Final Results

RNS Number : 1773W
RM PLC
07 February 2017
 



7 February 2017

RM plc

Final Results for the period ending 30 November 2016

 

RM plc ("RM"), a leading education resources, software and services group, reports its final results for the year ending 30 November 2016.

 

HIGHLIGHTS

 

 

Financial

 

 

2016

 

 

2015

 

 

Change

 

 

Statutory revenue

 

RM Resources

RM Results

RM Education

Exited businesses

 

Revenue excluding exited businesses*

 

Adjusted** operating profit

 

Adjusted** operating profit margins

 

Statutory profit after tax

 

 

£167.6m

 

£58.8m

£31.6m

£77.0m

£0.2m

 

£167.5m

 

£18.8m

 

11.3%

 

£11.6m

 

£178.2m

 

£63.5m

£30.7m

£80.2m

£3.7m

 

£174.5m

 

£18.0m

 

10.3%

 

£15.0m

 

- 6.0%

 

- 7.4%

+ 2.8%

- 4.0%

 

 

- 4.0%

 

 + 4.6%

 

+ 0.9pp

 

- 22.2%

 

 

Adjusted** diluted EPS

 

Paid and proposed dividend per share

 

 

17.4p

 

6.00p

 

 

15.8p

 

5.00p

 

 

+ 10.6%

 

+ 20.0%

 

 

Operational

·      A solid performance delivering adjusted operating profits up 4.6% at £18.8m (2015: £18.0m)

·      Adjusted operating margin increases to 11.3% (2015: 10.3%) with revenues down as anticipated by 4% to £167.5m

RM Resources revenues were down 7.4% as difficult UK market conditions were partially offset by continued growth in international

Another year of revenue and profit growth in RM Results supported by new e-assessment contracts and extensions to key customer agreements

RM Education continued its transition to a software and services provider with 61% recurring annuity revenues and increased profits whilst making further progress in reshaping the division

 

·      Profit after tax was £11.6m (2015: £15.0m), with the reduction from 2015 being due primarily to a property provision release of £2.4m in the prior year and a £2.1m charge in 2016 for restructuring and acquisition costs

·      Strong cash balance of £40m delivered by improving cash conversion of 84%

·      Pension deficit increases to £34.8m (2015: £21.9m) as liabilities have been impacted by lower market discount rates

·      Full year paid and proposed dividend increased by 20% to 6.00p ***

·      Proposed acquisition of the Education & Care business of Connect Group plc for a purchase price of £56.5 million announced today

·      Market conditions expected to remain challenging in the short term, which will require continued management focus to deliver operating margins

 

Commenting on the results, David Brooks, Chief Executive of RM, said:

"2016 has been another year of delivering a solid set of results, in which we have reported improved profitability and increased operating margins and are proposing a further increase in our dividend.

We are also pleased to have announced the proposed acquisition of the Education & Care business of Connect Group plc. This acquisition, in combination with our existing RM Resources operation, would provide a number of strategic and operational benefits."

 

 

* Revenue, adjusted profit and margin numbers exclude Space Kraft Limited which was sold in December 2015.

** Adjusted operating profit is before the amortisation of acquisition related intangible assets; impairment of held for sale assets and related transition costs; the gain/(loss) on sale of operations; share-based payment charges; restructuring provision movements, acquisition costs, changes in the provision for dilapidations and onerous lease contracts and exceptional credit on the Defined Benefit Pension Scheme and excludes Space Kraft Limited.

*** The expected timetable for the final dividend and Annual General Meeting is as follows:

Ex-dividend date for 2016 final dividend (4.50 pence per share)

16 March 2017

Record date for 2016 final dividend

17 March 2017

AGM

22 March 2017 at 11.30 a.m.

Payment of 2016 final dividend

21 April 2017

 

References to times are to Greenwich Mean Time. If any of the above times or dates should change, the revised times and/or dates will be notified to shareholders by an announcement on a Regulatory Information Service. Payment of the 2016 final dividend is subject to the approval by shareholders of the final dividend.

 

 

Contacts

RM plc

 

FTI Consulting

David Brooks, Chief Executive Officer

Chris Lane / Elena Kalinskaya 

Neil Martin, Chief Financial Officer

08450 700 300

020 3727 1000

 

Chairman's Statement

 

2016 was a year of good progress for RM.  Although revenue declined as expected, adjusted operating profits and margins improved compared with the prior year.  Cash conversion also improved markedly and we finished the year with net cash of £40 million.

RM Resources saw a decline in revenues compared with the prior year during which school expenditure on curriculum resources was higher due to primary school curriculum change.  Schools were also impacted by unfunded increases in pension and National Insurance costs.  International revenues continued to grow and the Division's margins were maintained.

RM Results delivered good revenue and profit growth supported by an expanded e-testing managed service contract.  The Division's future market position was further strengthened by the renewal of several long term contracts and the securing of an e-assessment contract which, for the first time, combines both e-testing and e-marking.

RM Education revenues declined as a result of its continued reshaping whilst profitability grew and operating margins improved.  A further step was undertaken towards the end of the year to remove UK headcount from the lowest margin parts of the business.  2017 will be the last year in which BSF contracts are a significant contributor.  Recurring annuity revenues are running at over 60% of the total.

The Group continues to have a strong balance sheet, with cash and short term deposits at the year-end of £40.0 million (2015: £48.3 million).  This was after a £12 million pension contribution in the year which included a one off £8 million payment associated with the May 2015 triennial valuation.

The Board is recommending a final dividend of 4.50 pence per share which would constitute, at 6.00 pence per share in total, an increase of 20% over the prior year.  This demonstrates the previously stated intention to progress towards a more appropriate level of dividend cover.  The proposed dividend would result in cover of 2.9 times. 

The Company has agreed to buy the Education & Care business of Connect Group plc, for a purchase price of £56.5 million. This acquisition, which is expected to complete in the first half of 2017, would complement the existing RM Resources business and is expected to be accretive to the Company's adjusted earnings per share in the first year. Completion is conditional inter alia upon shareholder approval and clearance from the Competition & Markets Authority.

The outlook for 2017 is affected by continued pressure on school budgets and adverse changes in foreign exchange rates following the EU Referendum result.  However, management is focussed on all three divisions continuing to deliver sound operating margins.

 

John Poulter

Chairman

7 February 2017

 

 

Extract from Strategic Report

 

RM plc is a leading education resources, software and services group.  The education sector remains the Company's focus as we target delivering sustainable shareholder returns with a resilient and efficient operating model.  RM is now delivering double digit adjusted operating margins and a high return on capital employed.  

 

Operating Review

 

The Group is structured in three operating divisions, each with its own managing director and management team with some staff functions provided centrally.  Approximately 36% (2015: 33%) of Group headcount is based in India, providing support services and software development to the operating divisions.

 

 

RM Resources

 

The RM Resources Division consists of the operating business TTS. 

 

TTS provides education resources used in schools through a predominantly direct marketing business model with goods supplied from large, centralised UK distribution centres.  Products supplied are a mix of third party branded and TTS own IPR items manufactured by a network of third party suppliers with a focus on specialist curriculum resources.

 

The Division's strategy is to grow its market share in the provision of resources to schools, early years and special educational needs markets via direct catalogue and online sales, both in the UK and internationally. 

 

After several years of growth RM Resources revenues decreased by 7.4% to £58.8 million (2015: £63.5 million), with a decline in UK sales partially offset by continued international revenue growth.  The decline in the UK was driven by much tighter budgets in primary schools and the end of curriculum change spend that had benefitted FY14 and FY15.  International now represents over 20% of revenue in this Division.

 

Divisional adjusted operating margins remained stable at 17.3% (2015: 17.5%) reflecting the cost reduction activity undertaken once it was clear that schools and nurseries would spend less on curriculum resources in the year.  Adjusted operating profit was £10.2 million (2015: £11.1 million). 

 

TTS UK

 

Revenue in the UK declined by 10.6% to £46.8 million (2015: £52.2 million).  The market has been significantly down this year, impacted by one-off unfunded increases in teacher pension and National Insurance costs that had to be absorbed within primary school budgets.  The Company estimates that the market for specialist curriculum resources, an area in which TTS has historically been very strong, has declined by 11% as primary schools and nurseries focus their resources budgets on commodity items, essential in this tighter budgetary environment.

 

The Company continues to invest in the TTS online channel.  Online orders now make up 35.2% of UK direct marketing sales.

 

The Board expects the UK education resources market to continue to be tough as a result of increased pressure on the discretionary element of school budgets.  The Company's focus continues to be on maintaining sector leading margins while looking to retain its strong market position as a specialist curriculum resources supplier.

 

TTS International

Revenue from international sales to overseas resellers and international schools increased by 7.5% to £12.0 million (2015: £11.1 million).  This was driven by strong growth of TTS own IPR products through reseller channels more than offsetting a decline in sales to international schools in which the prior year benefited from a large order, in excess of £1 million, from a customer in the Middle East which was not repeated.  The Board expects international revenues to continue to grow in the coming year.

 

 

RM Results

 

The RM Results business provides IT software and services to exam boards and professional awarding bodies to allow e-assessment through the use of onscreen exam marking (e-marking) and onscreen testing (e-testing).  In addition, the Division manages and analyses educational data on behalf of the UK central government. 

 

The strategy is to grow the e-assessment business through expanding the scope of solutions to existing customers and to win new customers in both the UK and overseas markets.  Software and services are provided through a combination of proprietary and third party, in-house and outsourced arrangements.  Internationally, the business is expected to develop through partnerships and software licensing rather than as a service based activity.

 

Revenue increased by 2.9% to £31.6 million (2015: £30.7 million).  The e-assessment part of the business grew strongly by 10.8% which more than offset the planned reduction in the Data business (15%).  Adjusted operating margins increased further to 21.5% (2015: 18.1%).  Adjusted operating profit increased by 21.4% on the prior year to £6.8 million (2015: £5.6 million).

 

During the year the business successfully secured several new contracts and extensions to existing contracts including a new five year e-testing contract with the Institute of Chartered Accountants in England and Wales (ICAEW).  ICAEW has been a customer for e-marking for a number of years and RM Results now provides them with an end-to-end e-assessment offering.

 

In November 2016, the Council for Curriculum, Examinations and Assessment in Northern Ireland (CCEA) signed a contract for the provision of e-marking services for a further two years.

 

During the year the contract with the Scottish Qualifications Authority to provide e-marking services for exam scripts in Scotland was extended to February 2018 with the option to extend by a further year.   

 

In July 2016 a five year contract to develop and operate an e-assessment platform for the delivery of English Language tests in 130 countries was signed with Cambridge Assessment. 

 

In addition to the above RM Results has been selected as the Preferred Bidder for the provision of a Global Assessment Platform to Oxford University Press's (OUP) English Language Teaching division. The proposed five year contract provides item and test authoring, online test delivery and online marking of a range of OUP English Language testing products through an integrated technology platform.

 

The Data business is heavily dependent on the Department for Education, principally through the National Pupil Database contract. RM Results and the Department for Education are in positive discussions over RM continuing to provide data related services to the Department for Education. 

 

The Board is targeting the growth opportunities in e-assessment to more than outweigh reduced revenues in the Data business, thereby allowing the Division to maintain good operating margins.

 

 

RM Education

 

RM Education is a UK focused business supplying IT software and services to schools and colleges. 

 

After several years of double digit revenue decline, following the move away from hardware and a reduction in new school openings under the Building Schools for the Future (BSF) programme, revenue decline slowed significantly to 4.0%.  The Division turned over £77.0 million (2015: £80.2 million).  Adjusted operating profit margins increased to 7.6% (2015: 6.8%).  Adjusted operating profit increased to £5.8 million (2015: £5.5 million).

 

The Division's strategy is to move increasingly to recurring revenue streams while improving margins.  The business is successfully delivering this strategy through the increasing adoption of its portfolio of services and software products by existing and new UK school and college customers.  Recurring annuity revenues were over 60% in 2016 which has increased significantly since 2013 levels (36.5%). 

 

Market trends affecting the business include the demand from schools for solutions which are low-cost yet can cope with an increasingly diverse range of technologies.  In addition, in the last five years, purchasing decisions in England have been increasingly devolved to schools, away from central government and local authorities.  RM Education is starting to see an evolving trend of schools who are part of Multi-Academy Trust chains (MATs) looking to source IT centrally as a MAT, therefore representing a return towards a more aggregated purchasing model. 

 

The RM Education business is made up of Managed Services - IT outsourcing (43% of revenue), Digital Platforms - Cloud based software offerings (9%) and Infrastructure (48%) - generally lower margin solutions aimed at schools who want to run their own IT.  The primary focus for this business going forward is in the Managed Services and Digital Platform areas.  During the year the Infrastructure part of this Division was restructured away from some of the lowest margin transactional elements such as network infrastructure, network installation and third party hardware sales.  This led to a reduction of c.10% of RM Education's UK staff and a one-off exceptional charge in the year of £1.6 million.

 

Managed Services

The Managed Services offering is primarily the provision of full IT outsourcing services to UK schools and colleges.  Managed Services revenues increased by 2.8% to £33.1 million (2015: £32.2 million).  Retention rates of existing customers increased during the year to 97%.  In addition, 54 new schools signed managed services contracts in the year.

 

A proportion of the Division's managed service contracts are subject to long-term project accounting policies, in particular those relating to BSF.  Consequently, as these contracts progress towards completion, profits continue to benefit from the effects of good operational performance, risk mitigation and cost control. 

 

Digital Platforms

These include established products such as RM Integris (RM's cloud based school management system) as well as newer offerings including RM Unify.  Digital Platforms revenues decreased by 9.1% to £7.0 million (2015: £7.7 million) as legacy products such as RM EasiTeach and RM EasiMaths come to their natural end of life.  Underlying sales in RM Integris and RM Unify, the two cloud platforms that the Company is investing in, together grew by 3.5% to £6.1 million.

 

Going forward, the priority areas of focus are on winning new RM Integris primary, secondary and Multi-Academy Trust customers and on progressing the RM Unify proposition and profile through embedding and expanding system usage amongst existing customers, alongside ensuring the renewal of our Scottish schools digital network contract (Glow) in December 2017, which constitutes a large proportion of the current RM Unify user base.

 

Infrastructure

Infrastructure is a very tight margin business including the tools, products and services to help schools manage their own IT. Revenues decreased by 8.2% to £37.0 million (2015: £40.3 million) as the Division continues to move away from lower margin transactional business.  As highlighted above, during the year the Division restructured this area and reduced the UK workforce.  This acceleration of exiting some of the lowest margins elements of the Infrastructure business will not alter the overall profitability of this area but will see revenue decline by double digits in 2017.

 

 

 

RM India

As at 30 November 2016, RM's operation in Trivandrum accounted for 36% of Group headcount (2015: 33%).

 

The Indian operation provides services solely to RM Group companies.  Activities include software development, customer and operational support and back office shared service support (e.g. customer order entry, IT, finance and HR) and administration.

 

 

Employees

Average Group headcount for the year was 1,822 (2015: 1,860), which is comprised of 1,634 (2015: 1,645) permanent and 188 (2015: 215) temporary or contract staff, of which 1,173 (2015: 1,294) were located in the UK and 649 (2015: 566) in India. At 30 November 2016 headcount was 1,731 (2015: 1,899).

 

The following table sets out a more detailed summary of the permanent staff employed as at 30 November 2016:


Male

Female

Executive Directors

2 (100%)

0 (0%)

Senior Managers (excluding Executive Directors)

42 (76%)

13 (24%)

All employees

1,063 (67%)

528 (33%)

 

The Company is committed to offering equal employment opportunities and its policies are designed to attract, retain and motivate the best staff regardless of gender, sexual orientation, race, religion, age or disability.  The Group gives proper consideration to applications for employment when these are received from disabled persons and will employ them in posts whenever suitable vacancies arise.  Employees who become disabled are retained whenever possible through retraining, use of appropriate technology and making available suitable alternative employment.

 

The Group encourages the participation of all employees in the operation and development of the business and has a policy of regular communications.  The Group incentivises employees and senior management through the payment of bonuses linked to performance objectives, together with the other components of remuneration detailed in the Remuneration Report.

 

The Group has a wide range of other written policies, designed to ensure that it operates in a legal and ethical manner.  These include policies related to health and safety, 'whistle blowing', anti-bribery and corruption, business gifts, grievance, career planning, parental leave, systems and network security.  All of RM's employment policies are published internally.

 

 

Acquisition

As announced on 7 February 2017, the Company has agreed to buy the Education & Care business of Connect Group plc, for a purchase price of £56.5 million. Completion is conditional inter alia upon shareholder approval and clearance from the Competition & Markets Authority. This acquisition, which is expected to complete in the first half of 2017, would complement the existing TTS business and is expected to be accretive to the Company's adjusted earnings per share in the first year.

 

 

Group Financial Performance

Group revenue declined by 5.9% to £167.6 million (2015: £178.2 million) as anticipated on a statutory basis and by 4.0% to £167.5 million (2015: £174.5 million) on a like-for-like adjusted basis excluding exited businesses.

 

Details of the adjustments to operating profit quoted within this report can been seen in note 2 to the financial statements.

 

To provide a better understanding of underlying business performance, amortisation charges relating to acquisition related intangible assets, share-based payment charges, restructuring provision movements, acquisition costs and other items of an exceptional nature have been disclosed in an adjustments column in the Income Statement to give 'Adjusted' results.  Note 2 to these financial statements identifies these adjustments highlighting recurring and non-recurring items.

 

Adjusted operating profit margins increased again this year from 10.2% in 2015 to 11.1%.  Despite the decline in revenue, adjusted operating profit increased to £18.8 million (2015: £18.2 million). On a statutory basis, operating profit was £15.9 million (2015: £19.6 million), with adjustments principally being a provision of £1.6 million for re-structuring, £0.5 million of acquisition costs and share based payments charges of £1.0 million.  In 2015, there was a provision release associated with an onerous lease property contract which improved operating profits by £2.4 million.

 

The Group generated an unadjusted statutory profit before tax of £15.1 million (2015: £19.2 million).

 

The total tax charge within the Income Statement for the year was £3.5 million (2015: £4.3 million).  The Group's tax charge for the period, measured as a percentage of profit before tax, was 23% (2015: 22%). The increase is principally due to a higher level of expenses that are not deductible for tax purposes, primarily due to the capital costs related to the disposal of SpaceKraft Ltd in December 2015, and timing differences which offset the reduction in the UK corporate tax rate. Adjusted basic earnings per share were 17.4 pence (2015: 16.2 pence).  Statutory basic earnings per share were 14.4 pence (2015: 18.5 pence) and statutory diluted earnings per share were 14.4 pence (2015: 17.8 pence).

 

RM generated cash from operations for the year of £13.4 million (2015: £10.9 million), which represents a cash conversion from operating profit of 84%. Cash and short-term deposits decreased to £40.0 million (2015: £48.3 million) despite payments of £12.0 million in the year to the Company's defined benefit pension scheme, which included a one-off £8.0 million payment which was part of the 2015 triennial valuation. The lowest cash and short-term deposit position during the year due to seasonal cash flows was £19.4 million.

 

Cash generated from operations is expected to continue to be less than operating profit in the year ahead, reflecting the reversal of a favourable working capital position related to long-term contracts.

 

 

Dividends

The total dividend paid and proposed for the year has been increased by 20% to 6.00 pence per share (2015: 5.00 pence).  This is comprised of the interim dividend of 1.50 pence per share and, subject to shareholder approval, a proposed final dividend of 4.50 pence per share.  The estimated total cost of normal dividends paid and proposed for 2016 is £4.9 million (2015: £4.1 million). This increased dividend proposal reduces the dividend cover ratio from 3.2 to 2.9 times.

 

 

Defined Benefit Pension Scheme ("Scheme")

At 30 November 2016, the IAS 19 scheme deficit (pre-tax) was £34.8 million (2015: £21.9 million). This increase in Scheme deficit results primarily from a reduction in the discount rate to 3.00% from 3.85% in the previous year, following a significant reduction in UK corporate bond yields over that period, resulting in a higher present value of liabilities of the Scheme.

 

 

Impact of the EU Referendum vote

The change in economic conditions following the June 23rd referendum decision on UK's membership of the EU has had two immediate impacts. First, the Group has foreign currency denominated costs that outweigh foreign currency denominated revenues and, as a consequence of the changes in exchange rates, has identified a circa £2 million potential impact from this exposure in the year ending 30 November 2017. The Group will look at actions to mitigate a proportion of the increased costs. In 2016 we were protected against these movements as a result of our hedging arrangements that were in place.

 

Secondly, changes in UK Gilt rates that have followed the referendum result have also had a negative impact on the IAS19 valuation of the Company's defined benefit pension scheme.

 

The referendum result has not changed the UK Government's policy of ring fencing funding for priority areas and, therefore, there is no foreseen impact on education funding.

 

 

Going Concern

 

The financial position, cash flows and liquidity position are described in the financial statements and the associated notes.  In addition, the notes to the financial statements include RM's objectives, policies and processes for managing its capital, its financial risk management objectives, and its exposure to credit and liquidity risk.  Having reviewed the future plans and projections for the business, the principal risks that could impact on the group's liquidity and solvency over the next 12 months and its current financial position, the Board believes that RM is well placed to manage its business risks successfully.  Therefore, the Board has a reasonable expectation that RM has adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report.  For this reason, it continues to adopt the going concern basis of accounting in preparing the annual financial statements.

 

In relation to the proposed acquisition of the Education & Care business of Connect Group plc detailed earlier in this Strategic Report, the Group has secured a £75 million revolving credit facility with Barclays Bank plc and HSBC Bank plc in anticipation of the completion of the acquisition. As is usual for such a facility, there are financial covenants that will need to be adhered to over the term of the lending. The Directors have carried out additional due diligence and consider that, should the transaction complete within the timeframe that is currently envisaged, the combined group will be able to comply with the terms of these arrangements.  Further details are given in the Directors' Report.

 

 

Financial Viability Statement

 

In accordance with the UK Corporate Governance code, in addition to an assessment of going concern, the Directors have also considered the prospects of the Company over a longer time period. The period of assessment chosen is three years, which is consistent with the time over which the Company's medium-term financial plans are prepared. These financial plans include Income Statements, Balance Sheets and Cash Flow Statements. They have been assessed by the Board in conjunction with the principal risks of the Company, which are documented within the Principal Risks and Uncertainties section below, along with their mitigating actions.

 

The Board considers that the principal risks which have the potential to threaten the Company's business models, future performance, solvency or liquidity over the three year period are:

 

1.     Public policy risk - UK education policy priority changes or restrictions in government funding due to fiscal policy.

2.     Operational execution - including:

a.     RM Results operational performance over peak examination marking periods

b.     significantly increased working capital requirements within the RM Education and RM Results long-term contract portfolios and requirements in evolving RM Education business models

c.     major adverse performance in a key contract or product which results in negative publicity and which damages the Group's brand

3.     Business continuity - an event impacting the Group's major buildings, systems or infrastructure components. This would include a major incident at TTS's main warehouse.

4.     Strategic risks - loss of a significant contract which underpins an element of a division's activity.

5.     Defined Benefit Pension Scheme - funding of the Scheme deficit in adverse market conditions.

Having assessed the above risks, singularly and in combination, and via sensitivity analysis, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period of assessment and are not aware of any reason that viability would be an issue for the foreseeable period after this.

 

In relation to the proposed acquisition of the Education & Care business of Connect Group plc detailed earlier in this Strategic Report, the Directors have considered the additional risks as part of the acquisition working capital due diligence that could arise as a result.  These include considering the impact of the additional £75 million facility that will be used to finance the acquisition. Having completed the analysis and considered those risks, the Directors have a reasonable expectation that the Company will continue in operation and meet its liabilities as they fall due over the three year period of assessment and are not aware of any reason why the Company's viability would be an issue for the foreseeable period after this.

 

 

Environmental Matters

 

The Group's impact on the environment, and its policy in relation to such matters, are noted in the Directors' Report.

 

 

Principal Risks and Uncertainties

 

The management of the business and the execution of the Company's strategy are subject to a number of risks.  Risks are reviewed by the Executive Committee, Audit Committee and Board. The Board confirms that it has carried out a robust assessment of the principal risks facing the Group and appropriate processes have been put in place to monitor and mitigate them, further details of which are given in the Corporate Governance Report.  The key business risks for the Group are set out in the table below. 

 

Risk

Description and likely impact

Mitigation

Public policy

The majority of RM's business is funded from UK government sources.  Changes in political administration, or changes in policy priorities, might result in a reduction in education spending, leading to a decline in market size.

 

UK government funding in the education sector is constrained by fiscal policy.

 

Global economic conditions might result in a reduction in budgets available for public spending generally and education spending specifically.

The Company seeks to understand the education policy environment by regular monitoring of policy positions and by building relationships with education policy makers.

 

The Group's three divisions have diverse revenue streams and product/service offerings.

 

The Company's strategy is to focus on areas of education spend which are important to meet customers' objectives. Where the revenues of an individual business is in decline, management seeks to ensure that the cost base is adjusted accordingly.

 

Education practice

Education practices and priorities may change and, as a result, RM's products and services may no longer meet customer requirements, leading to a risk of lower revenue.

The Company seeks to maintain knowledge of current education practice and priorities by maintaining close relationships with customers.

Operational execution

RM provides sophisticated products and services, which require a high level of technical expertise to develop and support, and on which its customers place a high level of reliance, any significant operational failure would result in reputational damage and increased costs.

 

RM is engaged in the delivery of large, multi-year projects, typically involving the development and integration of complex ICT systems, and may have liability for failure to deliver on time.

 

 

The Company invests in maintaining a high level of technical expertise. 

 

Internal management control processes are in place to govern the delivery of projects, including regular reviews by relevant management.  The operational and financial performance of projects, including future obligations, the expected costs of these and potential risks are regularly monitored by management.

 

 

Data and business continuity

RM is engaged in storing and processing personal data, where accuracy, privacy and security are important.  Any significant security breach could damage reputation and impact future profit streams.

 

The Group would be significantly impacted if, as a result of a major incident, one of its major buildings, systems or infrastructure components could not function for a long period of time.

The Company's IS function has invested in developing its Data Centres, and has been successfully certified to ISO/IEC 27001:2005 for the provision of systems, information and hosting services.

 

The Company has established a Security and Business Continuity Committee to oversee the security aspects of the Group's information systems.  This covers data integrity and protection, defence against external threats (including cyber risks) and disaster recovery.

 

The Group seeks to protect itself against the consequences of a major incident by implementing a series of back up and safety measures.

 

The Group has property and business interruption insurance cover.

People

RM's business depends on highly skilled employees.  Failing to do so could impact operationally on ability to deliver contractual commitments.

The Company seeks to be an attractive employer and regularly monitors the engagement of its employees.  The Company has talent management and career planning programmes.

Innovation

The IT market is subject to rapid, and often unpredictable, change.  As a result of inappropriate technology choices, the Group's products and services might become unattractive to its customer base.

 

The Group's continued success depends on developing and/or sourcing a stream of innovative and effective products for the education market and marketing these effectively to customers.

The Company monitors technology and market developments and invests to keep its existing products, services and sales methods up-to-date, as well as seeking out new opportunities and initiatives. 

 

The Group works with teachers and educators to understand opportunities and requirements.

 

Dependence on key contracts

The performance of the RM Education and RM Results Divisions are dependent on the winning and extension of long-term contracts with government,
local authorities, examination boards and commercial customers.

The Company invests in maintaining a high level of technical expertise and on building effective working relationships with its customers.  The Company has in place a range of customer satisfaction programmes, which include management processes designed to address the causes of customers' dissatisfaction.

Pension

The Group operates a defined benefit pension scheme in the UK, which is in deficit.  The scheme deficit can adversely impact the net assets position of the trading subsidiary RM Education Ltd.

The Scheme was closed to new entrants in 2003 and closed to future accrual of benefits in October 2012.

 

A pension escrow account was established in 2014 to fund risk mitigation exercises.  The first of these was completed in October 2014 with the purchase of a pensioner buy-in from an insurance company and in the year a flexible retirement option exercise was conducted.

 

The Company evaluates risk mitigation proposals with the Scheme trustee.

Financial - capital

The Company's ability to pay dividends to shareholders depends on having sufficient distributable reserves in the holding company, RM plc.   The Group is reliant on continued dividend distribution from subsidiaries, principally TTS, and ensuring no significant impairment of RM plc's carrying assets.

The Company monitors the level of distributable reserves in RM plc and subsidiary companies and considers their ability to make dividend payments, via the holding company, to the shareholders.

 

 

 

David Brooks

Chief Executive Officer

7 February 2017

 

Directors' responsibilities statement

 

The responsibility statement below has been prepared in connection with the Company's full Annual Report and Accounts for the year ended 30 November 2016. Certain parts are not included within this announcement.

 

Each of the Directors, whose names and functions are listed at the front of the Annual Report, confirm that, to the best of their knowledge:

 

·      the Group financial statements, which have been prepared in accordance with IFRSs, as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

·      the information contained in the Strategic Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

 

The responsibility statement was approved by the Board of Directors on 7 February 2017 and is on its behalf by:

 

 

 

Greg Davidson

Company Secretary

7 February 2017

 

 

CONSOLIDATED INCOME STATEMENT









for the year ended 30 November 2016











Year ended 30 November 2016


Year ended 30 November 2015



Adjusted

Adjustments

Total


Adjusted

Adjustments

Total


Note

£000

£000

£000


£000

£000

£000










Revenue

2

167,615

-

167,615


178,228

-

178,228

Cost of sales


(100,365)

-

(100,365)


(109,316)

-

(109,316)

Gross profit


67,250

-

67,250


68,912

-

68,912

Operating expenses

2

(48,421)

(2,907)

(51,328)


(50,713)

1,392

(49,321)

Profit from operations


18,829

(2,907)

15,922


18,199

1,392

19,591

Investment income

3

279

-

279


409

894

1,303

Finance costs

4

(1,012)

(74)

(1,086)


(1,510)

(149)

(1,659)

Profit before tax


18,096

(2,981)

15,115


17,098

2,137

19,235

Tax

5

(3,941)

472

(3,469)


(3,984)

(289)

(4,273)

Profit for the year


14,155

(2,509)

11,646


13,114

1,848

14,962



















Earnings per ordinary share









- basic

6

17.4p


14.4p


16.2p


18.5p

- diluted

6

17.4p


14.4p


15.6p


17.8p

Paid and proposed dividends per share









- interim

7



1.50p




1.20p

- final

7



4.50p




3.80p

Adjustments to results have been presented to give a better guide to business performance (see note 2).










All amounts were derived from continuing operations.









 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 November 2016













Year ended
30 November 2016

 Year ended
 30 November 2015





Note


£000


£000










Profit for the year






11,646


14,962

Items that will not be reclassified subsequently to profit or loss







Defined Benefit Pension Scheme remeasurements






(23,555)


2,402

Tax on items that will not be reclassified subsequently to profit or loss


5


3,970


(950)

Items that are or may be reclassified subsequently to profit or loss






Fair value gain/(loss) on hedged instruments






515


(180)

Exchange gain/(loss) on translation of overseas operations




261


(80)

Tax on items that are or may be reclassified subsequently to profit or loss


5


32


(36)

Other comprehensive (expense)/income






(18,777)


1,156

Total comprehensive (expense)/income for the year attributable to equity holders



(7,131)


16,118

 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY








for the year ended 30 November 2016












Share capital

Share premium

Own shares

Capital redemption reserve

Hedging reserve

Translation reserve

Retained earnings

Total


Note

£000

£000

£000

£000

£000

£000

£000











At 1 December 2014


1,889

27,018

(2,950)

94

544

(304)

(18,177)

8,114

Profit for the year


-

-

-

-

-

-

14,962

14,962

Other comprehensive (expense)/income


-

-

-

-

(180)

(80)

1,416

1,156

Total comprehensive (expense)/income


-

-

-

-

(180)

(80)

16,378

16,118

Transactions with owners of the Company










Shares issued


1

17

-

-

-

-

-

18

Sale of shares held in staff share scheme


-

-

-

-

-

-

55

55

Share-based payment awards exercised


-

-

2,910

-

-

-

(3,038)

(128)

Purchase of own shares


-

-

(2,470)

-

-

-

-

(2,470)

Share-based payment fair value charges


-

-

-

-

-

-

864

864

Ordinary dividends paid

7

-

-

-

-

-

-

(3,424)

(3,424)

At 30 November 2015


1,890

27,035

(2,510)

94

364

(384)

(7,342)

19,147

Profit for the year


-

-

-

-

-

-

11,646

11,646

Other comprehensive (expense)/income


-

-

-

-

515

261

(19,553)

(18,777)

Total comprehensive (expense)/income


-

-

-

-

515

261

(7,907)

(7,131)

Transactions with owners of the Company










Share-based payment awards exercised


-

-

840

-

-

-

(1,450)

(610)

Purchase of own shares


-

-

(317)

-

-

-

-

(317)

Share-based payment fair value charges


-

-

-

-

-

-

1,006

1,006

Ordinary dividends paid

7

-

-

-

-

-

-

(4,299)

(4,299)

At 30 November 2016


1,890

27,035

(1,987)

94

879

(123)

(19,992)

7,796











 

CONSOLIDATED BALANCE SHEET








At 30 November 2016

At 30 November 2015



Note

£000

£000

Non-current assets





Goodwill



14,067

14,067

Acquisition related intangible assets



-

8

Other intangible assets



704

562

Property, plant and equipment



6,219

7,059

Other receivables


8

1,153

1,168

Deferred tax assets


5

8,793

6,121




30,936

28,985

Current assets





Inventories



10,689

10,862

Trade and other receivables


8

24,403

25,592

Cash and short-term deposits


9

39,987

48,320

Assets held for sale



-

1,162




75,079

85,936

Total assets



106,015

114,921

Current liabilities





Trade and other payables


10

(54,521)

(64,974)

Tax liabilities



(1,259)

(2,787)

Provisions


11

(3,536)

(2,077)

Liabilities directly associated with assets classified as held for sale



-

(549)




(59,316)

(70,387)

Net current assets



15,763

15,549

Non-current liabilities





Other payables


10

(971)

(662)

Provisions


11

(3,157)

(2,864)

Defined Benefit Pension Scheme obligation



(34,775)

(21,861)




(38,903)

(25,387)

Total liabilities



(98,219)

(95,774)

Net assets



7,796

19,147






Equity attributable to shareholders





Share capital


12

1,890

1,890

Share premium account



27,035

27,035

Own shares



(1,987)

(2,510)

Capital redemption reserve



94

94

Hedging reserve



879

364

Translation reserve



(123)

(384)

Retained earnings - (deficit)



(19,992)

(7,342)

Total equity



7,796

19,147

 

CONSOLIDATED CASH FLOW STATEMENT




for the year ended 30 November 2016





Year ended
30 November 2016

Year ended
30 November 2015


Note

£000

£000

Profit before tax


15,115

19,235

Investment income

3

(279)

(1,303)

Finance costs

4

1,086

1,659

Profit from operations


15,922

19,591

Adjustments for:




Impairment of non-acquisition related intangible assets


77

150

Amortisation of acquisition-related intangible assets


8

303

Amortisation of non-acquisition related intangible assets


239

297

Depreciation and impairment of property, plant and equipment


2,223

2,406

Gain on sale of operations


(135)

(65)

Gain on disposal of property, plant and equipment


(5)

(95)

Loss on foreign exchange derivatives


684

133

Share-based payment charge


1,006

864

Increase/(decrease) in provisions


2,557

(716)

Defined Benefit Pension Scheme administration cost


845

530

Operating cash flows before movements in working capital


23,421

23,398

Decrease/(increase) in inventories


173

(707)

Decrease in receivables


1,056

6,102

Decrease in trade and other payables


(10,338)

(14,369)

Utilisation of onerous lease and dilapidations provisions

11

(345)

(2,186)

Utilisation of employee-related restructuring provisions

11

(184)

(1,166)

Utilisation of other provisions

11

(396)

(132)

Cash generated from operations


13,387

10,940

Defined benefit pension scheme cash contributions


(11,984)

(3,984)

Tax paid


(3,567)

(171)

Borrowing facilities arrangement and commitment fees


(422)

(447)

Income on sale of finance lease debt


6

45

Net cash inflow from operating activities


(2,580)

6,383

Investing activities




Interest received


255

364

Repayment of loans by third parties


16

18

Proceeds from sale of other receivables

2

-

1,586

Proceeds from sale of operations


759

-

Proceeds on disposal of property, plant and equipment


43

165

Purchases of property, plant and equipment


(1,333)

(1,576)

Purchases of other intangible assets


(456)

(322)

Amounts transferred from short term deposits

9

2,986

-

Net cash generated by/(used in) investing activities


2,270

235

Financing activities




Dividends paid

7

(4,299)

(3,424)

Repayment of capital obligations under vehicle finance leases


-

(244)

Proceeds of share capital issue, net of share issue costs


-

18

Proceeds from sale of shares held in Staff Share Scheme


-

55

Purchase of own shares


(317)

(2,470)

Satisfaction of share-based payment awards


(610)

(128)

Net cash used in financing activities


(5,226)

(6,193)

Net (decrease)/increase in cash and cash equivalents


(5,536)

425

Cash and cash equivalents at the beginning of the year

9

42,320

41,893

Effect of foreign exchange rate changes


189

2

Cash and cash equivalents at the end of the year

9

36,973

42,320

 

1. Preliminary announcement

The preliminary results for the year ended 30 November 2016 have been prepared in accordance with those International Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and adopted for use in the EU and therefore comply with Article 4 of the EU IAS Regulation applied in accordance with the provisions of the Companies Act 2006. However, this announcement does not contain sufficient information to comply with IFRS. The Group expects to publish a full Strategic Report, Directors' Report and financial statements which will be delivered before the Company's annual general meeting on 22 March 2017. The full Strategic Report and Directors' Report and financial statements will be published on the Group's website at www.rmplc.com.

The financial information set out in this preliminary announcement does not constitute the Group's statutory accounts for the year ended 30 November 2016.  Statutory accounts for 2015 have been delivered to the Registrar of Companies and those for 2016 will be delivered following the Company's annual general meeting. The auditor's reports on both the 2016 and 2015 accounts were unqualified, did not draw attention to any matters by way of emphasis without qualifying their report and did not contain statements under s498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation. This Preliminary announcement was approved by the Board of Directors on 7 February 2017.

Consolidated Income Statement presentation

The Income Statement is presented in three columns. This presentation is intended to give a better guide to business performance by separately identifying adjustments to profit which are considered exceptional in nature or with potential significant variability year on year in non-cash items which might mask underlying trading performance.

The columns extend down the Income Statement to allow the tax and earnings per share impacts of these transactions to be disclosed.  Equivalent adjustments to profit arising in future years, including increases in or reversals of items recorded, will be disclosed in a consistent manner.

Adjustments to profit

See note 2 for further details in respect of adjustments to profit, which have been analysed as recurring and non-recurring items.

Basis of preparation

The financial statements have been prepared on the historical cost basis except for certain financial instruments, share-based payments and pension assets and liabilities which are measured at fair value. The preparation of 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 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.

Significant accounting policies

The accounting policies used for the preparation of this announcement have been applied consistently.

2. 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. The exited business in the year relates to SpaceKraft.

 

A full description of each division, together with comments on its performance and outlook, is given in the Strategic Report. Corporate Services consists of central business costs associated with being a listed company and non-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








RM

RM

RM

Corporate

Exited

Total

Year ended 30 November 2016

Resources

Results

Education

Services

Businesses


£000

£000

£000

£000

£000

£000

Revenue







UK

46,779

26,925

75,450

-

151

149,305

Europe

5,249

3,231

1,138

-

-

9,618

North America

1,723

-

232

-

-

1,955

Asia

981

117

50

-

-

1,148

Middle East

2,815

-

9

-

-

2,824

Rest of the world

1,288

1,307

170

-

-

2,765


58,835

31,580

77,049

-

151

167,615

Adjusted profit from operations

10,156

6,798

5,820

(3,926)

(19)

18,829

Investment income






279

Adjusted finance costs






(1,012)

Adjusted profit before tax






18,096

Adjustments (see below)






(2,981)

Profit before tax






15,115









RM

RM

RM

Corporate

Exited

Total

Year ended 30 November 2015

Resources

Results

Education

Services

Businesses


£000

£000

£000

£000

£000

£000

Revenue







UK

52,391

26,508

79,285

-

3,279

161,463

Europe

4,062

3,039

423

-

165

7,689

North America

932

-

272

-

64

1,268

Asia

678

109

171

-

22

980

Middle East

4,555

-

7

-

18

4,580

Rest of the world

925

1,069

85

-

169

2,248


63,543

30,725

80,243

-

3,717

178,228

Adjusted profit from operations

11,107

5,554

5,494

(4,140)

184

18,199

Investment income






409

Adjusted finance costs






(1,510)

Adjusted profit before tax






17,098

Adjustments (see below)






2,137

Profit before tax






19,235








 

Adjustments to administrative expenses






Year ended
30 November 2016

Year ended
30 November 2015



£000

£000





Amortisation of acquisition-related intangible assets


8

303

Impairment of held for sale assets and related transition costs


-

323

Gain on sale of operations


(135)

(65)

Share-based payment charges


1,006

864

Release of provisions for dilapidations on leased properties and onerous lease contracts


(90)

(2,368)

Restructuring


1,593

(243)

Acquisition related costs


525

-

Exceptional credit on Defined Benefit Pension Scheme


-

(206)



2,907

(1,392)

In the year ended 30 November 2016 notable adjustments to profit include:

Recurring items:

These are items which occur regularly but which management judge to have a distorting effect on the underlying results of the Group or are not regularly monitored for the purpose of determining business performance. These items include the amortisation of acquisition related intangible assets; share-based payment charges and changes in the provision for dilapidations and onerous lease contracts.

Recurring items are adjusted each year irrespective of materiality to ensure consistent treatment.

Non-recurring 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 transition 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.

During the year, the restructuring of the Infrastructure part of the RM Education division was undertaken to move away from some of the lowest margin transactional elements such as network infrastructure, network installation and third party hardware sales. This led to a reduction of broadly 10% of the RM Education UK staff and a one-off exceptional charge of £1.6m.

During the year, the group incurred professional advisor costs relating to an acquisition of £525,000, see note 15 for further details.

In the prior year, the Group's 135 Milton Park leased premises were sub-let to South Oxfordshire District Council for a minimum period of 3 years. The premises are onerous to the Group's requirements, as they were at 30 November 2014, and on sub-letting £2.4m was released from the onerous lease provision.

In the prior year, the Group's interests in Newham Learning Partnership (PSP) ltd were sold for a total cash consideration of £1.6m; and a profit of £0.9m was recorded as an adjustment to Investment income (see note 3).

 

Segmental assets








RM

RM

RM

Corporate

Exited



Resources

Results

Education

Services

Businesses

Total


£000

£000

£000

£000

£000

£000

At 30 November 2016







Segmental

31,968

7,085

17,803

217

-

57,073

Other






48,942

Total assets






106,015









RM

RM

RM

Corporate

Exited



Resources

Results

Education

Services

Businesses

Total


£000

£000

£000

£000

£000

£000

At 30 November 2015







Segmental

32,962

7,732

16,539

700

1,162

59,095

Other






55,826

Total assets






114,921

 

3. Investment income





Year ended
30 November 2016

Year ended
30 November 2015



£000

£000

Bank interest


123

224

Income on sale of finance lease debt


46

45

Income from sale of other receivables (see note 2)


-

894

Other finance income


110

140



279

1,303

 

4. Finance costs





Year ended
30 November 2016

Year ended
30 November 2015


Note

£000

£000





Borrowing facilities arrangement fees and commitment fees


421

467

Net finance costs on defined benefit pension scheme


498

964

Unwind of discount on long term contract provisions


37

74

Unwind of discount on onerous lease and dilapidations provisions

11

84

149

Other finance costs


46

5



1,086

1,659

 

5. Tax




a) Analysis of tax charge in the Consolidated Income Statement





Year ended
30 November 2016

Year ended
30 November 2015



£000

£000

Current taxation




UK corporation tax


2,924

3,684

Adjustment in respect of prior years


302

297

Overseas tax


296

278

Total current tax charge


3,522

4,259

Deferred taxation




Temporary differences


173

259

Adjustment in respect of prior years


(237)

(213)

Overseas tax


11

(32)

Total deferred tax (credit)/charge


(53)

14

Total Consolidated Income Statement tax charge


3,469

4,273





 

 




b) Analysis of tax (credit)/charge in the Consolidated Statement of Comprehensive Income


Year ended
30 November 2016

Year ended
30 November 2015



£000

£000

UK corporation tax




Defined benefit pension scheme


(1,241)

(469)

Share based payments


(142)

(504)

Deferred tax




Defined benefit pension scheme movements


(2,325)

949

Defined benefit pension scheme escrow


(749)

-

Share based payments


110

540

Deferred tax relating to the change in rate


345

470

Total Consolidated Statement of Comprehensive Income tax (credit)/charge


(4,002)

986

 










c) Reconciliation of Consolidated Income Statement tax charge







The tax charge in the Consolidated Income Statement reconciles to the effective rate applied by the Group as follows:












Year ended 30 November 2016


Year ended 30 November 2015



Adjusted

Adjustments      Total


Adjusted

Adjustments        Total



£000

£000

£000


£000

£000

£000










Profit on ordinary activities before tax


18,096

(2,981)

15,115


17,098

2,137

19,235










Tax at 20% (2015: 20.33%) thereon:


3,619

(596)

3,023


3,476

434

3,910

Effects of:









- change in tax rate on carried forward
  deferred tax assets


65

-

65


123

-

123

- other expenses not deductible for tax
  purposes


110

-

110


50

-

50

- other temporary timing differences


-

151

151


(7)

1

(6)

- R&D tax credit


(10)

-

(10)


4

-

4

- impairments


-

-

-


12

36

48

- overseas tax


81

-

81


246

-

246

- gain on sale of operations


-

(27)

(27)


-

(182)

(182)

- prior period adjustments


76

-

76


80

-

80

Tax charge in the Consolidated Income Statement


3,941

(472)

3,469


3,984

289

4,273










 

d) Deferred tax







The Group has recognised deferred tax assets as these are anticipated to be recoverable against profits in future periods. The major deferred tax assets and liabilities recognised by the Group and movements thereon are as follows:

Group

Accelerated tax depreciation

Defined
 benefit pension scheme obligation

Share-based payments

Short-term timing differences

Acquisition related intangible assets

Total


£000

£000

£000

£000

£000

£000







At 1 December 2014

787

5,351

1,016

1,085

(92)

8,147

Credit/(charge) to income

-

-

(53)

(52)

91

(14)

Credit to equity

-

(1,419)

(540)

-

-

(1,959)

Transfer to assets held for sale

(53)

-

-

-

-

(53)

At 30 November 2015

734

3,932

423

1,033

(1)

6,121

Credit/(charge) to income

112

-

(59)

(1)

1

53

Charge to equity

-

1,980

(110)

749

-

2,619

At 30 November 2016

846

5,912

254

1,781

-

8,793

Certain deferred tax assets and liabilities have been offset above.






 

6. Earnings per ordinary share




















Year ended 30 November 2016


Year ended 30 November 2015


Profit for
 the year

Weighted average number of shares

Pence per share

Profit for
 the year

Weighted average number of shares

Pence per share



£000

'000



£000

'000


Basic earnings per ordinary share









Basic earnings


11,646

81,144

14.4


14,962

80,954

18.5

Adjustments (see note 2)


2,509

-

3.0


(1,848)

-

(2.3)

Adjusted basic earnings


14,155

81,144

17.4


13,114

80,954

16.2

Diluted earnings per ordinary share









Basic earnings


11,646

81,144

14.4


14,962

80,954

18.5

Effect of dilutive potential ordinary shares: share based payment awards

-

-

-


-

3,080

(0.7)

Diluted earnings


11,646

81,144

14.4


14,962

84,034

17.8

Adjustments (see note 2)


2,509

-

3.0


(1,848)

-

(2.2)

Adjusted diluted earnings


14,155

81,144

17.4


13,114

84,034

15.6










 

7. Dividends




Amounts recognised as distributions to equity holders were:





Year ended
30 November 2016

Year ended
30 November 2015



£000

£000





Final dividend for the year ended 30 November 2015 - 3.80p per share (2014: 3.04p)


3,079

2,451

Interim dividend for the year ended 30 November 2016 - 1.50p per share (2015: 1.20p)


1,220

973



4,299

3,424

The proposed final dividend of 4.50p per share for the year ended 30 November 2016 was approved by the Board on 7 February 2017. The dividend is subject to approval by Shareholders at the annual general meeting. The anticipated cost of this dividend is £3,660,000 which is not included as a liability at 30 November 2016.

 

8. Trade and other receivables







         



2016

2015


Note

£000

£000

Current




Financial assets




Trade receivables


15,060

17,303

Long-term contract balances


-

138

Other receivables


1,294

1,048

Derivative financial instruments


685

138

Accrued income


1,824

1,489

Amounts owed by Group undertakings


-

-



18,863

20,116

Non-financial assets




Prepayments


5,540

5,476



24,403

25,592

Non-current




Financial assets




Other receivables


1,153

1,168



25,556

26,760

 

9. Cash and short-term deposits










2016

2015



£000

£000

Cash and cash equivalents


36,973

42,320

Short-term deposits


3,014

6,000



39,987

48,320





The short-term deposits are for a maximum period of 6 months at interest rates of 0.70%.




 

10. Trade and other payables







        



2016

2015


Note

£000

£000

Current liabilities




Financial liabilities




Trade payables


13,777

11,518

Amounts owed to Group undertakings


-

-

Other taxation and social security


2,842

4,010

Other payables


2,284

761

Accruals


9,096

12,525

Obligations under finance leases


-

40

Derivative financial instruments


45

5

Long-term contract balances


16,766

25,509



44,810

54,368

Non-financial liabilities




Deferred income


9,711

10,606



54,521

64,974

Non-current liabilities




Non-financial liabilities:




Deferred income:




 - due after one year but within two years


462

472

 - due after two years but within five years


509

190



971

662



55,492

65,636

 

11. Provisions


Onerous lease and dilapidations

Employee-related restructuring

Other

Total

Group


£000

£000

£000

£000







At 30 November 2014


8,094

365

708

9,167

Utilisation of provisions


(2,186)

(1,166)

(132)

(3,484)

Release of provisions


(2,368)

(85)

(423)

(2,876)

Increase in provisions


-

1,070

1,025

2,095

Effect of movements in exchange rates


-

-

2

2

Transfer to held for sale liabilities


(110)

-

(2)

(112)

Unwind of discount


149

-

-

149

At 30 November 2015


3,579

184

1,178

4,941

Utilisation of provisions


(345)

(184)

(396)

(925)

Release of provisions


(161)

-

(147)

(308)

Increase in provisions


-

1,844

1,057

2,901

Unwind of discount


84

-

-

84

At 30 November 2016


3,157

1,844

1,692

6,693







Provisions for onerous leases and dilapidations have been recognised at the present value of the expected obligation at discount rates of 2.6% (2015: 2.6%) per annum reflecting a risk free discount rate, applicable to the liabilities. These discounts will unwind to their undiscounted value over the remaining lives of the leases via a finance cost within the Income Statement.  At 30 November 2016, £1,465,000 (2015: £1,829,000) of the provision refers to onerous leases, and £1,692,000 (2015: £1,750,000) refers to dilapidations. The major release in the prior year relates to the successful sub-letting of one of the Group's properties.

The average remaining life of the leases at 30 November 2016 is 3.1 years (2015: 3.5 years).

In making their assessment of the required provisions, the group is required to estimate the likely sub-let income that could be earned over the remaining life of the lease.  This requires the Directors to make judgements relating to the likelihood that a property will be sub-let and the income that will be earned.

Employee related restructuring provisions refer to costs arising from restructuring to meet the future needs of the Group and are all expected to be utilised during the following financial year.

Other provisions includes one-off items not covered by any other category. During the year risk provisions totalling £475,000 from ended BSF contracts were transferred from long-term contract creditors to provisions.  The other most significant element in the provision at 30 November 2016 relates to regulatory compliance.

 









Group


2016

2015



£000

£000





Current liabilities


3,536

2,077

Non-current liabilities


3,157

2,864



6,693

4,941


 

12. Share capital








Company and Group


Ordinary shares of 22/7p



'000

£000

Allotted, called-up and fully paid:




At 1 December 2014


82,640

1,889

Issued in the year


10

1

At 30 November 2015


82,650

1,890

Issued in the year


-

-

At 30 November 2016


82,650

1,890





Ordinary shares issued carry no right to fixed income.








 

13. Defined benefit pension scheme

 

As at 31 May 2015, the triennial valuation for statutory funding purposes showed a deficit of £41,800,000 (31 May 2012: £53,500,000). The Group agreed with the Scheme Trustee that it will repay this amount via deficit catch-up payments of £4,000,000 in December 2015 and £3,600,000 per annum until 30 September 2024.  At 30 November 2016 there were amounts outstanding of £300,000 (2015: £300,000) for one month's deficit payment and £32,000 (2015: £32,000) for Scheme expenses.  The next triennial valuation of the Scheme is due as at 31 May 2018 and may result in changes to the level of deficit catch-up payments required.

 

In addition to the £4,000,000 of catch up payments in December 2015, a further £4,000,000 contribution was paid in December 2015 into an escrow account established in March 2014, the use of which within the Scheme is required to be agreed by RM Education Limited and the Scheme Trustee.

 

IAS 19 Employee Benefits, amended June 2011, has been adopted in these financial statements.

 

14. Related party transactions

 

Ipswich School

John Poulter, non-executive director of RM plc, is a director of Ipswich School. Sales made in the year total £2,419 and at the year end there is a balance of £90 outstanding.

Grant Thornton LLP

The Company has engaged Grant Thornton to provide advice in connection with certain acquisition related activities.  No payments were made to Grant Thornton during the year ended 30 November 2016.  Deena Mattar, one of the Company's Non-Executive Directors, is a member of the Advisory Board of Grant Thornton. Grant Thornton were chosen from a competitive tender conducted by the Company and Deena Mattar was not involved in that exercise.

British Educational Suppliers Association

TTS Director Catherine Jeffrey sits on the Executive Council of BESA, in the year the Group made purchases of £7,424.

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.

 

15. Events after the reporting period

 

On 7 February 2017, the Company agreed to acquire the entire issued share capital of Hedgelane Limited (including its principal trading subsidiary known as The Consortium) from Smiths News Holdings Limited (part of the Connect Group plc group of companies) (the "Acquisition").  In connection with the Acquisition, the Company has entered into a £75 million revolving credit facility (the "New Facility") with Barclays Bank plc and HSBC Bank plc.  Completion of the Acquisition is conditional upon, among other things, clearance being received from the Competition and Markets Authority and shareholder approval.  The New Facility will become available upon completion of the Acquisition and will expire 36 months from such date.  If the Acquisition does not complete for any reason, the New Facility will not come into effect and the Current Facility will remain in force unaffected. 

 


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