Bloomsbury Publishing Plc Annual Report and Accounts for the year ended 29 February 2020 ended 29 February theAnnual Report year for and Accounts Stock code: BMY 27040 11 June 2020 9:44 pm Proof 2 27040-Bloomsbury-AR2020 - strategic.indd 3 27040 11 June 2020 9:44 pm Proof 2 11-Jun-20 9:49:40 PM Bloomsbury Publishing Plc is an entrepreneurial, independent, worldwide publisher listed on the London Stock Exchange with offices in London, Oxford, New York, Sydney and New Delhi, and a joint venture presence in China. Our mission Our mission is to be an entrepreneurial, independent publisher of works of excellence and originality to a worldwide audience. Our purpose Our purpose is to inform, educate, entertain and inspire readers of all ages. We champion a life-long love of reading and learning to help build a reading culture with all the benefits which that brings society. Our values entrepreneurial independent Be independent Be entrepreneurial collaborative Author focussed Be collaborative Be author-focused ethical optimistic Be ethical Be optimistic sustainable determined Be determined Be sustainable inclusive Be inclusive 27040-Bloomsbury-AR2020 - strategic.indd 3 27040 11 June 2020 9:44 pm Proof 2 11-Jun-20 9:49:46 PM 27040 11 June 2020 9:44 pm Proof 2 Contents Overview Year highlights 02 Bloomsbury at a glance 04 Global Bestsellers 2019/2020 05 Chairman’s Statement 06 Strategic Report Chief Executive’s Review 10 Marketplace 18 Business Model 20 Strategy 22 Key Performance Indicators 25 Divisional Overview 26 – The Non-Consumer Division 26 – The Consumer Division 30 – Group Functions supporting our Publishing Divisions 35 Financial Review 36 Risk Factors and Risk Management 40 Corporate Responsibility 46 – Stakeholder Engagement 58 Governance Chairman's Introduction to Corporate Governance 66 Corporate Governance Framework 67 Board of Directors 68 Directors’ Report 70 Corporate Governance Report 75 Nomination Committee Report 81 Audit Committee Report 84 Directors’ Remuneration Report 88 Section 172 Directors’ Duties Statement 108 Financial Statements Independent Auditor’s Report 112 Consolidated Income Statement 120 Consolidated Statement of Comprehensive Income 121 Consolidated Statement of Financial Position 122 Consolidated Statement of Changes in Equity 123 Consolidated Statement of Cash Flows 124 Notes to the Financial Statements 125 Company Statement of Financial Position 164 Company Statement of Changes in Equity 165 Company Statement of Cash Flows 166 Notes to the Company Financial Statements 167 Additional Information Five Year Financial Summary 182 Company Information 183 Legal Notice 184 Notice of the Annual General Meeting 185 27040 11 June 2020 9:44 pm Proof 2 27040-Bloomsbury-AR2020 - strategic.indd 1 27040 11 June 2020 9:44 pm Proof 2 11-Jun-20 9:49:47 PM Year Highlights Financial highlights Revenue Dividend1 Adjusted profit2 £m pence per share £m £162.8m 1.28p £15.7m +0% -84% +9% 2020 £162.8m 2020 1.28p 2020 £15.7m 2019 £162.7m 2019 7.96p 2019 £14.4m 2018 £161.5m 2018 7.51p 2018 £13.2m 2017 £142.6m 2017 6.70p 2017 £12.0m 2016 £123.7m 2016 6.40p 2016 £13.0m Profit before tax Adjusted diluted EPS3 Diluted EPS £m pence per share pence per share £13.2m 16.77p 13.84p +10% +12% +13% 2020 £13.2m 2020 16.77p 2020 13.84p 2019 £12.0m 2019 14.97p 2019 12.25p 2018 £11.6m 2018 13.92p 2018 12.06p 2017 £9.4m 2017 12.63p 2017 9.81p 2016 £10.4m 2016 15.24p 2016 12.93p 1 Bloomsbury had intended to declare a final dividend for the year of 6.89 pence per share. This would have resulted in a total dividend for the year of 8.17 pence per share, up 3% on the previous year. As previously announced, Bloomsbury has decided in light of coronavirus to conserve cash and therefore will not be paying a cash dividend. It is now proposed, subject to Shareholder approval, that the dividend is instead settled through the issuance of new ordinary shares by way of bonus issue to Shareholders, with a value equivalent to the proposed final dividend. Further information is set out in the Notice of Annual General Meeting on pages 188 to 196. 2 Adjusted profit is profit before taxation, amortisation of acquired intangible assets and other highlighted items. 3 Adjusted diluted EPS is calculated from adjusted profit with taxation on adjusted profit deducted. • Profit before taxation and highlighted items* grew by 9% to • Net cash of £31.3 million at 29 February 2020, up 14% (2019: £15.7 million, up from £14.4 million in 2018/2019 £27.6 million) • Revenues increased to £162.8 million (2018/2019: £162.7 • Cash conversion of 96% (2018/2019: 128%), excluding the million) despite the impact of coronavirus on our Chinese acquisition of the rights of Oberon Books Limited sales in January and February • Subject to Shareholder approval, proposed bonus issue, • Profit before taxation grew by 10% to £13.2 million in lieu of, and with a value equivalent to, proposed final (2018/2019: £12.0 million) dividend of 6.89p per share • Diluted earnings per share, excluding highlighted items*, * Highlighted items comprise amortisation of acquired intangible assets and grew by 12% to 16.77p (2018/2019: 14.97p) legal, other professional costs and restructuring costs relating to ongoing and • Diluted earnings per share grew by 13% to 13.84p completed acquisitions and one-off costs relating to the coronavirus. (2018/2019: 12.25p) 02 Bloomsbury Publishing Plc www.bloomsbury.com 27040-Bloomsbury-AR2020 - strategic.indd 2 27040 11 June 2020 9:44 pm Proof 2 11-Jun-20 9:49:49 PM 27040 11 June 2020 9:44 pm Proof 2 OVERVIEW Operational highlights Non-Consumer Consumer • Excellent Academic & Professional performance, with profit • Profit before taxation and highlighted items* of £8.9 million before taxation and highlighted items* up by 58% to £4.8 (2018/2019: £10.7 million) million (2018/2019: £3.0 million) and revenue up 4% • Consumer revenue of £96.8 million (2018/2019: £99.3 million) • Non-Consumer profit before taxation and highlighted items* • Strong Adult Trade performance, with revenue up 12% to up by 85% to £6.7 million and revenues grew by 4% to £66.0 £37.4 million (2018/2019: £33.5 million) and profit before million (2018/2019: £63.4 million) taxation and highlighted items* of £1.6 million (2018/2019: • Non-Consumer profit before taxation grew by 159% to £5.0 £0.9 million) million (2018/2019: £1.9 million) • Children’s Trade delivered profit before taxation and • Bloomsbury Digital Resources (“BDR”) revenues up 32% to highlighted items* of £7.3 million (2018/2019: £9.8 million) £8.3 million and moves into profit and revenue of £59.4 million (2018/2019: £65.8 million) • Digital format sales now comprise 22% of Non-Consumer • Resilient sales of Harry Potter titles, in line with last year revenues, a CAGR of 18% over four years • Children’s revenue affected by the timing of and fewer • Acquisition of Oberon’s rights in December 2019 completed frontlist titles from Sarah J. Maas for £1.2 million, strengthening our digital resources with its • Excellent audio performance from our new Audio division, high quality drama IP with an expert team delivering 190% revenue growth by • BDR partnerships with Human Kinetics launched and Taylor focusing on production of key titles and delivering bestsellers & Francis in development as well as the new National Theatre • Appointment of Paul Baggaley as Editor-In-Chief of collection included in Drama Online Bloomsbury Adult Trade, one of the most highly-regarded figures in the industry who joined us from Macmillan in March 2020 * Highlighted items comprise amortisation of acquired intangible assets and legal, other professional costs and restructuring costs relating to ongoing and Read more about our markets on pages 18 to 20 completed acquisitions and one-off costs relating to the coronavirus. No Visible Bruises by Rachel Louise Crescent City: House of Earth Women Rowing North by Mary Lose Weight & Get Fit by Tom Kerridge Snyder was a New York Times and Blood by Sarah J. Maas was Pipher was one of Bloomsbury’s top was in the Nielsen Bookscan Non- bestseller number one on the New York Times selling titles in ebook format Fiction Top 10 for four weeks, with bestseller list its highest position at number 4, and the Sunday Times Manual chart at number 3 Stock code: BMY Annual Report and Accounts 2020 03 27040 11 June 2020 9:44 pm Proof 2 27040-Bloomsbury-AR2020 - strategic.indd 3 27040 11 June 2020 9:44 pm Proof 2 11-Jun-20 9:49:54 PM Bloomsbury at a glance Bloomsbury is a global publisher of books and other media for general readers, children, students, teachers, researchers and professionals. Bloomsbury offers authors and illustrators access to these markets in multiple formats and via multiple channels throughout the world. Our entrepreneurial teams in London, Oxford, New York, Sydney, New Delhi and China (through our joint venture partnership with China Youth Publishing Group and its subsidiary Roaring Lion Media) serve all territories. Our mission and purpose are set out on the front inside cover of this Annual Report; our strategy for achieving our mission and purpose is summarised on pages 22 to 23 of the Strategic Report. Strong nancial position and liquidity Strong financial position and liquidity Access to global markets and partners Global markets and partners Diversied portfolio of content and services Bloomsbury has grown strongly over the past five Bloomsbury has relationships with over 1,200 years, both through organic digital growth, and customers in over 90 countries worldwide.