000 GBP000 GBP000
------------------------------------ ------------ ------------ ------------
Adjustments to cost of sales:
Exceptional inventory adjustments - - 365
Adjustments to operating expenses:
Amortisation of acquisition
related intangible assets 1,012 1,007 1,986
Gain on sale of held for Sale
properties - (670) (670)
Property related costs 156 - -
Gain on sale of Essex LEP - (673) (673)
Impairment - 705 705
Pension GMP - - 170
Restructuring costs 50 980 1,029
------------------------------------- ------------ ------------ ------------
Total adjustments to operating
expenses 1,218 1,349 2,547
------------------------------------- ------------ ------------ ------------
Total adjustments to operating
profit 1,218 1,349 2,912
------------------------------------- ------------ ------------ ------------
Tax effect of adjustments (26) (151) (477)
------------------------------------- ------------ ------------ ------------
Post tax adjustment 1,192 1,198 2,435
------------------------------------- ------------ ------------ ------------
In the 6 months ended 31 May 2021 notable adjustments to profit
include:
The amortisation of acquisition related intangible assets which
is an annual recurring entry. The Group does not consider these
costs to be part of underlying profitability and treats the cost
consistently period to period.
Other adjusted items:
These are items which are non-recurring and are identified by
virtue of either their size or their nature. These items can
include, but are not restricted to, impairment of held for sale
assets and related transaction costs; exceptional property related
costs; the gain/loss on sale of operations and restructuring and
acquisition costs. As these items are one-off or non-operational in
nature, management considers that they would distort the Group's
underlying business performance.
Property related costs during the period, relate to costs
associated with the new warehouse that is not yet operational but
was acquired at the year end. The Group is treating all one-off
costs or income associated with the warehouse strategy of reducing
from 5 original warehouses to one automated warehouse throughout
all periods of reporting as exceptional for consistency. The
restructuring costs relate to the last tranche of warehouse
consolidation which was announced in 2018 and reflect the
adjustment to the redundancy liability as at 31 May 2021. This is
expected to be paid in 2022 as we complete the warehouse
consolidation.
During 2020 the costs incurred related to the disposal of an
investment asset, the impairment charge on development activity
related to our ERP programme, an adjustment for GMP on our pension
schemes and a gain on sale on a held for sale asset related to the
warehouse consolidation project.
6 . Tax
6 months ended 31 6 months ended 31 Year ended 30 November
May 2021 May 2020 2020
Adjusted Adjustments Total Adjusted Adjustments Total Adjusted Adjustments Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
------------ --------- ------------ -------- --------- ------------ ------- --------- ------------ --------
Profit
before
tax 7,585 (1,218) 6,367 3,547 (1,349) 2,198 13,401 (2,912) 10,489
Tax charge (1,669) 26 (1,643) (841) 151 (690) (2,552) 477 (2,075)
------------ --------- ------------ -------- --------- ------------ ------- --------- ------------ --------
Effective
tax rate 22.0% (2.1%) 25.8% 23.7% (11.2%) 31.4% 19.0% (16.4%) 19.8%
------------ --------- ------------ -------- --------- ------------ ------- --------- ------------ --------
For the interim periods, the ETR is calculated by applying a
forecast full year ETR to the interim results.
The standard rate of corporation tax in the UK for the period is
19%. An increase in the UK corporation tax rate from 19% to 25%
from April 2023 was substantially enacted in May 2021. The deferred
tax position has been updated to reflect this change in
legislation.
7. Earnings per ordinary share
6 months ended 31 6 months ended Year ended 30 November
May 2021 31 May 2020 2020
Profit Weighted Pence Profit Weighted Pence Profit Weighted Pence
after average per share after average per share after average per share
tax number tax number tax number
of shares of shares of shares
GBP000 '000 GBP000 '000 GBP000 '000
Basic
earnings
per ordinary
share:
Basic
earnings 4,724 83,048 5.7 1,508 82,492 1.8 8,414 82,576 10.2
Adjustments
(see note 5) 1,192 - 1.4 1,198 - 1.5 2,435 - 2.9
--------------
Adjusted
basic
earnings 5,916 83,048 7.1 2,706 82,492 3.3 10,849 82,576 13.1
-------------- ------- ---------- ------- ----------- ------- ----------- -----------
Diluted
earnings
per ordinary
share:
Basic
earnings 4,724 83,048 5.7 1,508 82,492 1.8 8,414 82,576 10.2
Effect of
dilutive
potential
ordinary
shares:
share-based
payment
awards - 757 (0.1) - 1,015 - - 888 (0.1)
--------------
Diluted
earnings
per ordinary
share 4,724 83,805 5.6 1,508 83,507 1.8 8,414 83,464 10.1
Adjustments
(see note 5) 1,192 - 1.4 1,198 - 1.4 2,435 - 2.9
--------------
Adjusted
diluted
earnings 5,916 83,502 7.1 2,706 83,507 3.2 10,849 83,464 13.0
-------------- ------- ---------- ------- ----------- ------- ----------- -----------
8. Dividends
Amounts recognised as distributions to equity holders were:
6 months 6 months Year ended
ended ended
31 May 2021 31 May 2020 30 November
2020
GBP000 GBP000 GBP000
------------------------------------ ------------ ------------ ------------
Final dividend for the year ended 2,498 - -
30 November 2020 - 3.0 p per share
(2019: nil p)
Interim dividend for the year ended - - -
30 November 2020 -nil p per share
(2019: nil p)
- - -
------------------------------------ ------------ ------------ ------------
In order to preserve cash during the initial period of the
Covid-19 pandemic the Group did not pay the final dividend in
respect of the year ended 30 November 2019, in 2020 or the interim
dividend for 2020. The Board proposes to pay an interim dividend of
1.7p per share for 2021, at an estimated cost of GBP1,415,533.
9. Trade and other receivables
6 months 6 months Year ended
ended 31 ended 31 30 November
May 2021 May 2020 2020
GBP000 GBP000 GBP000
---------------------------------- ---------- ---------- -------------
Current
Financial assets
Trade receivables 18,527 14,272 22,907
Other receivables 1,372 1,388 1,498
Derivative financial instruments - - -
Accrued income 2,902 3,564 1,997
----------------------------------- ---------- ---------- -------------
22,801 19,224 26,402
Non-financial assets
Prepayments 6,098 5,365 4,915
----------------------------------- ---------- ---------- -------------
28,899 24,589 31,317
---------------------------------- ---------- ---------- -------------
Non-current
Financial assets
Other receivables 63 294 63
----------------------------------- ---------- ---------- -------------
63 294 63
28,962 24,883 31,380
---------------------------------- ---------- ---------- -------------
The Group uses the practical expedient of measuring impairment
using a provision matrix which is consistent with applying a full
credit loss model for the Group. This has been consistently applied
with no significant impact on the net trade receivables
balance.
10. Contract fulfilment assets
6 months 6 months Year ended
ended 31 ended 31 30 November
May 2021 May 2020 2020
GBP000 GBP000 GBP000
------------- ---------- ---------- -------------
Current 1,771 1,124 728
Non-current 2,729 2,729 3,420
4,500 3,853 4,148
------------- ---------- ---------- -------------
Contract fulfilment assets represent investment in contracts
which are recoverable and are expected to provide benefits over the
life of the contract. These costs, which relate to contract set up
costs, are capitalised only when they relate directly to a contract
and are incremental to securing the contract.
11. Trade and other payables
6 months 6 months Year ended
ended 31 ended 31 30 November
May 2021 May 2020 2020
GBP000 GBP000 GBP000
---------------------------------- ---------- ---------- -------------
Current
Financial liabilities
Trade payables 20,029 10,565 20,620
Other taxation and social
security 3,852 7,953 6,847
Other payables 2,944 2,518 2,503
Derivative financial instruments 117 21 76
Accruals 12,922 8,783 10,740
----------------------------------- ---------- ---------- -------------
39,864 29,840 40,786
Non-financial liabilities
Deferred income 15,356 15,296 16,638
55,220 45,136 57,424
---------------------------------- ---------- ---------- -------------
Non-current
Non-financial liabilities
Deferred income:
- due after one year but
within two years 1,628 1,310 1,356
- due after two years but
within five years 1,504 1,645 1.309
- After 5 years 484 150 175
3,616 3,105 2,840
58,836 48,241 60,264
---------------------------------- ---------- ---------- -------------
12. Borrowings
6 months 6 months Year ended
ended 31 ended 31 30 November
May 2021 May 2020 2020
GBP000 GBP000 GBP000
------------------ ---------- ---------- -------------
Bank loan (12,000) (16,000) (5,000)
Capitalised fees 155 303 221
------------------- ---------- ---------- -------------
(11,845) (15,697) (4,779)
------------------ ---------- ---------- -------------
During the period the Group has drawn down GBP7.0 million of the
facility. For details of the facility please see note 31 in the
annual report and financial statements for the year ended 30
November 2020 .
13. Provisions
Dilapidations Employee-related Other Total
restructuring
GBP000 GBP000 GBP000 GBP000
--------------------------- -------------- ----------------- ------- -------
At 1 December 2020 1,236 1,028 2,169 4,433
Utilisation of provisions - (81) (110) (191)
Release of provisions - (33) (552) (585)
Increase in provisions 46 50 70 166
--------------------------- -------------- ----------------- ------- -------
At 31 May 2021 1,282 964 1,577 3,823
--------------------------- -------------- ----------------- ------- -------
14. Defined Benefit Pension Scheme
The Group has both defined benefit and defined contribution
pension schemes. There are three defined benefit pension schemes,
the Research Machines plc 1988 Pension Scheme (the "RM Scheme")
and, following the acquisition of RM Educational Resources Limited
("The Consortium", acquired by the Company on 30 June 2017), the
CARE Scheme and the Platinum Scheme. The RM Scheme and the CARE
Scheme are both operated for employees and former employees of the
Group only. The Platinum Scheme is a multi-employer scheme, with RM
Educational Resources Limited being just one of a number of
employers. The Group plays no active part in managing that Scheme,
and since 30 November 2020 the Group has no employees in this
Scheme.
For all three Schemes, based on the advice of a qualified
independent actuary at each balance sheet date and using the
projected unit method, the administrative expenses and current
service costs are charged to operating profit, with the interest
cost, net of interest on scheme assets, reported as a financing
item.
Defined benefit pension scheme remeasurements are recognised as
a component of other comprehensive income such that the balance
sheet reflects the scheme's surplus or deficit as at the balance
sheet date. Contributions to defined contribution plans are charged
to operating profit as they become payable.
Scheme assets are measured at bid-price, where available, at 31
May 2021. The present value of the defined benefit obligation was
measured using the projected unit method.
Under the guidance of IFRIC 14, the Group is able to recognise a
pension surplus on the balance sheet for all three schemes. At 31
May 2021, the Platinum and RM scheme show a surplus and the CARE
scheme is in deficit.
The Research Machines plc 1988 Pension Scheme (RM Scheme)
The Scheme provides benefits to qualifying employees and former
employees of RM Education Limited, but was closed to new members
with effect from 1 January 2003 and closed to future accrual of
benefits from 31 October 2012. The assets of the Scheme are held
separately from RM Education Limited's assets in a
trustee-administered fund. The Trustee is a limited company.
Directors of the Trustee company are appointed by RM Education Ltd
and by members. The Scheme is a funded scheme.
The most recent actuarial valuation of Scheme assets and the
present value of the defined benefit obligation was carried out for
statutory funding purposes at 31 May 2018 by a qualified
independent actuary. IAS 19 Employee Benefits (revised) liabilities
at 31 May 2019 have been rolled forward based on this valuation's
base data.
As at 31 May 2018, the triennial valuation for statutory funding
purposes showed a deficit of GBP40.6m (31 May 2015: GBP41.8m). The
Group agreed with the Scheme Trustees that it will repay this
amount via deficit catch-up payments of GBP3.7m per annum until 31
May 2026. At 31 May 2021 there were amounts outstanding of GBP0.3m
(2020: GBP0.9m) for one month's deficit payment (2020:3 months) and
GBPnil (2020: GBPnil) for Scheme expenses.
The parent company RM plc has entered into a pension protection
fund compliant guarantee in respect of scheme liabilities. No
liability has been recognised for this within the Company as the
Directors consider that the likelihood of it being called upon is
remote.
The Consortium CARE Scheme
Until 31 December 2005, RM Educational Resources Limited
operated the CARE Scheme providing benefits on both a defined
benefit (final salary-linked) and a defined contribution basis.
From 1 January 2006, the defined benefit (final salary-linked) and
defined contribution sections were closed and all employees,
subject to the eligibility conditions set out in the Trust Deed and
Rules, joined a new defined benefit (Career Average Revalued
Earnings) section. As at 28 February 2011 the Scheme was closed to
future accruals.
The Scheme is subject to the Statutory Funding Objective under
the Pensions Act 2004. A valuation of the Scheme is carried out at
least once every three years to determine whether the Statutory
Funding Objective is met. As part of the process, RM Educational
Resources Limited must agree with the trustees of the Scheme the
contributions to be paid to address any shortfall against the
Statutory Funding Objective. The Statutory Funding Objective does
not currently impact on the recognition of the Scheme in these
accounts. The Scheme is managed by a Board of Trustees appointed in
part by the Company and in part from elections by members of the
Scheme. The Trustees have responsibility for obtaining valuations
of the fund, administering benefit payments and investing Scheme
assets. The Trustees delegate some of these functions to their
professional advisers where appropriate. The valuation of the
Scheme at 31 December 2019 was a deficit of GBP5.9m.
Prudential Platinum Pension
The Consortium acquired West Mercia Supplies in April 2012
(prior to the Company acquiring The Consortium). Upon acquisition
of West Mercia Supplies by The Consortium, a pension scheme was set
up providing benefits on both a defined benefit (final
salary-linked) and a defined contribution basis for West Mercia
employees. The most recent full actuarial valuation was carried out
by the independent actuaries Xafinity on 31 December 2018. Using
the assumptions below the results of the full valuation were
adjusted and rolled forward to form the basis for the current year
valuation. The Scheme is administered within a legally separate
trust from RM Educational Resources Limited and the Trustees are
responsible for ensuring that the correct benefits are paid, that
the Scheme is appropriately funded and that the Scheme assets are
appropriately invested. The valuation of the Scheme at 31 December
2018 was a surplus of GBP213,000 (31 December 2015: deficit of
GBP70,000).
The pension schemes have all seen improvements to their balance
sheet position in the period as shown in the table below
31-May-21 30-Nov-20 31-May-21 30-Nov-20 31-May-21 30-Nov-20
GBP'000 GBP'000 Discount rate RPI %
---------- ---------- ---------------------- ----------------------
RM Scheme 9,522 (12,739) 2.10% 1.60% 3.20% 2.90%
CARE scheme (4,603) (6,579) 2.05% 1.50% 3.20% 2.90%
Platinum scheme 626 665 2.10% 1.60% 3.15% 2.85%
Surplus/(deficit) 5,545 (18,653)
31-May-21
GBP'000
-------------------------------- ----------
Opening (deficit) (18,653)
Gain from changes to financial
assumptions 18,220
Employer contributions 2,211
Return on assets 3,899
Interest (136)
Other items 4
-------------------------------- ----------
Closing surplus 5,545
-------------------------------- ----------
The key areas of sensitivity in respect to the pension surplus /
deficit are the discount rate and RPI
The discount rates improved by between 0.5 and 0.55 percentage
points. This improved the overall pension deficit by c.GBP32m.
Offsetting this discount rate impact is the increase in RPI by 0.3
percentage points which has reduced the surplus by c.GBP15m.
15. Related party transactions
Transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation.
The Group encourages its Directors and employees to be
Governors, Trustees or equivalent of educational establishments.
The Group trades with these establishments in the normal course of
its business.
16. Post balance sheet event
There are no post balance sheet events.
Responsibility statement of the directors in respect of the
half-yearly financial report
We confirm that to the best of our knowledge:
-- the condensed set of financial statements has been prepared
in accordance with IAS 34 Interim Financial Reporting inconformity
with the Companies Act 2006 and as adopted by the EU;
-- the interim management report includes a fair review of the information required by:
c) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules,
being an indication of important events that have occurred during
the first six months of the financial year and their impact on the
condensed set of financial statements; and a description of the
principal risks and uncertainties for the remaining six months of
the year; and
d) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules,
being related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
By order of the Board,
Mark Berry
Chief Financial Officer
6 July 2021
INDEPENT REVIEW REPORT TO RM PLC
We have been engaged by the company to review the condensed set
of financial statements in the half-yearly financial report for the
six months ended 31 May 2021 which comprises the Condensed
Consolidated Income Statement, the Condensed Consolidated Statement
of Comprehensive Income, the Condensed Consolidated Balance Sheet,
the Condensed Consolidated Statement of Changes in Equity, the
Condensed Consolidated Cash Flow Statement and related notes 1 to
16. We have read the other information contained in the half-yearly
financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the condensed set of financial statements.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and
has been approved by, the directors. The directors are responsible
for preparing the half-yearly financial report in accordance with
the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority .
As disclosed in note 2, the annual financial statements of the
group will be prepared in accordance with international accounting
standards in conformity with the requirements of the Companies Act
2006 and International Financial Reporting Standards (IFRSs) as
adopted by the European Union. The condensed set of financial
statements included in this half-yearly financial report has been
prepared in accordance with United Kingdom adopted International
Accounting Standard 34, "Interim Financial Reporting".
Our responsibility
Our responsibility is to express to the Company a conclusion on
the condensed set of financial statements in the half-yearly
financial report based on our review.
Scope of review
We conducted our review in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 "Review of
Interim Financial Information Performed by the Independent Auditor
of the Entity" issued by the Financial Reporting Council for use in
the United Kingdom. A review of interim financial information
consists of making inquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on
Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not
express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that
causes us to believe that the condensed set of financial statements
in the half-yearly financial report for the six months ended 31 May
2021 is not prepared, in all material respects, in accordance with
United Kingdom adopted International Accounting Standard 34 and the
Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority.
Use of our report
This report is made solely to the company in accordance with
International Standard on Review Engagements (UK and Ireland) 2410
"Review of Interim Financial Information Performed by the
Independent Auditor of the Entity" issued by the Financial
Reporting Council. Our work has been undertaken so that we might
state to the company those matters we are required to state to it
in an independent review report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company, for our review
work, for this report, or for the conclusions we have formed.
Deloitte LLP
Statutory Auditor
Birmingham, United Kingdom
6 July 2021
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END
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