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 & Company Secretary | maya.abu-deeb@bloomsbury.com |
| Hudson Sandler | +44 (0) 20 7796 4133 |
| Dan de Belder / Amelia Craddock / Emily Brooker | bloomsbury@hudsonsandler.com |
APPENDIX 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.
APPENDIX 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
Change in risk: ↓ | Market volatility: impact of economic instability
Economic instability and inflationary pressures may lead to changes in consumer demand for products, impacting revenues and margins. | • Bloomsbury combines academic and general publishing in different formats and distributes its products through different channels. In addition, we operate in multiple countries and sell our products worldwide. This diversified portfolio and customer base, together with our international presence 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
Growth of online retailers may impact on the discoverability of Bloomsbury titles and lead to a reduction in sales channels available to the Group. | • Grow expert marketing teams skilled in internet sales. • Engage with multiple internet retailers and support independent retailers. • 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, Europe and US are accelerating the requirement for publicly funded scholarly content to be published on an Open Access basis. From 1 January 2024, UK Research and Innovation (UKRI) UKRI will require monographs, book chapters and edited collections that acknowledge UKRI funding to be made Open Access within 12 months of publication. If there is not sufficient public funding in place, then income from UK-originated monographs that are submitted to the REF - the UK's system for assessing the quality of research in UK higher education institutions - 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. | • Develop digital services that deliver mixed Open Access and proprietary content in the form that customers demand and will continue to pay for. • Director of Research and Open Access manages responses to developments in Open Access publishing and related mandates to ensure the successful transition to sustainable Open Access business models. Business workflow and systems are in the process of being adapted to ensure capacity to operate at scale • Open Access publishing initiatives are underway to ensure Bloomsbury is well placed to continue to serve its UK academic authors, and in preparation for the adoption of UKRI's proposed policy in respect of monographs from 2024. An example is Bloomsbury Open Collections, an innovative commercial Open Access model. See page 72 for further information. | |
| Sales of used books Sales of used books for academic purposes erode backlist sales. | • Digital subscriptions and multiple ebook purchasing models are offered direct to institutions and students. | |
| Rental of textbooks US readers may license books from retailers for a limited period at a lower cost to buying books, with no revenues or royalty paid to the publisher. | • Develop digital resources and ebook platforms to deliver, direct to institutions and students, the content and flexible pricing models to suit readers' requirements. | |
| Importance of digital publishing
Change in risk: ↓ | BDR revenues and profit Revenue and profit from BDR products and services may not grow in line with our stretching targets. | • Develop a portfolio of high-quality online content services in markets we understand well. • 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 incurred than were budgeted for, impacting profit. | • BDR performance is monitored against annual and monthly budgets and reforecasts on a weekly basis. • 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 new online content services. | • Standardise the digital delivery platform to simplify and speed up the development and implementation of new digital content services. | |
| Reduced budgets for academic libraries and institutions may impact on revenue. | • Adoption of flexible sales models where budgets for annual subscriptions are restricted. • Broaden the international institutional customer base so that the Company is not reliant on sales in specific territories. | |
| Acquisitions
Change in risk: ↔ | M&A activity Acquisitions could deliver lower than expected return on investment. Poor acquisitions may result in potential impairment charges. | • Potential acquisition targets are assessed by the members of the Executive Committee according to strategic and cultural fit. Thorough pre-acquisition due diligence is conducted by relevant functions, 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 (Consumer publishing)
Change in risk: ↔ | Commercial viability Titles may be acquired that are not commercially or critically successful. | • Advances over a certain limit are required to be authorised by the Chief Executive and Group Finance Director. • 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 and technology systems
Change in risk: ↔ | Cybersecurity/malware attack Unauthorised access to the Company's systems may result in fraud, data privacy breach, theft of intellectual property, inability to access, or damage to, vital systems and assets, thus causing financial and reputational damage to the Group. | • Clear responsibility for systems, restrictions on software installation, increasing use of the cloud, information back-up, monitoring security risks, internal control reviews of the systems and up-to-date anti-virus software are amongst the measures in place. • Training provided to all staff on cybersecurity risk. |
| Inadequate internal access controls or security measures Inadequate controls over certain processes could lead to sensitive data being inadvertently revealed internally or externally. | • Sensitive personal data is stored securely and protected with password controls or encryption. User access controls are embedded in the Company's finance systems. | |
| Financial Valuations
Change in risk: ↔ | Judgemental valuation of assets and provisions Significant assets and provisions in the balance sheet depend on judgemental assumptions, e.g. goodwill, advances, intangible rights, inventory and returns provisions. | • Consistent and evidence-based approach to assumptions. • Board approval of key assumptions. |
| Intellectual Property
Change in risk: ↔ | Erosion of copyright Erosion of traditional copyrights. | • Continue policy of support for copyright and intellectual property rights as a fundamental facet of publishing. |
| Erosion of territorial copyrights as a result of global internet retailing. | • Continue to police infringements of the Group's territorial copyrights and take appropriate action to enforce such rights. | |
| Infringement of Group IP by third parties Failure to adequately manage and protect the Group's intellectual property rights (including trademarks and copyright) may damage the value of our core assets and impact on profits. | • Adopt robust anti-piracy and procedures. • Undertake targeted enforcement action against third party infringers. • Ensure appropriate digital rights management protection of ebooks and digital formats. | |
| Reliance on key Counterparties; supply chain resilience
Change in risk: ↑ | Failure of key counterparties or breakdown in key counterparty relationships The failure of key counterparties could result in a significant disruption to the Group's business activities, resulting in lower levels of trading and revenues.
The Group's ability to meet customer demand for print products depends on timely supply from our printing partners. This may be impacted by the availability of raw materials (e.g. paper pulp) and ongoing global supply chain disruption.
A breakdown in key commercial relationships could impact on future publishing opportunities. | • Relationships with key counterparties are closely monitored and actively managed by senior managers. This includes frequent and regular engagement with key counterparties in order to ensure open communication and cooperation and to identify potential issues that may impact on the Company's business at the earliest opportunity. Other mitigations include having appropriate contracts and service level agreements in place, and interrogating the business continuity plans of key counterparties. • Regular review of global supply chain resilience by the cross-function Supply Chain Working Group to ensure proactive steps are implemented to mitigate supply chain risks and prioritise supply of print titles. • Ongoing diversification of supplier base. • Increased local printing to mitigate shipping delays and disruptions. |
| Talent Management and retention
Change in risk: ↔
| Failure to attract and retain key talent and create an inclusive and supportive environment in which the Group's employees can thrive Inability to recruit individuals with the necessary skills and experience could impact on Bloomsbury's ability to innovate and grow.
Loss of key talent could lead to loss of skill and knowledge from the business, result in decreased efficiency, impact on staff motivation and undermine external relationships. | • Ongoing employee engagement measures to improve employee experience and organisational culture; more information on these measures is set out on pages 64 to 73 of this Annual Report. • Continued focus on employee development through training and mentoring programmes for early and midcareer employees. • Provision of executive coaching for senior staff. • Ongoing Employee Voice Programme, allowing every employee to have their voice heard directly by senior 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 Compliance
Change in risk: ↔ | Breach of key contracts by the Company Breach of a key contract by the Company could result in a claim for damages and/or termination of the contract by the relevant counterparty, resulting in financial loss to the Group. | • Relevant individuals within the business who are engaged in activities which relate to or are governed by key contracts are made aware of the terms of such contracts. Legal advice is sought from the Group's legal function where appropriate to ensure performance by the Company in accordance with contractual terms. |
| Failure to comply with applicable regulations Failure to comply with regulations relating to the reporting of annual financial reports may lead to a range of sanctions including fines, imprisonment, reputational damage, and delisting. | • Annual Report and Accounts is reviewed internally by the Head of Group Finance and the Group Finance Director, and externally by the Group's appointed Auditor. Material balances are tested in accordance with relevant standards. The Group Company Secretary advises on content requirements under relevant regulation/legislation. | |
| Failure to comply with privacy regulations may result in significant fines and reputational damage. | • Mitigation in respect of the risk of a data breach is noted above in connection with Information Technology 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
Change in risk: ↔ | Investor confidence City confidence undermined by events outside of the Company's control, e.g. collapse of a retailer. | • Diversify the portfolio of products and services to reduce dependencies on individual customers, sales channels and markets. |
| Cost inflation
Change in risk: ↔ | Print Supply Costs Increased print supply costs resulting from increases to energy prices and raw materials could impact on margin and achievement of the Group's financial targets.
Increased staff costs as a result of inflation. | • Long-term contracts with key suppliers to manage and mitigate cost increases; active price management of Bloomsbury products to recover incremental costs; diversification of supplier base. • Staff costs are managed as part of the Group's budgeting process and annual salary reviews. |
APPENDIX 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 28 February 2023 £'000 | Year ended 28 February 2022 £'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 2023 £'000 | 28 February 2022 £'000 |
| Sale of goods to subsidiaries | 13,864 | 15,050 |
| Management recharges | 12,913 | 10,564 |
| Commission receivable from subsidiaries | 2 | - |
| 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. £0.5 million provision has been made for doubtful debts in respect of the amounts owed by subsidiaries (2022: £0.5 million).
Key management remuneration is disclosed in note 5.
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