Last checked at 18 Jun 2020 14:00
18 June 2020
Annual Financial Report
Bloomsbury Publishing Plc (the "Company")
The Company released its Preliminary Announcement of annual results for the year ended 29 February 2020 on 20 May 2020. Further to the Preliminary Announcement, the Company can confirm that the Annual Report and Accounts for the year ended 29 February 2020 ("2020 Annual Report") and the Notice of Annual General Meeting ("Notice of AGM") have been posted, or otherwise made available, to Shareholders.
The 2020 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 21 July 2020 at 12.00 noon.
In light of the coronavirus pandemic and the Government's "Stay Alert Measures", the AGM this year will be run as a closed meeting. Shareholders will not be permitted to attend the AGM in person and are strongly encouraged to participate by submitting a proxy vote in advance of the meeting and appointing the Chair of the Meeting as their proxy. Legislation to allow closed AGMs to be held virtually is anticipated, and we intend to avail ourselves of this option if such legislation is promulgated before the AGM.
Shareholders are invited to submit to the Board any questions they would otherwise have asked at the AGM ahead of the meeting by email to AGM2020@bloomsbury.com.
The Company hopes that Shareholders will understand that these steps are being taken to protect Shareholders, employees and the Board.
The Company is continuing to closely monitor the evolving situation and Government advice relating to the pandemic and will provide any appropriate updates in relation to the AGM via its investor relations website (www.bloomsbury-ir.com) and the Regulatory News Service.
National Storage Mechanism
Pursuant to Listing Rule 9.6.1, the 2020 Annual Report and the Notice of AGM 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 6.3.5(2)(b), 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 2020 Annual Report. The text below should be read in conjunction with the Company's final results for the period ended 29 February 2020 which were announced in unedited, unaudited full text on 20 May 2020. This information is not a substitute for reading the 2020 Annual Report.
Enquiries:
Maya Abu-DeebGroup General Counsel & Company SecretaryBloomsbury Publishing PlcTelephone +44(0)20 7631 5600
APPENDIX 1: Directors' Responsibilities Statement
The following directors' responsibility statement is extracted from the 2020 Annual Report (page 74):
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 International Financial Reporting Standards as adopted by the European Union ("IFRSs as adopted by the EU") 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 their 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 and reliable;
• State whether they have been prepared in accordance with IFRSs as adopted by the EU;
• 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' statement regarding the adoption of the going concern basis of accounting is set out in the Strategic Report on page 45 and at note 2c.
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, www.bloomsbury-ir.co.uk. Legislation in the UK governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
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 184 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
In accordance with DTR 4.1.12R, each of the Directors, whose names and roles are set out in the Corporate Governance section on pages 68 to 69, confirm 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 parent Company and the undertakings included in the Group taken as a whole; and
• The Management Report (which includes the Strategic Report and the Directors' 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.
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 20 May 2020.
APPENDIX 2: Principal Risks and Uncertainties
The following description of the principal risks and uncertainties that the Company faces is extracted from the 2020 Annual Report (pages 41 to 44):
Principal Risks
Key area | Description | Mitigation |
Market | Market volatility: Impact of the coronavirus pandemic Sales of print books in the Group's key markets are being impacted by the imposition of Government lockdowns, restrictions and retail closures. | • Close monitoring of revenue streams and affected supply chains, with increased marketing and sales activities focused on unaffected retail channels such as online retailers, supermarkets and the Company's own website Bloomsbury.com. • Increased focus on promoting digital book sales (ebooks and audio books) and BDR products (as academic institutional customers pivot to digital resources to support remote learning for students). |
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. | |
Sales of used books Sales of used books for academic purposes erode backlist sales. | • Digital subscriptions are offered to support B2B model by selling direct to institutions rather than to students. | |
Rental of textbooks USA 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 platforms to deliver, on a subscription basis, the content that readers demand. | |
Importance of digital publishing | 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 quicker and create economies of scale. |
Higher project and development costs may be required or incurred than were budgeted for, impacting profit. | • Annual and monthly BDR budgets and reforecasts are monitored against BDR targets 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 | 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. 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) | 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. |
Information and technology systems | 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 | 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 | 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. | |
Open access. | • Develop digital services that deliver mixed open access and proprietary content in the form that customers demand and will continue to pay for. | |
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 | Failure of key counterparties or breakdown in key counterparty relationships The failure of key counterparties could result in a significant disruption to the Company's business activities, resulting in lower levels of trading and revenues. 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. |
Talent management | Failure to retain key talent and create the conditions in which the Group's employees can thrive 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. | • 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 Working Group and related Diversity and Inclusion networks. • Global staff turnover by Division and functional area is reported to the Executive Committee and monitored against agreed thresholds. |
Legal and compliance | 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 | 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. |
APPENDIX 3: Related Party Transactions
The following details of 'Related party transactions' are shown in note 28 to the consolidated financial statements on page 162 of the 2020 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 140):
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 29 February 2020 £'000 | Year ended 28 February 2019 £'000 |
Short-term employee benefits | 3,841 | 4,022 |
Post-employment benefits | 224 | 209 |
Share-based payment charge | 597 | 410 |
Total | 4,662 | 4,641 |
The following detail on related parties is extracted from note 49 (page 179):
49. Related parties
Trading transactions
During the year the Company entered into the following transactions and had the following balances with its subsidiaries:
29 February 2020 £'000 | 28 February 2019 £'000 | |
Sale of goods to subsidiaries | 9,525 | 8,553 |
Management recharges | 9,422 | 9,667 |
Commission payable to subsidiaries | (8) | (5) |
Finance income from subsidiaries | 91 | 77 |
Amounts owed by subsidiaries at year end | 12,824 | 12,209 |
Amounts owed to subsidiaries at year end | 47,901 | 46,890 |
All amounts outstanding are unsecured and will be settled in cash. No provisions have been made for doubtful debts in respect of the amounts owed by subsidiaries.
Key management remuneration is disclosed in note 5.