TIDMBMY
RNS Number : 4510I
Bloomsbury Publishing PLC
19 June 2017
Annual Financial Report
Bloomsbury Publishing Plc ("Company")
Bloomsbury Publishing Plc confirms that the following documents
are being sent to shareholders and, pursuant to Listing Rule 9.6.1,
are being submitted to the National Storage Mechanism and will be
available for inspection at http://www.hemscott.com/nsm.do:
-- Company's Annual Report and Accounts for the year ended 28 February 2017
-- Notice of the 2017 Annual General Meeting
-- Form of Proxy
The Annual Report and Accounts and Notice of the 2017 AGM can be
found on the Company's website at www.bloomsbury-ir.co.uk .
In accordance with Disclosure and Transparency Rule 6.3.5, a
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 Annual Report and
Accounts for the period ended 28 February 2017. The text below
should be read in conjunction with the Company's final results for
the period ended 28 February 2017 which were announced in unedited
full text on 18 May 2017.
Enquiries:
Michael Daykin
Group Company Secretary
Bloomsbury Publishing Plc
Telephone +44(0)20 7631 5627
DIRECTORS' RESPONSIBILITIES STATEMENT
(From page 40 of the Directors' Report of the Annual Report and
Accounts for the year ended 28 February 2017)
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("IFRSs") as adopted by the European Union ("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 and prudent;
-- state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the parent
Company will continue in business.
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 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
United Kingdom ("UK") governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
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.
Responsibility statement of the Directors in respect of the
annual financial report
We confirm that to the best of our 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 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.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
By order of the Board
PRINCIPAL RISKS AND UNCERTAINTIES
From pages 24 to 26 of the Risk Factors of the Company's Annual
Report and Accounts for the year ended 28 February 2017.
The table below provides a description of risk factors that
management considers relevant to the Group's business. Other
factors besides those listed could also affect the Group.
During the financial year ended 28 February 2017, the Principal
Risks have not changed substantially. The launch of the Bloomsbury
2020 digital resource growth strategy increases the focus on
developing the sales of digital resources, which changes the
significance rather than the nature of the risk labelled as "Growth
of digital".
Brexit risks
The risks relating to Britain's exit of the European Union
("EU") are not considered Principal Risks to Bloomsbury. Bloomsbury
is exposed to fluctuations in the value of sterling, in
particular:
-- a substantial proportion of sales are made outside the UK mainly in US dollars; and
-- paper for printed books is sourced outside the UK so the
price paid in sterling depends on the value of sterling.
Each of these factors tends to negate the other over time albeit
Bloomsbury's paper purchase contracts typically fix the price for a
period of time, which delays the full financial impact of exchange
rate movements being reflected in the Income Statement. The
business has capacity to adapt to longer term changes in exchange
rates by shifting its focus between different global regions in the
selection of works to publish, through marketing efforts and in the
location of where it employs staff. The level of sales into
Continental Europe are minor to Bloomsbury's Group revenue. Whilst
there is uncertainty as to whether Brexit will positively or
negatively impact on Bloomsbury's EU sales, Brexit is not expected
to have a major impact on Bloomsbury.
Key area Risk Description Mitigation
---------------- ----------------- ---------------------- ---------------------------
Market Volatility Sales of books Develop special
of consumer to the consumer interest, academic
book sales market can and professional
be seasonal publishing where
and volatile. revenues are less
volatile.
---------------- ----------------- ---------------------- ---------------------------
Develop other revenue
streams, including
from rights and
services, increasing
the scope to enter
annually renewing
agreements.
---------------- ----------------- ---------------------- ---------------------------
Increased Readers might Grow expert marketing
dependence not discover, teams skilled in
on internet and so buy, internet sales.
retailing Bloomsbury's Engage with multiple
print and e-books internet retailers.
sold through
internet retailers
who may control
discoverability.
---------------- ----------------- ---------------------- ---------------------------
Increase focus on
developing other
marketing opportunities
and other revenue
streams, e.g. Academic
& Professional digital
products, rights
and services.
Grow e-book sales.
---------------- ----------------- ---------------------- ---------------------------
Rights Dependence The timing Increase the number
and services on timing for completing of rights and services
of closing high margin deals to reduce
rights rights and the dependency on
and services services deals individual deals.
deals can depend
on the performance
by multiple
parties including
the main customer.
---------------- ----------------- ---------------------- ---------------------------
Generating The pipeline Senior managers
new/non-renewal of new products are responsible
of subscription and agreements for ensuring strong
and services might be uneven performance by Bloomsbury
agreements A customer of its obligations
or partner and strong customer
might not renew care.
larger agreements Increase the portfolio
that generate of products and
significant agreements to grow
ongoing income. income and reduce
the dependency on
individual agreements.
---------------- ----------------- ---------------------- ---------------------------
Entrepreneurial A deal may Similar to ordinary
risk require upfront publishing risks:
staff time increase the portfolio
and costs but of deals to leverage
fail to close economies of scale
resulting in and reduce volatility.
lost investment.
---------------- ----------------- ---------------------- ---------------------------
Financial Judgemental Significant Consistent and evidence
valuations valuation assets and based approach to
of assets provisions assumptions.
and provisions in the balance Board approval of
sheet depend key assumptions.
on judgemental Rigorous audit of
assumptions valuations.
e.g. goodwill,
advances, intangible
rights, inventory
and returns
provisions.
---------------- ----------------- ---------------------- ---------------------------
Information Productivity Continuing Board level representation
and technology of IT systems to improve on steering IT strategy,
systems and data staff efficiency implementation and
depends on IT operations.
the IT systems
and data keeping
pace with the
needs of the
business.
---------------- ----------------- ---------------------- ---------------------------
Cyber security Unauthorised Clear responsibility
access could for systems, increasing
be made to use of the cloud,
Bloomsbury's monitoring security
systems to risks, internal
perpetrate control reviews
a fraud or of the systems and
cause damage. up to date anti-virus
software are amongst
the measure in place.
---------------- ----------------- ---------------------- ---------------------------
Growth Digital Unforeseen Develop high quality
of digital development hold ups may novel online content
delay development services in markets
of new online we understand well.
content services Standardise the
and revenue digital delivery
for the services platform to simplify
may not grow and speed up the
in line with development and
our stretching implementation of
targets. new online content
services.
---------------- ----------------- ---------------------- ---------------------------
Development Consumer e-book Continue to supply
of the prices may books in all formats
digital not hold up through multiple
book market in the longer digital delivery
term. Possible systems aligned
emergence of with the demands
not yet known of readers.
reading technology. Ensure the Group
is positioned to
take advantage of
e-book (or any new
format) growth in
international markets.
Use social media
and other digital
marketing to encourage
direct sales to
consumers.
Develop Non-Consumer
offering where revenues
are less volatile
and there is a direct
relationship with
the customers.
---------------- ----------------- ---------------------- ---------------------------
Rise of US readers Develop digital
alternative may licence platforms to deliver
book supply books from on a subscription
arrangements retailers for basis the content
a limited period that readers demand.
at a lower
cost to buying
books, with
no revenues
or royalty
paid to the
publisher.
---------------- ----------------- ---------------------- ---------------------------
Title High advances Agents seek Publish more special
acquisition sought high advances interest trade books.
by agents. for some authors. Focus acquisition
World rights Agents prefer on titles where
not acquired to split territorial world English rights
rights for are available
English language Concentrate on academic
publishing publishing where
between US world rights are
and UK. the norm
---------------- ----------------- ---------------------- ---------------------------
Reputation Product Publishing Careful selection
and service mistakes e.g. and rigorous review
quality publishing of titles by broad
a book that teams of experienced
causes offence. publishers, planning
of the title pipeline
to focus on publishing
strengths.
---------------- ----------------- ---------------------- ---------------------------
Errors in books Rigorous production
and digital procedures and planning
content. of titles and digital
resource content.
---------------- ----------------- ---------------------- ---------------------------
Information Being hacked Security awareness
security and theft of in teams and additional
intellectual security measures
property e.g. to protect high
key illustrations value assets and
before publication. data.
---------------- ----------------- ---------------------- ---------------------------
Investor City confidence Diversify the portfolio
confidence undermined of products and
by events outside services to reduce
of Bloomsbury's dependencies on
control e.g. individual customers,
collapse of sales channels and
a retailer. markets.
---------------- ----------------- ---------------------- ---------------------------
IP and Erosion Erosion of Continue policy
copyright of copyright traditional of support for copyright
copyrights. and intellectual
property rights
as a fundamental
facet of publishing.
---------------- ----------------- ---------------------- ---------------------------
Open access. Develop digital
services that deliver
mixed open access
and proprietary
content in the form
that customer's
demand and will
continue to pay
for.
---------------- ----------------- ---------------------- ---------------------------
Piracy Piracy of titles Adopt robust anti-piracy
in print or policies.
digital form.
---------------- ----------------- ---------------------- ---------------------------
Ensure good digital
rights management
protection of e-books
and digital formats.
---------------- ----------------- ---------------------- ---------------------------
Participate in key
industry anti-piracy
initiatives.
---------------- ----------------- ---------------------- ---------------------------
Overseas Overseas Growing offices One Global Bloomsbury
operations offices in the US, structure of global
India and Australia publishing divisions
may increase supported by Group
the operational functions provides
risks and demands an effective internal
on management. control framework
and oversight of
the overseas offices.
Keep under review
the management resources
deployed within
this structure as
the business evolves.
---------------- ----------------- ---------------------- ---------------------------
RELATED PART TRANSACTIONS
(From the Notes to the Consolidated and Company Financial
Statements for the year ended 28 February 2017)
(Extract from Note 25)
25. Related party transactions
As at 28 February 2017 the Group owed GBP32,000 to Faber &
Faber, a company in which a Bloomsbury Director shares a common
directorship. Key management remuneration is disclosed in note
5
(Extract from Note 5)
The Group considers key management personnel as defined under
IAS 24 'Related Party Disclosures' to be the Executive Directors of
the
Company and those Directors of the global divisions, major
geographic regions and departments who are actively involved in
strategic decision-making. Full details concerning individual
Directors' remuneration are set out in the audited part of the
Directors' Remuneration Report on pages 50 to 67. The total
remuneration of the Directors was GBP2,163,000 (2016:
GBP1,508,000).
Total emoluments for Executive Directors and other key
management personnel were: Total emoluments for Executive Directors
and other key management personnel were:
Year ended Year ended
28 February 29 February
2017 2016
GBP'000 GBP'000
Short-term employee benefits 3,446 2,887
Post-employment benefits 199 266
Share-based payment charge 155 472
Total 3,800 3,625
(Extract from Note 43)
43. Related Parties
Trading transactions
During the year the Company entered into the following
transactions and had the following balances with its
subsidiaries:
28 February 29 February
2017 2016
GBP'000 GBP'000
Sale of goods to subsidiaries 7,177 4,200
Management recharges 9,300 7,642
Commission payable to subsidiaries - 1
Finance income from subsidiaries 303 68
Amounts owed by subsidiaries at
year end 11,293 17,952
Amounts owed to subsidiaries at
year end 29,524 30,547
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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