TIDMBMY
RNS Number : 7817D
Bloomsbury Publishing PLC
23 June 2023
23 June 2023
Annual Financial Report
Bloomsbury Publishing Plc (the "Company")
The Company released its Preliminary Announcement of annual
results for the year ended 28 February 2023 on 31 May 2023. Further
to the Preliminary Announcement, the Company can confirm that the
Annual Report and Accounts for the year ended 28 February 2023
("2023 Annual Report") and the Notice of Annual General Meeting
("Notice of AGM") have been posted, or otherwise made available, to
Shareholders.
The 2023 Annual Report and the Notice of AGM may also be viewed
on the Company's website at www.bloomsbury-ir.co.uk .
AGM
The Company's Annual General Meeting ("AGM") will be held on
Tuesday 18 July 2023 at 12.00 noon at the Charlotte Street Hotel,
15-17 Charlotte Street, London W1T 1RJ .
National Storage Mechanism
Pursuant to Listing Rule 9.6.1R, electronic copies of the 2023
Annual Report, the Notice of AGM, and the proposed rules of the
Bloomsbury Publishing Plc 2023 Executive Share Plan and of the
Bloomsbury Publishing Plc 2023 Sharesave Plan, have been submitted
to the National Storage Mechanism and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Additional Information
In accordance with Disclosure Guidance and Transparency Rule
6.3.5R, additional information is set out in the appendices to this
announcement. The Directors' Responsibility Statement, a
description of the Principal Risks and Uncertainties and details of
Related Party Transactions are set out below in full unedited text
extracted from the 2023 Annual Report. The text below should be
read in conjunction with the Company's final results for the period
ended 28 February 2023 which were announced on 31 May 2023. This
information is not a substitute for reading the 2023 Annual
Report.
For further information, please contact:
Bloomsbury Publishing Plc
Maya Abu-Deeb, Group General Counsel & maya.abu-deeb@bloomsbury.com
Company Secretary
Hudson Sandler +44 (0) 20 7796 4133
Dan de Belder / Amelia Craddock / Emily bloomsbury@hudsonsandler.com
Brooker
APPIX 1: Directors' Responsibilities Statement
The following directors' responsibility statement is extracted
from the 2023 Annual Report (page 124):
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report
and the Group and Parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and Parent
Company financial statements for each financial year. Under that
law, they are required to prepare the Group financial statements in
accordance with UK-adopted international accounting standards and
applicable law and have elected to prepare the Parent Company
financial statements on the same basis.
Under Company Law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company and of
the Group's profit or loss for that period. In preparing each of
the Group and Parent Company financial statements, the Directors
are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and estimates that are reasonable, relevant, reliable and prudent;
-- state whether they have been prepared in accordance with
international accounting standards in conformity with the
requirements of the Companies Act 2006;
-- assess the Group and Parent Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
-- use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease
operations, or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Parent
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the Parent Company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency Rule
4.1.14R, the financial statements will form part of the annual
financial report prepared using the single electronic reporting
format under the TD ESEF Regulation. The Auditor's report on these
financial statements provides no assurance over the ESEF
format.
Safe harbour
Under the Companies Act 2006, a safe harbour limits the
liability of Directors in respect of statements in and omissions
from the Strategic Report and the Directors' Report. Pages 1 to 241
of the Annual Report, and the front and back covers to the Annual
Report, are included within the Directors' Report by reference and
so are included within the safe harbour.
Responsibility statement of the Directors in respect of the
annual financial report
Each of the Directors, whose names and functions are set out on
pages 116 and 117 of this Annual Report, confirms that to the best
of their knowledge:
-- the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole; and
-- the Strategic Report/Directors' Report includes a fair review
of the development and performance of the business and the position
of the issuer and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face.
We consider the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Group's position and
performance, business model and strategy.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The Strategic Report and Directors' Report were approved by the
Board on 30 May 2023.
APPIX 2: Principal Risks and Uncertainties
The following description of the principal risks and
uncertainties that the Company faces is extracted from the 2023
Annual Report (pages 104 to 109):
Key: Increase, No change, Reduced
Principal Risks
Key area Description Mitigation
Market Market volatility: impact
of economic instability * Bloomsbury combines academic and general publishing
Change in in different formats and distributes its products
risk: Economic instability and through different channels. In addition, we operate
inflationary pressures may in multiple countries and sell our products
lead to changes in consumer worldwide. This diversified portfolio and customer
demand for products, impacting base, together with our international presence
revenues and margins. creates a level of resilience in respect of market or
country-specific downturns;
* Close monitoring of revenue streams, lists and
channels; range and diversity of our content;
resilience of demand for strong content.
* Continued focus on promoting Non-Consumer sales and
BDR products, as Academic customers pivot to digital
resources.
* Increased marketing and sales activities focused on
retaining reader engagement.
* Renewed focus on promotion of reading for pleasure
including at key travel points.
------------------------------------ ------------------------------------------------------------
Increased dependence on
internet retailing * Grow expert marketing teams skilled in internet
sales.
Growth of online retailers
may impact on the discoverability
of Bloomsbury titles and * Engage with multiple internet retailers and support
lead to a reduction in sales independent retailers.
channels available to the
Group.
* Focus on promoting sales from the Company's own
website and on direct sales to customers.
* Increase focus on developing other marketing
opportunities and other revenue streams, e.g.
academic & professional digital products, rights and
services.
------------------------------------ ------------------------------------------------------------
Open access
Policy changes in the UK, * Develop digital services that deliver mixed Open
Europe and US are accelerating Access and proprietary content in the form that
the requirement for publicly customers demand and will continue to pay for.
funded scholarly content
to be published on an Open
Access basis. From 1 January * Director of Research and Open Access manages
2024, UK Research and Innovation responses to developments in Open Access publishing
(UKRI) UKRI will require and related mandates to ensure the successful
monographs, book chapters transition to sustainable Open Access business
and edited collections that models. Business workflow and systems are in the
acknowledge UKRI funding process of being adapted to ensure capacity to
to be made Open Access within operate at scale
12 months of publication.
If there is not sufficient
public funding in place, * Open Access publishing initiatives are underway to
then income from UK-originated ensure Bloomsbury is well placed to continue to serve
monographs that are submitted its UK academic authors, and in preparation for the
to the REF - the UK's system adoption of UKRI's proposed policy in respect of
for assessing the quality monographs from 2024. An example is Bloomsbury Open
of research in UK higher Collections, an innovative commercial Open Access
education institutions - model. See page 72 for further information.
may be impacted.
In the US, federal agencies,
including the National Endowment
for the Humanities (NEH)
and National Endowment for
the Arts (NEA) are consulting
on introducing Open Access
requirements by 2026, while,
in Europe, the PALOMERA
project aims to align European
research funders over the
next two years to accelerate
Open Access for books and
chapters.
------------------------------------ ------------------------------------------------------------
Sales of used books
Sales of used books for * Digital subscriptions and multiple ebook purchasing
academic purposes erode models are offered direct to institutions and
backlist sales. students.
------------------------------------ ------------------------------------------------------------
Rental of textbooks
US readers may license books * Develop digital resources and ebook platforms to
from retailers for a limited deliver, direct to institutions and students, the
period at a lower cost to content and flexible pricing models to suit readers'
buying books, with no revenues requirements.
or royalty paid to the publisher.
------------------------------------ ------------------------------------------------------------
Importance BDR revenues and profit
of digital Revenue and profit from * Develop a portfolio of high-quality online content
publishing BDR products and services services in markets we understand well.
may not grow in line with
Change in our stretching targets.
risk: * Use third party content and content partnerships to
scale up projects more quickly and create economies
of scale.
* Continue to invest in internal resource and
infrastructure to support product pipeline.
------------------------------------ ------------------------------------------------------------
Higher project and development
costs may be required or * BDR performance is monitored against annual and
incurred than were budgeted monthly budgets and reforecasts on a weekly basis.
for, impacting profit.
* The business case for each BDR product requires
approval by the Group Finance Director and Managing
Director of the Non-Consumer Division. Costs and
profitability by project are tracked and reviewed
against budget on a monthly and quarterly basis by
senior management to identify any corrective action
required. Any budget overspend requires approval of
the Group Finance Director and Managing Director of
the Non-Consumer Division.
------------------------------------ ------------------------------------------------------------
Unforeseen circumstances
may delay development of * Standardise the digital delivery platform to simplify
new online content services. and speed up the development and implementation of
new digital content services.
------------------------------------ ------------------------------------------------------------
Reduced budgets for academic
libraries and institutions * Adoption of flexible sales models where budgets for
may impact on revenue. annual subscriptions are restricted.
* Broaden the international institutional customer base
so that the Company is not reliant on sales in
specific territories.
------------------------------------ ------------------------------------------------------------
Acquisitions M&A activity
Acquisitions could deliver * Potential acquisition targets are assessed by the
Change in lower than expected return members of the Executive Committee according to
risk: on investment. Poor acquisitions strategic and cultural fit. Thorough pre-acquisition
may result in potential due diligence is conducted by relevant functions,
impairment charges. including finance, legal, publishing and sales.
Capital allocation for acquisitions is determined at
Group level and approved by the Board. Integration
plans are developed at Divisional level and are
implemented by a cross-functional team of experts,
with Divisional oversight.
* Regular reports are presented to the Board throughout
the year on post-acquisition performance, including
an assessment of any variation to the expected return
on investment.
------------------------------------ ------------------------------------------------------------
Title acquisition Commercial viability
(Consumer Titles may be acquired that * Advances over a certain limit are required to be
publishing) are not commercially or authorised by the Chief Executive and Group Finance
critically successful. Director.
Change in
risk:
* Financial forecasts are prepared prior to acquisition
to predict commercial success.
* Focus on acquiring world rights where possible in
order to increase sales opportunities and mitigate
the risk posed by competing editions in open markets.
* Editorial guidelines and policies in place to guide
acquisition decisions.
------------------------------------ ------------------------------------------------------------
Information Cybersecurity/malware attack
and technology Unauthorised access to the * Clear responsibility for systems, restrictions on
systems Company's systems may result software installation, increasing use of the cloud,
in fraud, data privacy breach, information back-up, monitoring security risks,
Change in theft of intellectual property, internal control reviews of the systems and
risk: inability to access, or up-to-date anti-virus software are amongst the
damage to, vital systems measures in place.
and assets, thus causing
financial and reputational
damage to the Group. * Training provided to all staff on cybersecurity risk.
------------------------------------ ------------------------------------------------------------
Inadequate internal access
controls or security measures * Sensitive personal data is stored securely and
Inadequate controls over protected with password controls or encryption. User
certain processes could access controls are embedded in the Company's finance
lead to sensitive data being systems.
inadvertently revealed internally
or externally.
------------------------------------ ------------------------------------------------------------
Financial Judgemental valuation of
Valuations assets and provisions * Consistent and evidence-based approach to
Significant assets and provisions assumptions.
Change in in the balance sheet depend
risk: on judgemental assumptions,
e.g. goodwill, advances, * Board approval of key assumptions.
intangible rights, inventory
and returns provisions.
------------------------------------ ------------------------------------------------------------
Intellectual Erosion of copyright
Property Erosion of traditional copyrights. * Continue policy of support for copyright and
intellectual property rights as a fundamental facet
Change in of publishing.
risk:
------------------------------------ ------------------------------------------------------------
Erosion of territorial copyrights
as a result of global internet * Continue to police infringements of the Group's
retailing. territorial copyrights and take appropriate action to
enforce such rights.
------------------------------------ ------------------------------------------------------------
Infringement of Group IP
by third parties * Adopt robust anti-piracy and procedures.
Failure to adequately manage
and protect the Group's
intellectual property rights * Undertake targeted enforcement action against third
(including trademarks and party infringers.
copyright) may damage the
value of our core assets
and impact on profits. * Ensure appropriate digital rights management
protection of ebooks and digital formats.
------------------------------------ ------------------------------------------------------------
Reliance Failure of key counterparties
on key or breakdown in key counterparty * Relationships with key counterparties are closely
Counterparties; relationships monitored and actively managed by senior managers.
supply chain The failure of key counterparties This includes frequent and regular engagement with
resilience could result in a significant key counterparties in order to ensure open
disruption to the Group's communication and cooperation and to identify
Change in business activities, resulting potential issues that may impact on the Company's
risk: in lower levels of trading business at the earliest opportunity. Other
and revenues. mitigations include having appropriate contracts and
service level agreements in place, and interrogating
The Group's ability to meet the business continuity plans of key counterparties.
customer demand for print
products depends on timely
supply from our printing * Regular review of global supply chain resilience by
partners. This may be impacted the cross-function Supply Chain Working Group to
by the availability of raw ensure proactive steps are implemented to mitigate
materials (e.g. paper pulp) supply chain risks and prioritise supply of print
and ongoing global supply titles.
chain disruption.
A breakdown in key commercial * Ongoing diversification of supplier base.
relationships could impact
on future publishing opportunities.
* Increased local printing to mitigate shipping delays
and disruptions.
------------------------------------ ------------------------------------------------------------
Talent Failure to attract and
Management retain key talent and create * Ongoing employee engagement measures to improve
and retention an inclusive and supportive employee experience and organisational culture; more
environment in which the information on these measures is set out on pages 64
Change in Group's employees can thrive to 73 of this Annual Report.
risk: Inability to recruit individuals
with the necessary skills
and experience could impact * Continued focus on employee development through
on Bloomsbury's ability training and mentoring programmes for early and
to innovate and grow. midcareer employees.
Loss of key talent could
lead to loss of skill and * Provision of executive coaching for senior staff.
knowledge from the business,
result in decreased efficiency,
impact on staff motivation * Ongoing Employee Voice Programme, allowing every
and undermine external employee to have their voice heard directly by senior
relationships. management and the Board. HR initiatives are
implemented in response to matters raised during
Employee Voice Meetings.
* Formal appraisal system provides the opportunity to
identify learning and development opportunities to
support career progression and succession planning.
* Formation of a Diversity and Inclusion Steering
Committee and related Diversity and Inclusion working
groups and staff networks.
* Development of a Diversity and Inclusion Action Plan
with clear and ambitious targets to increase
diversity within Bloomsbury's workforce and author
base.
* Appointment of a Diversity, Inclusion and Training
manager to oversee Bloomsbury's DE&I network and
staff training programmes.
* Global staff turnover by Division and functional area
is reported to the Executive Committee and monitored
against agreed thresholds.
------------------------------------ ------------------------------------------------------------
Legal and Breach of key contracts
Compliance by the Company * Relevant individuals within the business who are
Breach of a key contract engaged in activities which relate to or are governed
Change in by the Company could result by key contracts are made aware of the terms of such
risk: in a claim for damages and/or contracts. Legal advice is sought from the Group's
termination of the contract legal function where appropriate to ensure
by the relevant counterparty, performance by the Company in accordance with
resulting in financial loss contractual terms.
to the Group.
------------------------------------ ------------------------------------------------------------
Failure to comply with
applicable regulations * Annual Report and Accounts is reviewed internally by
Failure to comply with regulations the Head of Group Finance and the Group Finance
relating to the reporting Director, and externally by the Group's appointed
of annual financial reports Auditor. Material balances are tested in accordance
may lead to a range of sanctions with relevant standards. The Group Company Secretary
including fines, imprisonment, advises on content requirements under relevant
reputational damage, and regulation/legislation.
delisting.
------------------------------------ ------------------------------------------------------------
Failure to comply with privacy
regulations may result in * Mitigation in respect of the risk of a data breach is
significant fines and reputational noted above in connection with Information Technology
damage. and Systems.
* Since the introduction of the General Data Protection
Regulation ("GDPR"), which came into force in May
2018, the Company has implemented a range of measures
to ensure compliance with the requirements of GDPR.
These include the implementation of policies and
guidance in key areas, the provision of training to
employees, reviewing and updating the Company's data
collection methods and marketing communications,
updating supplier terms and conditions, and updating
privacy policies on the Company's websites. The
Company has appointed a Data Protection Officer to
oversee GDPR compliance.
------------------------------------ ------------------------------------------------------------
Reputation Investor confidence
City confidence undermined * Diversify the portfolio of products and services to
Change in by events outside of the reduce dependencies on individual customers, sales
risk: Company's control, e.g. channels and markets.
collapse of a retailer.
------------------------------------ ------------------------------------------------------------
Cost inflation Print Supply Costs
Increased print supply costs * Long-term contracts with key suppliers to manage and
Change in resulting from increases mitigate cost increases; active price management of
risk: to energy prices and raw Bloomsbury products to recover incremental costs;
materials could impact on diversification of supplier base.
margin and achievement of
the Group's financial targets.
* Staff costs are managed as part of the Group's
Increased staff costs as budgeting process and annual salary reviews.
a result of inflation.
------------------------------------ ------------------------------------------------------------
APPIX 3: Related Party Transactions
The following details of 'Related party transactions' are shown
in note 28 to the consolidated financial statements on page 222 of
the 2023 Annual Report.
28. Related party transactions
The Group has no related party transactions other than key
management remuneration as disclosed in note 5.
The following detail on staff costs is extracted from note 5
(page 197):
5. Staff costs
The Group considers key management personnel as defined under
IAS 24 "Related Party Disclosures" to be the Directors of the
Company, this includes Non-Executive Directors, and those Directors
of the global divisions, major geographic regions and departments
who are actively involved in strategic decision-making.
Total emoluments for Executive Directors and other key
management personnel were:
Year ended Year ended
28 February 28 February
2023 2022
GBP'000 GBP'000
Short-term employee
benefits 4,387 4,068
Post-employment benefits 170 173
Share-based payment
charge 1,020 1,150
Total 5,577 5,391
The following detail on related parties is extracted from note
48 (page 237):
48. Related parties
Trading transactions
During the year the Company entered into the following
transactions and had the following balances with its
subsidiaries:
28 February 28 February
2023 2022
GBP'000 GBP'000
Sale of goods to subsidiaries 13,864 15,050
Management recharges 12,913 10,564
Commission receivable from 2 -
subsidiaries
Commission payable to subsidiaries 273 1
Finance income from subsidiaries 84 81
Finance costs to subsidiaries 427 389
Rights income from joint venture - 3
Amounts owed by subsidiaries
at year end 13,445 13,217
Amounts owed to subsidiaries
at year end 73,131 70,073
All amounts outstanding are unsecured and will be settled in
cash. GBP0.5 million provision has been made for doubtful debts in
respect of the amounts owed by subsidiaries (2022: GBP0.5
million).
K ey management remuneration is disclosed in note 5.
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