We have a diverse workforce and management team led by
a gender diverse Board. The majority of senior managers
and employees worldwide in the Group are women.
Asat28February 2022, the number of employees by
eachgender is shown below.
In line with UK regulations, Bloomsbury has provided
information on its Gender Pay Gap in the UK
(see www.bloomsbury-ir.co.uk). We have benchmarked
our Gender Pay Gap against the publishing industry
and will continue to identify best practices to close
the gap.
Currently in the UK, 13.4% of staff are from
ethnic minority groups and in the US, the
figure is 19.8%
1
.
One out of the seven Directors on
Bloomsbury’s Plc Board is from a
minority ethnic group, in line with
the recommendations of the
Parker Review.
During 2021/2022, the
Company’s Global DE&I Steering
Committee continued to support
our DE&I Working Group and
DE&I Project Managers, who foster
a working environment that is welcoming and supportive of
difference and individual well-being, while at the same time
promoting an inclusive culture in which our workforce feels
connected by a common purpose and shared values. The DE&I
Working Group is supported by our Staff Networks.
1 The UK figures have been taken from the results of the UK Publishers Association industry survey conducted in 2021, in which Bloomsbury employees were
invited to participate. Participation in these surveys was voluntary; therefore, the figures may not have captured Bloomsbury’s full workforce.
2 Includes the heads of publishing divisions, Group functions and country heads who are not Executive Directors on the parent Company Board.
3 Excludes workers who are freelance consultants and temps.
Directors of the
Group Parent Company
33
Female
Male
Senior managers of the Group
(other than Directors)
2
53
Female
Male
All employees of the Group
3
649265
Female – (71)%
Male – (29)%
Board
& Global
Steering
Committee
Working
Groups
Staff
Networks
All
Employees
www.bloomsbury.com
70
Bloomsbury Publishing Plc
Our Staff Networks complement the activities of the
DE&I Working Group by providing valuable feedback and
helping to set priorities for future action. They are the
backbone of ensuring Diversity, Equity and Inclusion is
woven into the workplace and that staff are represented
at all levels. To date, 11 Networks and Employee Resource
Groups have been established across our offices: Bloom,
Pride (LGBTQ+); Mental Health and Well-being, Parents,
Guardians and Carers and Disability in the UK,
and BIPOC, LGBTQ+, Mental Health, Women at
Bloomsbury, Assistants at Bloomsbury and Socio-
economic Status in the US.
Initiatives of the Staff Networks include:
• The Bloom network celebrated Black History
Month with a series of events and launched
the Bloom Buddy Scheme to pair new starters
with other ethnically diverse colleagues for
guidance and support. They also continued
their successful book club.
• The Mental Health Network marked Mental
Health Awareness Week with a series of events
and recognised World Suicide Prevention Day
and World Mental Health Day with seminars
from our Employee Assistance Programme.
Work began on a menopause policy and 15 staff
members became Mental Health First Aiders.
• Our Parents, Guardians & Carers Network launched a
buddy scheme for parental leave returners and provided
consultation on our flexible working and parental policies.
• The LGBTQ+ Network worked on guidance on supporting
transitioning in the workplace and celebrated Pride Month.
Actions we have taken to promote diversity,
equity and inclusion within Bloomsbury include:
• Our Diversity and Inclusion and Training Administration
Manager was appointed in July 2021, to globally organise
and guide our DE&I Working Group and Staff Networks,
initiate and deliver DE&I projects, develop outreach
partnerships within our community and to organise
training, education and engagement programmes.
• We deliver high-quality staff training, including
Mental Health First Aid (15 Mental Health First
Aiders trained across Bloomsbury UK), and pilots of
Unconscious Bias and Allyship in the Workplace. This
also includes supporting personal development and
career progression, with a Management Development
Programme, a Mentoring Scheme and Executive
coaching provision. A formal Training and Development
Programme for all employees, to cover core publishing
skills, management skills, wellness, and diversity equity
and inclusion, was launched in May 2022.
Far left:
Annie
Muyang,
Diversity
and Inclusion
Manager
UK Networks
US Networks
Bloom (BAME)DisabilityMental Health
and Well-being
Pride (LGBTQ+)Parents,
Guardians and
Carers
LGBTQ+BIPOCMental
Health
Assistants at
Bloomsbury
Women at
Bloomsbury
Socio-
economic
status
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Diversity, Equity and Inclusion at Bloomsbury
continued
• We are committed to nurturing new talent regardless of
background: in 2021/2022, we welcomed 12 Apprentices
to Bloomsbury in partnership with the LDN Apprenticeship
Scheme which has been rated “Outstanding” by Ofsted.
• We continue to partner with Creative Access – an
organisation dedicated to recruiting under-represented
talent into the creative industries.
• Our Employee Assistance Programme supports
employee well-being and mental health: during 2021,
employees were offered two additional wellness days,
core hours were extended to give staff better flexibility in
managing work and personal/family responsibilities and
Flexible Fridays were introduced to enable employees to
finish work early on a Friday.
Partnerships
• We are proactively forging partnerships with
organisations that drive positive change, including the
Black Writers Guild.
• Looking beyond our own activities, we are involved
in important discussions across the industry, with our
Director of Academic and Professional Publishing, Pooja
Aggarwal, speaking at the DESIBlitz Literature Festival
on Women of Colour in Publishing and the CSE’s Virtual
Fall Symposium on ensuring DE&I for the next generation
in scholarly publishing. She is now an ambassador of
DESIBlitz, further supporting their goal of promoting
diverse voices in the literature space.
Our work during 2021/2022 to improve diversity and
inclusion within Bloomsbury and the wider publishing
industry has been recognised by two major industry awards.
Bloomsbury was awarded the London Book Fair International
Excellence Awards 2022 Inclusivity in Publishing Award,
with judges praising the depth and scope of Bloomsbury’s
diversity and inclusion efforts. Bloomsbury also won The
Alison Morrison Diversity and Inclusivity Award at the 2022
Independent Publishing Awards, with the judges recognising
Bloomsbury’s efforts to diversify across our lists, plus in-
house initiatives on allyship and mental health. The judges
also praised Bloomsbury’s partnerships with organisations
such as Creative Access and the Black Writers’ Guild.
Bloomsbury Publishing with
Lit in Colour
In March 2021, Bloomsbury joined forces with Lit in
Colour Pioneers, a joint initiative between Pearson,
Penguin Random House UK and The Runnymede
Trust, which supports UK schools in diversifying their
GCSE and A Level English Literature curriculum. We
donated 4,391 copies of set texts by Black, Asian and
Minority Ethnic writers to UK schools, including The
Empress by Tanika Gupta, Refugee Boy by Benjamin
Zephaniah, adapted by Lemn Sissay and Khaled
Hosseini’s A Thousand Splendid Suns.
In April 2021, we published four new play texts by
global playwrights: Ibsen’s A Doll’s House adapted
by Tanika Gupta, Sophocles’ Antigone, adapted by
Roy Williams, Gone Too Far! by Bola Agbaje and
The Free9 by In-Sook Chappell. All were adopted by
Pearson for their Edexcel GCSE Drama curriculum for
first teaching in September 2021 and first assessment
in 2022 to ensure that the choice for Drama teachers
is broader and more representative.
In early 2022, Bloomsbury became an official
partner of the Lit in Colour campaign, working with
teachers and students to introduce new plays to the
curriculum, which will create more representative and
inclusive experiences in classrooms across the UK.
Bloomsbury’s established playwright relationships
will complement and expand on the current Lit
in Colour initiative by introducing new plays to
students, increasing playwright visibility in schools
and partnering with exam boards to increase diversity
in the curriculum.
We have created an Advisory Board to ensure we are
meeting the needs of teachers and representing new
and exciting talent, including Talent Development
Manager at the Donmar Warehouse and Education
Associate at The Old Vic, mezze eade; Artistic
Director of Tamasha Theatre Company, Pooja Ghai;
and playwright Tanika Gupta MBE. We are also
undertaking important research to understand the
current landscape of plays taught at GCSE and
A Level in schools, in order to make appropriate
recommendations.
www.bloomsbury.com
72
Bloomsbury Publishing Plc
Environment
Bloomsbury takes its environmental responsibility very seriously. We believe that a
responsible and sustainable business allows us to respond to stakeholder expectations and
to manage a range of emerging risks, including in the important area of climate change.
We aim to reduce the environmental impact of our business wherever possible.
Governance
The diagram on page 84 of this Annual Report illustrates
the governance structures in place at Bloomsbury to
manage climate change and sustainability topics.
The Board has responsibility for approving substantive
strategies for reducing the environmental impact of
Bloomsbury’s business and addressing climate risk. The
Executive Committee, supported by the Sustainability
Steering Committee, is responsible for the formulation and
execution of the Group’s sustainability roadmap, including
tracking progress towards its climate-related targets.
The Board and Executive Committee are briefed on
climate-related matters by way of regular updates from
the Head of Sustainability on progress against the Group’s
sustainability objectives as well as through education
sessions to communicate relevant developments in climate
policy, research, and debate, and climate-related regulatory
requirements relevant to the Group. This has included a
session on the Group’s response to the Task Force on Climate-
Related Disclosures (“TCFD”) recommendations and project
work in respect of the Group’s climate transition planning.
During the year, our governance of climate-related matters
was enhanced by the establishment of a cross-functional
TCFD Steering Committee to support our work towards
compliance with the recommendations of the TCFD and the
work of our Sustainability Steering Committee, which oversees
sustainability initiatives and objectives, including the setting of
science based targets to reduce Bloomsbury’s environmental
footprint. Both committees are chaired by the Head of
Sustainability and comprise members of the Executive
Committee and key stakeholders from relevant functions and
divisions within the Company. The TCFD and Sustainability
Steering Committees have joint responsibility for developing
Bloomsbury’s strategic response to climate change.
2021/2022 Progress
During the year, we have made significant strides in our
work on environmental sustainability, building on the strong
progress made in the prior year. The illustration below sets
out some of the key milestones achieved in 2021/2022.
“It is imperative that we embed sustainable principles in the way that we operate and the books and digital resources we publish.
Furthermore, to achieve real progress towards net-zero, we must work together as an industry to implement low carbon opportunities
in our shared networks. We will actively seek opportunities to take leadership in tackling climate issues at Bloomsbury. In my role as
President of the UK Publisher’s Association, I am encouraging the acceleration of action throughout the industry.”
Nigel Newton Chief Executive
AprJulOctJanMayAugNovFebJunSepDecMar
Continue to
contribute
to industry
sustainability
groups raising
our collective
voice to drive
change.
Submitted
our Science
Based Targets
to the SBTi for
Validation.
Published an
Environmental
Policy which sets
out our approach
to sustainability
as well as our
targets.
Received
validation from
the SBTi for
our Scope 1, 2
and 3 emissions
targets.
Actively
engaged with
key suppliers
to gather data
and engage on
sustainability
initiatives.
Established the
TCFD steering
Committee
to aid the full
alignment with
the disclosure
requirements of
the TCFD.
Bloomsbury
completed the
minimum version
of the CDP
Climate Change
Questionnaire.
Bloomsbury
became a
founding
signatory of
the Publishers
Association’s
Publishing
Declares pledge.
Sponsored the
planting and
protection of
trees with both
Woodland
Trust and
Reforest’Action.
Appointed
external partners
to assess our
long-term plans
to further align
with a net-zero
transition.
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Environmental policy
During 2021/2022, we published our environmental
policy to communicate to staff, customers, suppliers and
investors our commitment to measure and reduce carbon
emissions both in our operations and in our supply chain.
The environmental policy can be found on the Company’s
investor relations site at www.bloomsbury-ir.co.uk.
Science based targets
In September 2021, Bloomsbury received validation from
the Science Based Targets initiative (“SBTi”) for our near-
term emissions reduction targets.
We have set reduction targets for our operational footprint
(Scopes 1 and 2) in line with the Paris Agreement, and have
committed to a 46% reduction in emissions by 2030 (base
year 2019/2020).
We have currently achieved a 40% reduction in our Scope
1 and 2 emissions from our base year of 2019/2020,
tracking below our SBTi targets. This reduction reflects the
continuation of hybrid working among Bloomsbury staff,
combined with office closures for periods of the year, and the
switch to renewable energy supply in the UK and Australia.
Science Based Target Scope 1 & 2 progress
FY19/20
FY30/31
FY29/30
FY28/29
FY27/28
FY26/27
FY25/26
FY24/25
FY23/24
FY22/23
FY21/22
FY20/21
0
100
200
300
400
500
Absolute tonne CO
2
e
Scope 1Scope 2 (market-based)
1.5 degree reduction pathway
Environment
continued
We have also committed to working with our suppliers and
have set further targets to achieve a 20% reduction in Scope
3 emissions across our supply chain by 2035 (base year
2019/2020). This reduction is in line with a 2-degree pathway.
Our science based Scope 3 targets are in respect of
Category 1 (purchased goods and services) emissions,
which accounted for 83% of Bloomsbury’s Scope 3
emissions in our base year of 2019/2020.
In the year ahead, we will assess our long-term plans to
further align to the goals of the Paris Agreement with a
net-zero transition. This programme of work remains of the
utmost importance to Bloomsbury’s Board and Executive
Committee, and to our employees.
Supplier Engagement
A significant achievement during 2021/2022 was engaging
key suppliers and building relationships with their
sustainability representatives. Through the spend-based
Scope 3 analysis carried out in 2020/2021, we have identified
those suppliers which contribute most materially to
Bloomsbury’s greenhouse gas emissions. Regular meetings
with these suppliers enable us to gather data, share progress
and work together on sustainable projects and initiatives.
www.bloomsbury.com
74
Bloomsbury Publishing Plc
Industry Collaboration
We believe that working as an industry, publishers have the
power to drive change. Bloomsbury’s Head of Sustainability
represents Bloomsbury on the Publishers Association
(“PA”) Sustainability Task Force as well as the Independent
Publishers Guild (“IPG”) Sustainability Action Group and the
Book Industry Communications (“BIC”) Green Supply Chain
Committee. All groups drive industry-wide collaboration to
tackle climate change. Bloomsbury is an active member of
the Book Chain Project (“BCP”), a collaborative project run
by Carnstone, which aims to provide accurate information
about suppliers (paper mills, printers, etc.), enabling
publishers to make responsible decisions throughout the
supply chain and drive change towards more sustainable
ways of working. The BCP also runs industry-wide research
projects. During the year, Bloomsbury committed to joining
a BCP project to identify the environmental and social
sustainability impacts of commonly used paper types and
deliver insights on their availability and useability.
Bloomsbury’s was a founding signatory of the Publishing
Association’s Publishing Declares pledge. Signatories have
agreed to:
• Set targets across their operations and supply chains to
achieve net-zero carbon emissions as soon as possible,
and by 2050 at the latest;
• Work with resource-efficient supply chain partners and
use sustainable materials and processes where possible;
• Collaborate to achieve their climate aspirations;
• Support colleagues to become climate literate; and
• Raise awareness and drive positive climate action
wherever they can.
Next Steps
During 2022/2023, we will be taking the
following steps to continue to advance our
sustainability objectives:
• Supplier engagement – continue to work
with suppliers to gather increasingly accurate
data and to reduce emissions in line with
our science based targets and our strategic
response to climate risks.
• Science Based Targets – review the SBT
Net-Zero Standard, and assess our long-term
plans to further align to the goals of the Paris
Agreement with a net-zero transition.
• Continue to engage staff through our
Sustainability Working Groups.
• Industry engagement – work with our peers,
suppliers and customers to drive change
throughout the supply chain.
Above:
Jude Drake,
Head of
Sustainability
During 2021/2022 we began a project to
reduce the gsm of the paper products used
to manufacture our books (paper and boards).
In doing so, we reduced paper-related carbon
emissions by 13,573kgs of CO
2
e (91,473kgs
of CO
2
e full-year equivalent).
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Key areas of activity to reduce
Bloomsbury’s environmental
impact include:
Book manufacture
We are committed to reducing the environmental
impact of our products and to controlling the materials
used to produce them. We believe in protecting the
world’s forests and we are committed to ensuring the
paper we use is responsibly sourced. A keystone of our
global print purchasing strategy is the requirement for
Forestry Stewardship Council (“FSC”), the Programme
for the Endorsement of Forest Certification (“PEFC”)
or Sustainable Forestry Initiative (“SFI”) accreditation
to act as a print supplier to Bloomsbury, and we direct
the printers buying paper on our behalf to use FSC/SFI-
accredited materials in the manufacture of our products.
Where FSC/SFI-accredited materials are not available we
specify alternatives from known and reputable sources.
As a result, over 95% of our output is made from FSC/SFI
certified materials. Sustainability policies and planning,
and a willingness to work together to achieve targets are
key factors in our decision to engage a supplier, and once
we have entered into partnerships, we make regular trips
to factories to monitor progress, observe working practices
and recycling programmes, and to learn about other
locally relevant environmental initiatives.
During 2021/2022, we introduced the following
sustainability initiatives in respect of the manufacture of
our books:
• Adjustment of backlist specifications to remove
plastics and energy-hungry processes; and
• Cooperation with suppliers to source alternative
materials to manufacture and pack our books with
a view to reducing our reliance on plastics and
chemicals, as well as cutting energy use.
Print-on-demand
Changes in print technology are increasingly making
it economic to manufacture books at the time of, and
in the quantity needed for, sale – in some cases in the
territory of sale. This reduces the CO
2
generated by
pulping, recycling and transporting unsold books.
Online publishing and e-formats
Our editorial strategy and XML-based production
workflow embrace digital publishing and the potential
benefits this may bring to the environment. Our focus
on digital formats and products allows millions of
students to access essential resources without using
paper and enables consumers to purchase Bloomsbury
titles in digital formats should they wish to avoid the
consumption of paper products.
Building and office facilities
The pandemic has meant a continuation of hybrid
working. Bloomsbury’s offices have been open for
periods during the year with staff having the option to
attend on pre-allocated days, but many have chosen to
remain working from home. Most of our London-based
employees who have chosen to work from our offices
travel to work by public transport. We provide bicycle
storage and showers for staff who ride to work.
From 1 April 2022, all UK sites under head office control
will use 100% renewable electricity. This excludes multi-
occupancy sites under landlord control, although we
continue to engage with our landlords on this issue.
Lights are generally fitted with motion detectors and
our office policy is to turn off lights and non-essential
electrical equipment out of hours when not in use. We only
use energy-efficient lightbulbs and we are rolling out a
programme to upgrade these to LED lamps where possible.
During the pandemic, UK office heating and lighting has
been significantly reduced to focus on occupied areas.
This is aided by previously installed lighting motion
sensors and temperature controllers.
For most employees, we have implemented separate
recycling bins for different waste materials so that a
significant proportion of our office waste is recycled.
Paper and cardboard collection points are provided in
every room and next to every photocopier.
All general waste is disposed of in clear sacks for sorting
at the relevant recycling centre, where their target is to
recycle 98% of all general waste that is sent to them.
We use 95% recyclable cardboard packaging for our
shipments from our offices and are working hard to make
this 100% in the coming year.
We supply point of use drinking water and do not supply
plastic or paper cups.
ESOS Compliance
We are ESOS compliant and have taken advice from
Inprova Energy Ltd T/A Energy & Carbon Management,
who carried out phase two of our ESOS compliance. We
continue to consider and apply their recommendations
to reduce our carbon footprint.
Flexible office working
Bloomsbury has implemented a flexible working policy
enabling homeworking for parts of the week for all staff,
which will impact on emissions related to staff commuting
and is likely to lead to a reduction in emissions arising
from staff attendance at our offices, when measured
against pre-pandemic emissions. We are assessing our
ability to account for home working emissions, and will
be gathering relevant data via staff surveys.
Environment
continued
www.bloomsbury.com
76
Bloomsbury Publishing Plc
Encouraging a
sustainabilityculture
We want to engage and educate colleagues to be more
climate literate, empowering them to make decisions, in
and out of work, that promote environmentally friendly
practices and support the journey to a low carbon world.
In collaboration with Bloomsbury’s independent pension
scheme advisor, Champain, we designed a session, which
ran just after year end, inviting UK staff to look at different
options for investing in greener and more sustainable
pension funds. We wanted to demystify how the funds
work, how they are made up and explain how terms such
as “sustainable” “responsible” and “ethical” are used
when it comes to investing. The aim of the session was to
inform staff how they can control the way their pension
funds are invested and how this might impact their return.
Following the presentation, staff were offered a 1:1
session to discuss their individual pension options.
We had an overwhelming response from staff with
approximately 120 staff attending the live webinar.
As a result of this session, we are looking into providing
a ‘pure green’ alternative to the default pension fund
available to Bloomsbury staff in the UK.
Sustainability partnerships
Woodland Trust
Alongside wider goals to measure and reduce our carbon
emissions, in 2021/2022 Bloomsbury made a donation
of £19,200 to The Woodland Trust to sponsor a one-
acre grove at the Young People’s Forest, near Heanor, in
Derbyshire, which contains around 750 newly planted trees.
The donation supports ongoing care and management
of the trees to ensure they grow into maturity enabling
them to provide shelter and food for wildlife. The donation
also supports the wider project to engage young people
to learn about nature. In addition to donating funds, we
are collaborating with the Woodland Trust on a range of
events and workshops, bringing together authors and
young people who use the woods. The aim of this work will
encourage access to wildlife as well as writing and literature.
Reforest’Action
Bloomsbury has also sponsored the preservation of
over 8,000 trees in 2021/2022 through a donation of
£9,998 to Reforest’Action. All members of staff across
Bloomsbury’s global offices have been given a code
to plant eight trees each via the Reforest’Action
projects Bloomsbury are sponsoring. Countries in which
Bloomsbury has supported tree-planting include:
Brazil
2,000
trees planted
Project:
Development of fruit forests
in the Amazon rainforest
Involving traditional populations of
protected reserves in the creation of
fruit forests by guaranteeing them
access to these resources.
The project aims to recreate forest
ecosystems and support increased
biodiversity. Planted in formerly
deforested areas, the trees help
restore the Amazon rainforest cover
and provide fruit to alleviate food
scarcity for traditional populations.
They also serve to increase the
volume of water in the surrounding
rivers, thanks to a better supply
of groundwaters provided by the
organic activity of the forest soil.
India
4,000
trees planted
Project:
Restoring forests in the
Eastern Himalayas and
developing agroforestry
Restoring the forests of the State
of Assam, in the Eastern Himalayas,
and developing agroforestry to
provide local communities with more
sustainable agricultural solutions for
their cotton and tea crops.
The trees will enrich the soil, recharge
the aquifers, and protect the crops
from too much sun. Harvests will
improve over the years. Restoration
of forests will preserve and develop
biodiversity and help alleviate food
scarcity. Local people are trained in
the benefits of agroforestry and the
long-term maintenance of the planted
trees. Through forest restoration-linked
incomes, communities are better able
to access universal basic assets such as
healthcare and education.
South Africa
2,000
trees planted
Project:
Reforestation of
degraded pastures
Restoring ecosystems by planting
more than 500,000 seeds of
Spekboom, a local species which
is essential to the ecological
functioning of the region.
The planted trees will help the fight
against global warming on a global
scale by storing carbon in the form
of wood, and on a local scale by
humidifying the atmosphere. On
average, Spekboom stores more
CO
2
than dryland species. They
will host a large but environment-
specific flora and fauna biodiversity,
including a population of elephants
living in the project area. The forest
help will restore arable land and
protect the surrounding areas from
natural hazards as well as help to
regulate the rainwater cycle.
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2021/2022 Environmental
performance
We report on our greenhouse gas emissions as required by
the Companies Act 2006 (Strategic Report and Directors’
Report) Regulations 2013. We also report on our greenhouse
gas emissions, waste production and water consumption
Guidelines for UK Businesses. In respect of greenhouse
gases, we report in respect of stationary fuel use (onsite
consumption of natural gas and diesel), vehicle fuel use,
refrigerant use and electricity use in kWh, converted to CO
2
e
following the protocols provided by the Department for
Environment, Food and Rural affairs (“DEFRA”). Emissions
have been categorised against the Greenhouse Gas Protocol
scopes of reporting. The analysis of the Group’s emissions,
together with waste production and water consumption,
is performed by an independent external advisor, Trucost,
based on data we have provided, including utility bills,
vehicle fuel data, and expenditure on business travel.
Greenhouse Gas Emissions: Scope 1 and 2
GHGsDefinition
Data Source and Calculation
Methods
Quantity
Absolute Tonnes
CO
2
e
Normalised Tonnes
CO
2
e per £m Revenue
2021/20222020/20212021/20222020/2021
Scope 1 Direct Impacts
Stationary fuel
use
Emissions from
natural gas
consumption.
Actual annual consumption of
natural gas in kWh collected from
fuel bills. Data gaps were filled by
extrapolating using average daily
consumption and multiplied by
number of days. This consumption is
then converted according to DEFRA
guidelines for the London office
(Headquarters). Natural gas was
not used in Oxford, Alton, Hardwick
Street, US (including ABC-CLIO),
India and Australia offices.
2190.10.1
RefrigerantsEmissions from
refrigerant
leakage.
No data was provided on the
volume refrigerant recharge for
2021/2022
000.00.0
Company CarsEmissions from
petrol and diesel
consumption
Annual consumption in litres
provided for the UK offices.
Converted according to DEFRA
guidelines. There are no Company
cars in Australia and the US offices.
This year, the Company car in India
was not used due to home working
1990.10.1
Total Scope 140180.20.1
Environment
continued
Scope 1 and 2 emissions, waste and water
consumption
• Total Scope 1 and 2 (market-based) GHG emissions for
2021/2022 were 284 tCO
2
e. Scope 2 (market-based)
emissions account for 86% of the total, and the remaining
14% is attributed to Scope 1. This represents an increase
of 51% from the prior year, due to Bloomsbury offices re-
opening during the year for staff to attend on a voluntary
basis, and the acquisition of ABC-CLIO and Head of
Zeus. Despite this, Scope 1 and 2 emissions remain lower
than pre-pandemic emissions in 2019/2020.
• GHG emissions intensity for Scope 1 and 2 (market-based) in
2021/2022 was 20% higher than for the prior year (normalised
by revenue), reflecting Bloomsbury’s strong financial
performance in 2021/2022. Again, this remains lower than
emissions intensity in respect of 2019/2020, pre-pandemic.
• Bloomsbury generated 40 tonnes of waste in 2021/2022
(2020/2021:14.7 tonnes), of which 95% is recycled and 5%
is sent to landfill. The increase from the prior year reflects
partial office reopening as well as packaging and waste
relating to implementing COVID-19 health and safety
measures in advance of staff returning. 2021/2022 also saw
a reconfiguration of Bloomsbury’s offices for hybrid working
and the associated waste is captured in this increased figure.
• Total water consumption for 2021/2022 is 835 cubic
meters (m
3
), 1% higher than FY21 (828 m
3
).
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78
Bloomsbury Publishing Plc
GHGsDefinition
Data Source and Calculation
Methods
Quantity
Absolute Tonnes
CO
2
e
Normalised Tonnes
CO
2
e per £m Revenue
2021/20222020/20212021/20222020/2021
Scope 2 Impacts
Electricity Use –
location-based
emissions
Greenhouse
gas emissions
resulting from
electricity
purchased.
Actual annual consumption of
directly purchased electricity in
kWh collected for the London,
Alton, Hardwick Street, Oxford, US
(including ABC-CLIO), Australia, and
India offices. Data gaps were filled
by using average daily consumption
and multiplied by number of days.
1941280.80.7
For location-based emissions
calculations, the total consumption
(kWh) data is converted to emissions
according to DEFRA, EPA eGRID,
National Greenhouse Accounts
Factors (for Australia) and IEA
guidelines.
Electricity Use
– market-based
emissions
Market-based
emission for
purchased
electricity
UK offices are powered by
renewable energy in 2021/2022.
However, in the absence of energy
attribute certificates (e.g. RECs or
equivalent instrument) or supplier-
specific emission factor, residual mix
emission factor is considered for
calculating market-based emissions
for UK offices. For the Australia
office, market-based emissions are
calculated using a combination of
supplier-specific emissions factor
and residual mix for Australia, as
from November 2021 onwards,
Australia office started purchasing
renewable electricity directly from
supplier. For US and India, average
grid emission factors are considered
for market-based emissions.
2441701.10.9
Total Scope 22441701.10.9
Total Scope 1+ 2
(Location-Based)
2341461.00.8
Total Scope 1+2
(Market-Based)
2841881.21.0
The values in the tables above relating to Absolute Tonnes CO
2
e have been rounded to the nearest whole number and figures for
Normalised Tonnes CO
2
e per £m Revenue have been rounded to one decimal place.
Strategic Report
Stock code: BMY
Annual Report and Accounts 2022
79
Other impacts: waste and water consumption
WaterDefinition
Data Source and Calculation
Methods
Quantity
Absolute cubic
meters
Normalised cubic metres
per £m Revenue
2021/20222020/20212021/20222020/2021
Other Impacts
Water
consumption
Directly
purchased water
Actual annual volume of water
purchased provided for London,
Oxford and India offices. This
disclosed data for UK and India
offices is used to calculate per day
water consumption. For Australia
and US offices (including ABC-CLIO),
water consumption is estimated using
per day water intensity multiplied by
the respective working days.
8358284.04.0
WasteDefinition
Data Source and Calculation
Methods
Quantity
Absolute Tonnes Normalised Tonnes
per £m Revenue
2021/20222020/20212021/20222020/2021
Other Impacts
Waste
generation
General office
waste (which
includes a
mixture of paper,
card, wood,
plastics and
metals) sent
to recycling or
landfill sites
Actual annual quantity of waste
generated in London offices,
Oxford, US (including ABC-CLIO)
and India are considered. This
disclosed data is considered to
estimate per day waste generation
intensity. For the Australia office,
waste generation is modelled using
this waste intensity multiplied with
number of working days.
39.914.70.20.1
Notes:
1 Electricity consumption
Our total market-based electricity consumption in 2021/2022 increased by 43% compared to the prior year. This was due to more staff attending our offices,
which re-opened for parts of the year, as well as Bloomsbury’s acquisitions of Head of Zeus in June 2021 and ABC-CLIO in December 2021.
While the Bloomsbury offices have been closed for parts of 2021/2022, there have been several systems still in operation throughout the year. The server and
the server cooling room have been running as usual to facilitate staff working from home. The post room has been operating, albeit at a reduced rate. The lift,
lighting sensors, fire and intruder sensors, CCTV, Access Control, and the telephone system have all been in operation.
From 1 April 2022, all UK sites under head office control will use 100% renewable electricity. This excludes multi-occupancy sites under landlord control (e.g.
Osprey & Head of Zeus). The Head of Zeus energy supply is a mix of renewable (75%) and nuclear (25%). We continue to lobby the landlord at Kemp House
and Bloomsbury USA to switch to renewable energy. From November 2021, Bloomsbury Australia has been supplied by 100% renewable electricity. Bloomsbury
India’s energy is supplied by a state-owned power company.
2 Water consumption
In 2021/2022, water consumption increased by 1% from 828m
3
to 835m
3
. This small increase despite acquisitions and the return of staff to the office on a
voluntary basis during periods of the year can be explained by more accurate and representative billing. In 2020/2021, head office water consumption was
modelled on the reduction seen at Bloomsbury India resulting from office closures. This approach was necessary due to many UK utility bills being produced
from estimated meter readings as well as an overpayment via direct debit. Using expenditure would have resulted in a misrepresentation of water consumption.
During 2021/2022, more frequent meter readings have been possible meaning that UK spend is more representative of actual consumption.
The actual annual volume of water purchased was used to calculate per day water consumption for the UK and India offices. For the US and Australian offices,
water consumption has been estimated using per day water intensity multiplied by the respective working days.
Environment
continued
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80
Bloomsbury Publishing Plc
Greenhouse Gas Emissions: Scope 3
Bloomsbury’s total Scope 3 emissions for 2021/2022 are 24,214 tCO
2
e (2020/2021: 23,203 tCO
2
e). Upstream emissions account for the
majority (98%) of the Group’s Scope 3 emissions. Category 1 (purchased goods and services) contributed to 75 % of Bloomsbury’s total value
chain emissions. The table below show the breakdown of Scope 3 emissions by category.
Value chain (Scope 3) category
GHG
Emissions
(tCO
2
e)
2021/22
Scope 3
GHG share
(%)
GHG
Emissions
(tCO
2
e)
2020/21Relevance
Upstream
1) Purchased goods and services18,23475.3%20,877 Relevant
2) Capital goods3371.4%147 Relevant
3) Fuel- and energy-related activities790.3%33 Relevant
4) Upstream transportation and distribution4,91820.3%934 Relevant
5) Waste generated in operations20.01%3 Relevant
6) Business travel480.19%0.07 Relevant
7) Employee commuting220.1%23 Relevant
8) Upstream leased assets120.05%16 Relevant
Downstream
9) Downstream transportation and distribution3441%Not CalculatedRelevant
10) Processing of sold productsNot relevant
11) Use of sold productsNot relevant
12) End-of-life treatment of sold products2180.9%1,169Relevant
13) Downstream leased assetsNot relevant
14) FranchisesNot relevant
15) InvestmentNot relevant
Total24,21423,202
Notes:
1 The table above shows all 15 categories of Scope 3 emissions; those marked “Relevant” are the categories relevant to Bloomsbury’s business.
2 Bloomsbury acquired Head of Zeus in June 2021 and ABC-CLIO in December 2021. The data above does not include Scope 3 emissions for Head of Zeus or
ABC-CLIO. This will be included in our calculations for 2022/2023.
3 In respect of 2019/2020, the base year for setting our science based targets, Scope 3 emissions were calculated based solely on spend. This approach
allowed us to identify key suppliers who were most material to our carbon footprint. Since carrying out this analysis, we have engaged with these suppliers
and gathered more precise data, enabling us to establish more accurate Scope 3 emissions data.
4 Increased engagement with internal stakeholders not only facilitated a more granular approach to data capture, it also led to increased accuracy of industry
mapping relating to our Scope 3 analysis. We were able to identify several suppliers who had a cross-function between storage and distribution and establish
the service was more heavily weighted towards distribution. As a result, emissions from these suppliers are now captured in Category 4 and 9, upstream and
downstream transportation.
5 We have worked with our suppliers to develop new reports that allow us to more accurately track transportation. This has supported the move away from spend-
based analysis in calculating our Scope 3 emissions for categories 4 and 9. We continue to work with our suppliers to improve the accuracy of our reporting.
6 In 2021/2022, our Scope 3, Category 1 emissions have decreased by 12.6% as a result of more accurate industry mapping which saw several suppliers move
from Category 1 to Categories 4 and 9 (upstream and downstream transportation).
7 We have started working with our biggest print supplier, which purchases paper on our behalf, to develop a more accurate way to capture our paper-related
emissions.
8 The table above indicates a significant reduction in Scope 3, Category 12 emissions from the prior year. However, we have been made aware of a significant
data gap relating to this category and will be working in the next year to implement a data quality assessment to ensure future calculations for end-of-life
emissions become increasingly accurate.
The total Scope 1, 2 and 3* emissions for Bloomsbury in 2021/2022 is 24,498 tCO
2
e.
Total Scope 1 = 40 tCO
2
e
Total Scope 2 (market-based) = 244 tCO
2
e
Total Scope 3 = 24,214 tCO
2
e
Total Scope 3, Category 1 = 18,234 tCO
2
e (linked to Science Based Target)
* Excludes Head of Zeus and ABC-CLIO
Climate risks and opportunities
As part of the Group’s progress towards compliance with TCFD disclosure requirements, in 2021/2022, we completed an initial, qualitative
assessment of climate-related risks and opportunities. Further information on this project can be found on pages 82 to 92 of this Annual
Report. During 2022/2023, further work will be undertaken to quantify, to the extent possible, the risks identified as most material in terms of
having the greatest perceived financial impact on the Group.
Strategic Report
Stock code: BMY
Annual Report and Accounts 2022
81
TCFD
Task Force on Climate-Related Financial Disclosures (TCFD)
Bloomsbury is making disclosures in accordance with the Financial Conduct Authority (“FCA”) Policy Statement 20/17 and listing rule LR 9.8.6R(8),
consistent with the 11 TCFD recommendations and supporting guidance. Our disclosures are set out in this Annual Report on pages 83 to 92.
The table below indicates where core disclosures can be found for each recommendation and where additional details relevant to the specific
recommendation can be found if reported elsewhere in this Annual Report. The disclosures describe our activities to date as well as future areas
of focus to strengthen the Group’s management and communication of climate-related issues. The table summarises the Group’s compliance
with the TCFD recommendations and, where the Group partially complies, our plans to improve our reporting towards achieving full disclosure.
Recommended disclosureStatusReference
Governance
a) Board oversightDisclosedCore information: Pages 73 and 84
b) Management’s
role
DisclosedCore information: Pages 73 and 84
Strategy
a) Climate-related risks
and opportunities
DisclosedCore information: Pages 86 to 88
b) The impact of climate-
related risks and
opportunities
Partially
disclosed
Core information: Pages 83 to 92
• Transition plan: The Group has set near-term science based targets for Scope 1, 2 and
3 and plans to assess alignment to the SBTi net-zero guidance in 2022/2023. Alongside
this, we will conduct an analysis to identify carbon reduction measures that will support
the achievement of these targets.
• Financial planning: In 2021/2022, the Group completed a qualitative analysis of
climate risks and opportunities to understand the potential impact of strategically
important risks and opportunities under different climate scenarios. In 2022/2023, the
Group will undertake a quantitative scenario analysis to calculate the potential financial
impact of priority climate risks and opportunities, as identified from among the risks
and opportunities set out on pages 86 to 88 of this Annual Report. This will improve
the integration of climate-related issues into our financial and business planning
process.
c) The resilience of the
organisation’s strategy
Partially
disclosed
Core information: Page 90
Additional information: Pages 14, 16 to 23
• Strategy resilience & financial performance: The Group’s focus in 2021/2022 has
been on identifying and assessing climate risks and opportunities under different
climate scenarios. In 2022/2023, the potential financial impact of priority risks identified
by the Group as described above will be quantified under different climate scenarios.
The outcomes of this quantitative analysis will be incorporated into the Group’s
financial planning and will help inform strategy and the adoption of appropriate
resilience measures for inclusion in the Group’s climate transition planning.
Risk Management
a) Identifying and
assessing climate-
related risks
DisclosedCore information: Pages 83 to 91
b) Managing climate-
related risks
DisclosedCore information: Pages 84 to 91
c) Integration into overall
risk management
DisclosedCore information: Page 91
Metrics & Targets
a) Climate metricsPartially
disclosed
Core information: Page 92
Additional information: Pages 78 to 81
• TCFD climate metrics & targets: In 2022/2023, we will develop our climate scenario
analysis and evolve risk management processes. Following this, we will seek to identify
additional climate-related metrics that align with the new standardised cross-industry
metric categories recommended by the TCFD in October 2021.
b) GHG emissionsDisclosedCore information: Pages 78 to 81
c) Climate targetsCore information: Page 92
Additional information: Page 71
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82
Bloomsbury Publishing Plc
As such, we welcome the TCFD recommendations which
provide a consistent framework to demonstrate how we
identify, assess and manage our climate-related risks and
opportunities. Through our assessment of climate-related
impacts, we will develop an understanding of the financial
implications associated with climate change, enabling the
integration of climate considerations into our financial and
business planning processes.
TCFD progress highlights
During the year, Bloomsbury has made significant progress
across each of the TCFD thematic areas including governance,
strategy, risk management and metrics and targets:
• Governance: We established a dedicated TCFD
Steering Committee with cross-function representation
to drive progress towards full alignment with TCFD
recommendations.
• Strategy: We have appointed an external advisor to
undertake a climate scenario analysis of the transition
and physical risks and opportunities across the Group’s
operations and supply chain. The results of the initial
qualitative assessment are disclosed in this report. In
2022/2023, the analysis will include the quantification of
the potential financial impact of priority climate risks and
opportunities identified by the Group, which will help
inform the appropriate response strategy in order to
strengthen business resilience.
• Risk Management: A systematic methodology has been
adopted to assess the Group’s climate-related risks and
opportunities. For risks and opportunities which are
strategically important to the business, we have also
By reference to the achievement of each Executive Director against the profit element and strategic element detailed in the
table above, the bonus paid out at 100% of maximum (i.e. 100% of salary). The Committee considers the level of payout is
reflective of the outstanding overall performance of the Group as well as the experience of our Shareholders and employees.
Stock code: BMY
Annual Report and Accounts 2022
135
Vesting of PSP Awards
The PSP Awards granted on 21 August 2019 (“2019 PSP Award”) are set to vest on 21 August 2022 based on performance over
a three-year period ending 28 February 2022. The performance conditions for this award are as disclosed in previous Annual
Reports. The level of vesting for the 2019 PSP Awards is as follows and the Committee considers that this result appropriately
reflects the progress Bloomsbury has made over the last three years:
MetricPerformance condition
Threshold
target
2
Stretch
target
2
Actual% Vesting
Relative EPS growth
(50% of awards)
Compound annual growth in normalised
EPS over the performance period in excess
of annualised RPI (“Relative EPS growth”)
3%8%18.6%
50% (out of a
maximum of
50%)
ROCE
1
(50% of awards)
ROCE measured in the last financial year of
the three-year performance period
12.2%15.3%20.4%
50% (out of a
maximum of
50%)
Total estimated vesting
of 2019 PSP Awards100%
1
Vesting is subject to an underpin whereby the Committee will consider the underlying performance of the business and may apply discretion
should it conclude it is appropriate to do so. On review, the Committee was satisfied that the outcome was consistent with Company
performance over the last three years.
2
The level of vesting for achievement between threshold and stretch targets is calculated on a straight-line basis from 25% at threshold to
100% at stretch. There is no vesting for achievement below threshold, and 100% vesting for achievement above the stretch target.
Based on the above, values for the 2019 PSP Awards are as follows:
ExecutiveType of award
Number
of shares at
grant
Number
of shares
to lapse
Number
of shares
to vest
Number
of Dividend
Shares
1
Total
Estimated
value
£’000
2
Nigel Newton
Conditional award
with EPS and ROCE
performance conditions
197,9010197,90120,513218,414791
Penny
Scott-Bayfield102,5000102,50010,624113,124410
1
Dividend Shares are in lieu of dividends that would have accrued on the “Number of shares to vest” if held by the participants from the
date of grant up to the date of vesting of awards.
2
Estimated value is calculated using a three-month average share price to 28 February 2022 of £3.6226. The actual value of shares received
will vary depending on the share price at the end of the holding period.
Vested shares will be subject to a two-year holding period to ensure the Executive Directors remain aligned with our
Shareholders.
PSP Awards granted during 2021/2022
Details of PSP Awards granted in 2021/2022 (“2021 PSP Award”) are as follows:
ExecutiveSchemeDate of grantDate of vest
Basis of
award
(% of base
salary)
Face value
1
£’000
Vesting at
threshold
Vesting at
maximum
Performance
period
Nigel Newton
PSP
(Conditional
awards)
24 Aug 202124 Aug 2024 100% 47425%100%
3 years to
28 February
2024
Penny
Scott-Bayfield 24 Aug 202124 Aug 2024 100% 29625%100%
1
Face value was determined using a share price of 351p (closing mid-market price of a share on the dealing day before the grant was made).
Performance conditions in respect of the 2021 PSP Award:
MetricWeighting0% vesting25% vesting100% vesting
EPS (before highlighted items)60%17.9p19.8p25.2p
Non-Consumer Operating Profit15%£7.8 million£9.2 million£13.6 million
Consumer Operating Profit15%£10.9 million£11.9 million£14.9 million
Bloomsbury Digital Resources (BDR) Revenue10%£15.0 million£16.0 million£19.0 million
The awards for Executive Directors are subject to malus and clawback provisions and to a two-year post-vesting holding
period. During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a
clawback provision. The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not
reflect the Committee’s assessment of the underlying performance of the Company/individual.
Directors’ Remuneration Report
continued
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136
Bloomsbury Publishing Plc
Governance
Payments to past Directors
There were no payments to past Directors during the year.
Payments for loss of office
There were no payments for loss of office during the year.
Outstanding share awards
PSP Awards
PSP conditional share awards have been granted for nil consideration over Ordinary shares of 1.25 pence in the Company
under the Bloomsbury 2014 Performance Share Plan (“2014 PSP”). The number of PSP conditional shares awarded is
normally calculated based on the closing mid-market share price prevailing on the day before the date of grant. The
following PSP conditional shares awarded to the Executive Directors were outstanding during the year:
Date of
PSP award
Due date of
exercise/
expiry
Price at
grant date
(pence)
At
1 March
2021
Awarded
during
the year
Exercised
during
the year
Lapsed
during
the year
Share price
on date of
exercise
(pence)
At 28
February
2022
Nigel Newton
30 July 201830 July 2021220.00p201,851–201,851–361–
21 August
2019
21 August
2022230.00p197,901––––197,901
28 August
2020
28 August
2023209.00p222,142––––222,142
24 August
2021
24 August
2024351.00p–134,918–––134,918
Penny
Scott-Bayfield
30 July 201830 July 2021220.00p64,430–64,430–361–
21 August
2019
21 August
2022230.00p102,500––––102,500
28 August
2020
28 August
2023209.00p138,755––––138,755
24 August
2021
24 August
2024351.00p–84,273–––84,273
PSP Awards performance targets
Performance measures and targets for the 2019 PSP Award are detailed on page 136.
Performance measures and targets for the 2020 PSP Award are set out below:
MetricWeighting0% vesting25% vesting100% vesting
EPS (before highlighted items)60%17.8p19.5p24.6p
Non-Consumer Operating Profit15%£7.5 million£8.8 million£12.8 million
Consumer Operating Profit15%£10.4 million£10.7 million£11.6 million
Bloomsbury Digital Resources (BDR) Revenue10%£14.9 million£15.5 million£17.3 million
Performance measures and targets for the 2021 PSP Award are detailed on page 136.
Sharesave options
Bloomsbury operates an HMRC-approved Sharesave scheme in respect of which all UK employees are eligible to participate.
The following Sharesave options granted to the Executive Directors were outstanding at the year end:
At
1 March
2021
Granted
during
the year
Exercised
during
the year
Lapsed
during
the year
At 28
February
2022
Exercise
price
(pence)
Date of
grant
Date from
which
exercisableExpiry date
Penny
Scott-Bayfield
9,740–––9,740184.8p12 July 2019Sept 2022Mar 2023
Stock code: BMY
Annual Report and Accounts 2022
137
Directors’ interests in shares
Under the current Remuneration Policy, Executive Directors are required to build up a shareholding in the Company equal to 200% of their
salary (“Shareholding Guideline”) to align their interests with that of Shareholders. Executive Directors are expected to retain any vested
shares (net of tax) until the Shareholding Guideline has been achieved.
Executive Directors are also subject to a post-employment Shareholding Guideline. After ceasing to be an Executive Director, individuals
will be expected to maintain a shareholding equivalent to 200% of salary (or actual shareholding if lower), tapering down to nil over two
years. This guideline applies to shares vesting after the 2020 AGM and may be disapplied in certain cases (e.g. due to compassionate
circumstances).
Shareholding Guidelines do not apply to the Chairman or Non-Executive Directors.
The interests of the Directors who served on the Board during the year are set out in the table below. There have been no changes to those
interests between 28 February 2022 and the date of this report.
Owned
2
PSP Awards
Sharesave
options
unvested
Total
28 February
2022
Shareholding
Guideline
achieved
1
%
28 February
2022
6
28 February
2021UnvestedVested
Nigel Newton
3
1,306,6941,190,405554,961––1,861,655200%
Penny Scott-Bayfield
4
37,117–325,528–9,740372,38548%
Sir Richard Lambert10,31710,317–––10,317N/A
John Warren
5
–10,317––––N/A
Steven Hall3,2713,271–––3,271N/A
Leslie-Ann Reed––––––N/A
Baroness Young––––––N/A
Total1,357,3991,214,310 880,489–9,7402,247,628
1
The Guideline requires that the Executive Director must retain shares vesting from the PSP Awards net of tax until the Shareholding Guideline has been met.
The number of shares needed to satisfy a shareholding is normally recalculated at the close of the next business day following the announcement of the full year
results (the “Review Date”). The share price used above is 379 pence (determined by the closing price of shares the day after annual results are announced).
2
Owned includes shares held directly by the Director and indirectly by a nominee on behalf of the Director where the Director has the beneficial interest.
It includes the shares of the Director and of connected persons.
3
In respect of the vesting of the 2018 PSP Award, Nigel Newton acquired 221,292 shares (comprising 201,851 vested PSP shares and 19,441 dividend
equivalent shares), out of which 105,003 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting.
He retained the balance of 116,289 shares.
4
In respect of the vesting of the 2018 PSP Award, Penny Scott-Bayfield acquired 70,635 shares (comprising 64,430 vested PSP shares and 6,205 dividend
equivalent shares) out of which 33,518 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting.
She retained a balance of 37,117 shares.
5
John Warren resigned as a Non-Executive Director and Senior Independent Director of the Company on 21 July 2021. The table above is reflective of his
interests in shares on the date he stepped down from the Board.
No Director has or has had any interest, direct or indirect, in any transaction, contract or arrangement (excluding service agreements) which is
or was unusual in its nature or conditions or significant to the business of the Group during the current or immediately preceding financial year.
Overall, the Committee considers that the Remuneration Policy has operated as it intended during 2021/2022 and that the pay outcomes
are aligned with the experience of Shareholders and other stakeholders over the relevant performance period.
Implementation of Remuneration Policy in 2022/2023
Annual salary increases for the Executive Directors and senior management are normally aligned with the approach adopted for the wider
workforce, other than in specific circumstances (e.g. adjustments to reflect change in role). The Committee is of the view that this continues
to be a good discipline as it increases consistency in the approach to pay across the workforce.
From 1 March 2022, the Executive Directors received a pay increase of 5% in line with the increase for the general workforce.
Basic salaries for the Executive Directors are as follows:
Executive Director
From
1 March
2022
£’000
Nigel Newton
497
Penny Scott-Bayfield311
Directors’ Remuneration Report
continued
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138
Bloomsbury Publishing Plc
Governance
Pension and benefits
In 2022/2023, pension contributions (as a percentage of base salary) for Executive Directors will be at 9.5%. Pension contributions for any
new Executive Director appointments will be set in line with the applicable wider workforce rate. As disclosed on page 135, it is intended
that the rate be reduced further from 1 March 2023 to 7% so that it is in line with the all-employee rate.
There will be no changes to other benefits.
Annual bonus
Annual bonuses for 2022/2023 will be consistent with the Remuneration Policy. The maximum bonus potential will continue to be set
at 100% of salary. The structure of the bonus scheme will be the same as for 2021/2022 in that bonuses will be awarded at 25% upon
achievement of the Adjusted profit target. Any outperformance of this target will be used to fund the remaining 75% of the bonus pool.
Where the full bonus pool is not funded, bonuses would be pro-rated accordingly. The maximum bonus will be measured against a Group
profit target (70%) and strategic objectives (30%). As sustainability forms key part of the Company’s overall strategy, the strategic element
includes targets relating to our goal to reduce Scope 1 and Scope 2 emissions by 2030. When determining annual bonuses, the Committee
will consider both financial and strategic performance of the Group over the year, taking into account overall affordability. Specific measures
and targets will be disclosed retrospectively in the Annual Report on Remuneration.
To the extent any annual bonus is payable to the Executive Directors, the Committee will be mindful of the experience of all our stakeholder
groups over the year, in particular the wider employee population.
Any bonus payable will be subject to malus and clawback provisions.
Long-term incentives
Annual PSP Awards will be granted to Executive Directors in 2022/2023 (“2022 PSP Award”) at 100% of salary in line with awards in prior
years. When granting awards, the Committee will consider the share price on the grant date as well as the average price used to grant
awards over multiple years.
The performance targets for the 2022 PSP Award have been significantly increased from prior awards, reflecting the scale and ambition of
the Group plans.
The 2022 PSP Award will be subject to the following performance measures:
MetricWeighting0% vesting25% vesting100% vesting
EPS (before highlighted items)60%28.7p30.2p35.4p
Non-Consumer Operating Profit15%£9.8 million£10.9 million£14.3 million
Consumer Operating Profit15%£18.1 million £20.0 million£25.8 million
Bloomsbury Digital Resources (BDR) Revenue10%£22.3 million£24.3 million£30.3 million
The awards for Executive Directors will be subject to malus and clawback provisions and to a two-year post-vesting holding period.
During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a clawback provision.
The Remuneration Committee has approved that the Executive Directors may participate in the Company’s Sharesave scheme if operated.
The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not reflect the Committee’s assessment of
the underlying performance of the Company/individual.
Non-Executive Directors
From 1 March 2022, the Non-Executive Directors received an increase to their fees of 5% in line with the increase for the general workforce.
Current annualised fees are as follows:
Non-Executive DirectorPosition
From
1 March
2022
£’000
Sir Richard LambertChairman of the Board, Chair of the Nomination Committee
121
Steven HallChair of the Remuneration Committee and Independent Non-Executive Director
46
Leslie-Ann ReedChair of the Audit Committee and Senior Independent Director
46
Baroness YoungIndependent Non-Executive Director
43
John Bason
1
Independent Non-Executive Director
43
1
John Bason was appointed to the Board as a Non-Executive Director of the Company from 1 April 2022 at an annual fee of £43,000.
Stock code: BMY
Annual Report and Accounts 2022
139
PART B
2 (UNAUDITED INFORMATION)
Performance graph and table
The chart below shows the Company’s Total Shareholder Return for the period from 28 February 2012 to 28 February 2022 compared to that
of the FTSE SmallCap Media sector index over the same period. The index has been selected as it represents a broad equity market index,
of which the Company is a constituent member.
The total remuneration figures for the Chief Executive during each of the financial years of the relevant period are shown in the table below.
The annual bonus payout and PSP vesting level as a percentage of the maximum opportunity are also shown for each of these years.
Year ending:
28 Feb
2013
28 Feb
2014
28 Feb
2015
29 Feb
2016
28 Feb
2017
28 Feb
2018
28 Feb
2019
29 Feb
2020
28 Feb
2021
28 Feb
2022
Total remuneration (£’000)6177497995476899099511,1021,4921,824
Annual bonus (%)0%17%16%0%42%88%92.5%0%30%100%
PSP vesting (%)50%50%56%17%0%0%0%96%100%100%
Directors’ Remuneration Report
continued
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Bloomsbury Publishing Plc
Governance
Percentage change in remuneration of Directors and employees
The table below shows the percentage change in the base salary/fees, benefits and annual bonus between the financial years ended
29 February 2020 and 28 February 2021, and 28 February 2021 and 28 February 2022 in respect of all Directors of the Company compared to
that of the average percentage change for all employees of the Company for each of these elements of pay. The average employee change
has been calculated by reference to the mean of employee pay on a full-time equivalent basis. This table will be built up over time to display
a five-year history:
Average change between 2021 and 2022Average change between 2020 and 2021
Salary/FeesBenefits
6
Bonus
7
Salary/FeesBenefitsBonus
Average employee
1
2%(5%)67%(2%)(3%)1,009%
Executive Directors
Nigel Newton2%7%240%2%8%–
Penny Scott-Bayfield
2
10%21%266%14%36%–
Non-Executive Directors
Sir Richard Lambert2% n/an/a2%n/a n/a
John Warren
3
n/an/an/a2%n/a n/a
Steven Hall2% n/a n/a4%n/a n/a
Leslie-Ann Reed
4
6% n/a n/a0%n/a n/a
Baroness Young
5
(1)% n/a n/an/an/an/a
1
The average employee salary and benefits figures have reduced due to the salary mix impact of leavers and joiners during the financial year. In practice,
salaries were generally increased by 2% across the business in the year, with benefits arrangements remaining largely unchanged. The data for average
employees for 2021 has been restated to provide disclosure on a consistent basis to 2022.
2
Details in regard to Penny Scott-Bayfield’s salary increase is detailed in the Chair’s Annual Statement on page 109 of the 2021 Annual Report and Accounts.
As noted last year, Penny was initially appointed at a salary below that of her predecessor, and the salary levels was subsequently adjusted in August 2020 to
reflect her progress and performance in the role. This adjustment impacted the increase reported for 2021 and 2022. In future years, increases are expected
to be aligned with the wider workforce.
3
John Warren resigned as a Non-Executive Director and Senior Independent Director of the Company on 21 July 2021 and therefore percentage change in
remuneration for 2021 to 2022 is not applicable.
4
Leslie-Ann Reed was appointed to the Board on 17 July 2019. In order to provide a meaningful comparison with remuneration for 2020/2021, Leslie-Ann
Reed’s salary for 2019/2020 has been annualised. On 21 July 2021, Leslie-Ann became Chair of the Audit Committee and Senior Independent Director.
5
Baroness Young was appointed to the Board on 1 January 2021. In order to provide a meaningful comparison with remuneration for 2021/2022, Baroness
Young’s salary for 2020/2021 has been annualised.
6
The benefits for the Executive Directors remained broadly unchanged and the fluctuations reported primarily relate to changes in premiums.
7
In 2019/2020, there was a nil payout of bonuses to Executive Directors. In 2020/2021, the Company introduced a Group-wide bonus scheme.
Chief Executive’s pay ratio
The table below discloses the ratio of the Chief Executive’s pay, using the single total figure remuneration as disclosed on page 134 to the
comparable, full-time equivalent total remuneration of all UK employees whose pay is ranked at the 25th percentile, median and 75th percentile.
Year
Method
1
25th
percentile pay
ratio
2
Median pay
ratio
3
75th
percentile pay
ratio
4
2020
A
39.5 : 130.8 : 121.6 : 1
2021
5
A
51.1 : 140.5 : 128.8 : 1
2022
A
59.8 : 147.5 : 133.5 : 1
1
Method A, as set out in the Companies (Miscellaneous Reporting) Regulations 2018, was selected as this is considered the most statistically accurate and
robust methodology. The 25th percentile, median and 75th percentile UK employees were determined based on total remuneration for the year ended 28
February 2022 using the single total figure valuation methodology. The elements used to calculate total remuneration comprised salary, pensions, bonus and
benefits. The value of Sharesave options granted in the year have been excluded when calculating total remuneration for UK employees.
2
The relevant 25th percentile values are £25,500 salary and £30,485 total pay and benefits.
3
The relevant median values are £33,293 salary and £38,402 total pay and benefits.
4
The relevant 75th percentile values are £47,165 salary and £54,403 total pay and benefits.
5
The 2021 ratios have been restated to reflect the adjusted single total figure remuneration valuation for Nigel Newton, taking into account the updated
valuation for his 2018 PSP Award. The ratios previously disclosed in the 2021 Directors’ Remuneration Report were 45.8:1 (25th percentile), 36.3:1 (median)
and 25.8:1 (75th percentile).
Stock code: BMY
Annual Report and Accounts 2022
141
The Company believes the median pay ratio for the year ended 28 February 2022 is consistent with the pay, reward and progression policies
for the Company’s UK employees taken as a whole.
The Committee noted that although the pay ratios had increased in 2021/2022 as compared to prior years, this reflects the strong
performance in the relevant period. The Chief Executive’s pay for 2021/2022 included a bonus of 100% of salary and the 2019 PSP Award
which vested at maximum, reflecting the very significant outperformance in the year. In addition, the value of the Chief Executive’s single
figure was further enhanced by the material increase in the share price over the last three years. Share price growth represented around
one-third of the value reported in respect of the PSP.
A greater proportion of the Chief Executive’s and senior management’s overall remuneration is linked to performance (via the annual bonus
and PSP Awards) when compared to the wider workforce due to the nature of their roles. This means that there is greater variability in pay
at this level. The Committee therefore noted that pay ratios will continue to fluctuate in future years depending on the performance of the
business and associated outcomes of incentive plans in each year.
Consideration of wider workforce
During the year, the Committee was updated on workforce remuneration policies, including variable pay schemes and benefits for
employees across the Company as a whole, and took these into account when determining remuneration arrangements for Executive
Directors. The Committee continues to develop and evolve its approach to engagement with the workforce on Executive pay. Currently,
information on the Executive Remuneration Policy is provided on the Company’s intranet, which is accessible by all employees. Employees
are also able to direct questions or comments to the Committee on the approach to pay via a designated email address. This provides
a means of initiating a two-way dialogue where necessary. The communication is further supported by an expanded set of FAQs which
addresses many of the common queries raised by employees that are not expressly addressed in the formal Remuneration Policy.
Relative importance of spend on pay
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends.
Year ended
28 February
2022
Year ended
28 February
2021
Staff costs (£m)47.839.9
Dividends declared (£m)8.815.2
Retained profits (£m)0.111.6
Voting at the Annual General Meeting
At the Annual General Meeting of 21 July 2021, the Annual Statement by the Chair of the Remuneration Committee and the Annual Report
on Directors’ Remuneration for the financial year ended 28 February 2021 was put to an advisory vote. The voting outcomes were as follows:
Number
of shares
Percentage
of the vote
Votes cast in favour52,831,77798.96%
Votes cast against556,7521.04%
Total votes cast53,388,529100%
Abstentions on voting cards602,674
The Remuneration Policy was last put to Shareholders at the Annual General Meeting held on 21 July 2020 as an ordinary resolution. The
voting outcomes were as follows:
Number
of shares
Percentage
of the vote
Votes cast in favour47,009,93295.52%
Votes cast against2,204,7684.48%
Total votes cast49,214,700100%
Abstentions on voting cards25,340
Directors’ Remuneration Report
continued
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142
Bloomsbury Publishing Plc
Governance
Remuneration Committee
Composition of the Committee
The Committee is comprised of three Independent Non-Executive Directors and the Chairman of the Board. The members of the
Committee during the year were:
Director
Appointed in
the year
(if applicable)
Resigned in
the year
(if applicable)
Steven Hall (Chair of the Committee)––
Sir Richard Lambert––
John Warren–21 July 2021
Leslie-Ann Reed––
The Committee met five times during 2021/2022. The Committee members’ attendance can be seen on page 115 of this Annual Report.
Only members of the Remuneration Committee have the right to attend Committee meetings; however, the Chief Executive and Group
Finance Director may attend Committee meetings at the request of the Chair of the Committee for specific items on the agenda. The
remuneration consultants may attend where needed to provide technical support.
Role of the Committee
The terms of reference of the Committee set out its role and authority. These are reviewed annually and can be found on the Company’s
website, www.bloomsbury-ir.co.uk. In summary, the Committee’s responsibilities include:
• Determining the Remuneration Policy for the Chairman and Executive Directors;
• Determining the remuneration packages for the Executive Directors and Chairman within the terms of the policy;
• Monitoring the level and structure of remuneration for other members of senior management;
• Approving the design of, and determining targets for, the performance-related pay schemes operated by the Company;
• Reviewing the design of all share incentive plans for Board approval. For any such plans, the Committee shall determine whether the
awards will be made, and, if so, approve the overall amount of such awards, the individual awards to Executive Directors, Company
Secretary and designated senior managers and the performance targets to be used; and
• Developing a formal policy for shareholding guidelines in employment and post-employment shareholding requirements.
Activities of the Committee during the year
During the year, amongst other matters, the Committee considered the following:
• Review and recommendation for approval of the Directors’ Remuneration Report for the Annual Report and Accounts for the financial
year ended 28 February 2021;
• The approval of increases to the Executive Directors’ salaries and the Chairman of the Board’s fee;
• Review and approval of the Executive Directors’ remuneration packages;
• Review of the bonus plan achievement for 2020/2021;
• Review and approval of the bonus plan proposal and objectives for 2021/2022;
• Review and approval of the structure of a Group-wide bonus scheme;
• Review and approval of performance targets for the 2021 PSP Award;
• Review of the performance outcome of the 2018 PSP Award vest and payouts to the Executive Directors;
• Review of workforce engagement around Executive remuneration policies;
• Review of workforce remuneration policies;
• Review of alignment of Executive Directors’ pensions with the workforce;
• Review of the Committee evaluation; and
• Review and approval of the Committee’s terms of reference.
The Committee Chair has a standing item on the agenda at each main Board meeting, enabling remuneration matters to be raised for
discussion by the Board if required.
In 2019, the Committee considered its role in respect of determining the remuneration of senior management with reference to the 2018
Code. After due consideration and discussion at both the Committee and the Board level it was decided that the Executive Directors would
remain responsible for remuneration for senior management. The Committee believes that the Executive Directors are best placed to assess
the appropriate level of remuneration of senior managers based on their performance and contribution to the Company’s success and on
the Executive Directors’ knowledge of market rates of pay. The Committee will nonetheless monitor the remuneration of senior managers
closely and will continue to be responsible for approving the granting and vesting of share incentives.
Stock code: BMY
Annual Report and Accounts 2022
143
Advisors to the Committee
In carrying out its responsibilities, the Committee was
independently advised by external advisors. In 2019,
Deloitte LLP was appointed as the Committee’s external
remuneration consultants through a competitive tender
process, which took place in September 2019. Deloitte LLP
is a founding member of the Remuneration Consultants’
Group and adheres to its Code of Conduct. In respect of
their services to the Committee, fees charged by Deloitte
LLP amounted to £31,250 (excluding VAT).
During the year, Deloitte also provided broader HR
consulting services, valuations for share-based payments
and corporate tax advisory services. The Committee is
satisfied that the advice provided by Deloitte LLP was
objective and independent, that the provision of other
services in no way compromised their independence and
that there was no potential conflict of interest. The individual
consultants who work with the Committee do not provide
advice to the Executive Directors or act on their behalf.
The Committee received assistance from the Company
Secretary and, where specifically requested by the
Committee, the Chief Executive and Group Finance Director.
The Committee has considered any feedback received
from the major Shareholders during the year as part of
Bloomsbury’s ongoing investor relations programme and
considers the reports and recommendations of Shareholder
representative bodies and corporate governance analysts.
Approved by the Board of Directors and signed on its
behalf.
Steven Hall
Chair of the Remuneration Committee
15 June 2022
Directors’ Remuneration Report
continued
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144
Bloomsbury Publishing Plc
Financial Statements
Financial
Statements
Independent Auditor’s Report 146
Consolidated Income Statement157
Consolidated Statement of
Comprehensive Income 158
Consolidated Statement of
Financial Position 159
Consolidated Statement of
Changes in Equity 160
Consolidated Statement
of Cash Flows 161
Notes to the
Financial Statements 162
Company Statement of
Financial Position 202
Company Statement of
Changes in Equity 203
Company Statement of
Cash Flows 204
Notes to the Company
Financial Statements 205
Stock code: BMY
Annual Report and Accounts 2022
145
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc
1 Our opinion is unmodified
We have audited the financial statements of Bloomsbury Publishing plc (“the Company”) for the year ended 28 February 2022 which
comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company
Statement of Financial Position, Consolidated and Company Statement of Changes in Equity, Consolidated and Company Statement of
Cash Flows and the related notes, including the accounting policies in note 2 and note 32.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 28 February 2022
and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the parent Company financial statements have been properly prepared in accordance with UK-adopted international accounting
standards and as applied in accordance with the provisions of the Companies Act 2006; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities
are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit
opinion is consistent with our report to the audit committee.
We were first appointed as auditor by the directors on 4 September 2013. The period of total uninterrupted engagement is for the nine
financial years ended 28 February 2022. We have fulfilled our ethical responsibilities under, and we remain independent of the Group in
accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities. No non-audit
services prohibited by that standard were provided.
2 Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements
and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including those which
had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team. We summarise below the key audit matters, in decreasing order of audit significance, in arriving at our audit opinion above, together
with our key audit procedures to address those matters and, as required for public interest entities, our results from those procedures. These
matters were addressed, and our results are based on procedures undertaken, in the context of, and solely for the purpose of, our audit of
the financial statements as a whole, and in forming our opinion thereon, and consequently are incidental to that opinion, and we do not
provide a separate opinion on these matters.
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Bloomsbury Publishing Plc
Financial Statements
Revenue returns provision – Group £15.3m (2021: £12.3m), Parent Company £5.2m (2021: £3.9m).
Refer to page 121 (Audit Committee Report), notes 2 and 32 on pages 162 and 205 (accounting policy) and note 20 and 41 on pages 188
and 210 (financial disclosures)Risk vs 2021. There has been no change in the risk level from prior year.
Subjective estimate
The Group typically sells its books on a sale or return basis
and presents revenue net of estimated returns in the financial
statements.
The Group provides for returns based on 12 months of historical
data, with further adjustments made if deemed necessary.
Estimating the level of returns from customers is subjective in
nature due to the inherent uncertainty involved in forecasting
returns particularly due to the longer period of returns allowed in
the industry. The degree of uncertainty has increased in the last two
years due to the impacts of COVID-19 and ongoing supply chain
disruption.
The effect of these matters is that, as part of our risk assessment,
we determined that the provision for returns has a high degree
of estimation uncertainty, with a potential range of reasonable
outcomes greater than our materiality for the financial statements
as a whole. The financial statements (notes 20 and 41) disclose the
sensitivity estimated for the Group and parent Company financial
statements.
Our procedures included:
• Evaluating application: We evaluated whether the Group’s
sales returns policy was consistently applied and remained
appropriate, reflecting the underlying trends in the data and
with regard to relevant accounting standards. We critically
assessed whether necessary further amendments have been
made in response to the ongoing uncertain market conditions
and performed sensitivity analysis to assess the impact of these
amendments. Where specific amendments were made to reflect
sales and returns patterns, we challenged these amendments by
considering alternative inputs.
• Historical comparisons: We compared actual returns to the
provision in prior year to assess the historical accuracy of the
provision.
• Test of detail: We tested the inputs used in the returns provision
calculations at 28 February 2022 by agreeing inputs such as
historical sales and returns experienced to the underlying records
of the Group.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of the
design of these controls indicated that we would not be able to
obtain the required evidence to support reliance on controls.
Our results
We found the level of the sales returns provision to be acceptable
(2021: acceptable).
Stock code: BMY
Annual Report and Accounts 2022
147
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc continued
Recoverability of advances – Group £28.7m (2021: £24.8m), Parent Company £13.9m (2021: £13.2m).
Refer to page 121 (Audit Committee Report), notes 2 and 32 on pages 162 and 205 (accounting policy) and note 19 and 40 on pages
187 and 209 (financial disclosures)Risk vs 2021There has been no change in the risk level from prior year.
Significant judgement
The Group pays royalty advances to its authors prior to the delivery
of a manuscript. The Group recovers these advances from future
sales by deductions of royalties due to the author under the terms
of the relevant royalty agreements.
All royalty advances are assessed for indicators of impairment
each year in line with the requirements of IAS 36. Until a title is 12
months post publication in the UK and 6 months post publication
in the US, sales performance of the title is not considered to be a
reliable indicator of the long-term recoverability of advances and
therefore an impairment review would only be performed if there
were specific indicators of impairment, such as the cancellation of
a title. As described in the accounting policy for Author Advances
on page 169 in the financial statements, this period for US advances
was changed from 12 months to 6 months during the year ended 28
February 2022. This represents a significant judgement as using a
different period post publication could result in a materially different
provision.
For titles that are 12 months post publication in the UK and 6
months post publication in the US, the Group forecasts future
sales to assess recoverability of advances. Where insufficient sales
are forecast by the Group for the advance to be recovered in full,
a provision is recorded against that advance. There is inherent
uncertainty regarding the estimation of future sales of individual
titles arising from the changes in the economic environment and
the popularity of titles and therefore as part of our risk assessment
we identified estimation uncertainty, with a potential range of
reasonable outcomes greater than our materiality for the financial
statements as a whole, and possibly many times that amount.
In conducting our final audit work, we reassessed the degree of
estimation uncertainty relating to future sales forecasts to be less
thanmateriality.
Our procedures included:
• Impairment of advances: We assessed author advances for
indicators of impairment under IAS 36.
• Sector experience: We used our sector experience and available
data to critically assess the appropriateness of management’s
judgement that until a title is 12 months post publication in the
UK and 6 months post publication in the US, sales performance
of the title is not considered to be a reliable indicator of the long-
term recoverability of advances.
• Evaluating application: We evaluated whether the change in
estimate relating to the Group’s royalty advance provisioning for
US titles was appropriate. For the UK, we assessed whether the
approach was consistently applied and remained appropriate,
reflecting the underlying trends in the data and with regard to
relevant accounting standards.
• Sector experience: We assessed the estimate of revenues used
in calculating the provision for unearned advances for titles
published more than one year ago (UK) / published more than 6
months ago (US).
• Assessing transparency: We assessed the adequacy of the
Group’s disclosures concerning the degree of estimation involved
in arriving at the final unearned advance position.
• Historical comparisons: We challenged the Group’s forecasts
for future royalty payments, which offset against the unearned
advance, by assessing historical accuracy of future sales forecasts
across a sample of unearned advance balances.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of the
design of these controls indicated that we would not be able to
obtain the required evidence to support reliance on controls.
Our results
We found the resulting estimate of the carrying value of advances to
be acceptable (2021: acceptable)
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Bloomsbury Publishing Plc
Financial Statements
Valuation of intangible assets in relation the acquisition of ABC-CLIO, LLC (“ABC-CLIO”) and Head of Zeus Limited(“HoZ”) – £19.5m.
Refer to page 121 (Audit Committee Report), note 2 on page 162 (accounting policy) and note 10 on pages 180 to 181 (financial
disclosures)Risk vs 2021 This is a new risk added in the current year as a result of the material business acquisitions during the year.
Subjective valuation
The Group completed two material acquisitions in the year as
follows:
Bloomsbury completed the acquisition of HoZ on 2 June 2021
for a total consideration, net of pre-existing third-party loans, of
£7 million and the acquisition of ABC-CLIO on 15 December 2021
for £16.6 million.
In accounting for these acquisitions, the Group needs to ensure all
separately identifiable assets are recognised at their acquisition-
date fair values. The valuation of intangible assets requires a
significant degree of judgement with estimates including the
trading performance of the acquired entities, the timing of future
cashflows and the discount rate applied.
The effect of these matters is that, as part of our risk assessment, we
determined that valuation of intangible assets identified in relation
to the acquisition of both entities has a high degree of estimation
uncertainty, with a potential range of reasonable outcomes greater
than our materiality for the financial statements as a whole. In
conducting our final audit work, we reassessed the degree of
estimation uncertainty to be less than materiality.
Our procedures included:
• Our sector experience: We engaged our valuations specialists to
evaluate key assumptions including such as the long-term growth
rate, tax amortisation benefits (“TAB”), discount rates and useful
economic lives (“UEL”).
• Methodology choice: We engaged our valuation specialists
to assess the methodology used in respect of intangible assets
recognised and to assess the completeness of the separately
identifiable intangible assets recognised.
• Tests of detail: We corroborated the Group’s calculations to
supporting documentation such as the Sale Purchase Agreement,
and supporting documentation relating to the balance sheet on
the date of acquisition;
• Sensitivity analysis: We considered sensitivity analysis performed
by management, as well as performing our own analysis where
appropriate, to assess the sensitivity of the valuation of intangible
assets to changes in the key assumptions, noted above.
• Historical comparisons: We evaluated how the Group’s
assumptions relating to future performance at the acquisition
date compared to actual performance, both prior to acquisition
and up to the balance sheet date; and
• Assessing transparency: We assessed the adequacy of the
Group’s disclosures in respect of the identification and valuation
of the business acquisition and the related intangible assets.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of the
design of these controls indicated that we would not be able to
obtain the required evidence to support reliance on controls.
Our results
We found the Group’s assessment of the valuation of the intangible
assets acquired as part of the business combination to be
acceptable (2021: acceptable).
Stock code: BMY
Annual Report and Accounts 2022
149
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc continued
Carrying value of Goodwill (Academic & Professional) – £38.4m (2021: £35.9m) (Special Interest) – £5.0m (2020: £5.0m).
Refer to page 121 (Audit Committee Report), note 2 on page 162 (accounting policy) and note 12 on page 182 (financial disclosures)
Risk vs 2021 There has been no change in the risk level from prior year.
Forecast based valuation
The Group has historically acquired a number of businesses which
have been integrated into the Group’s four cash generating units
(CGUs). The majority of businesses have been integrated into the
Academic & Professional CGU.
The estimated recoverable amount is subjective due to the inherent
uncertainty involved in forecasting future cash flows and the
selection of an appropriate discount rate, which are the basis of the
assessment of recoverability. The value of goodwill in the Academic
& Professional of £38.4m represents 80% of the Group’s goodwill.
For the Special Interest CGU the future cashflows used in estimating
the recoverable amount are in excess of the historical results for the
CGU.
The effect of these matters is that, as part of our risk assessment,
we determined that the value in use of the Academic & Professional
and Special Interest CGUs have a high degree of estimation
uncertainty, with a potential range of reasonable outcomes greater
than our materiality for the financial statements as a whole, and
possibly many times that amount.
Our procedures included:
• Our sector experience: We evaluated the assumptions used,
in particular those relating to forecast revenue growth and profit
margins for each CGU using our industry knowledge;
• Benchmarking assumptions: We compared the Group’s
assumptions to externally derived data in relation to key
inputs such as projected economic growth,cost inflation and
discount rates;
• Sensitivity analysis: We performed breakeven analysis on the
assumptions noted above;
• Comparing valuations: We compared the sum of the discounted
cash flows to the Group’s market capitalisation to assess the
reasonableness of those cashflows; and
• Assessing transparency: We assessed whether the Group’s
disclosures about the sensitivity of the outcome of the
impairment assessment to changes in key assumptions reflected
the risks inherent in the recoverable amount of goodwill.
We performed the detailed tests above rather than seeking to
rely on any of the Group’s controls because our knowledge of the
design of these controls indicated that we would not be able to
obtain the required evidence to support reliance on controls.
Our results
We found the Group’s conclusion that there is no impairment of
goodwill to be recognised in the Academic & Professional and
Special Interest CGUs to be acceptable. (2021 result: acceptable).
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Bloomsbury Publishing Plc
Financial Statements
Parent: Recoverability of Parent Company’s investment in subsidiaries - £105.4m (2021: £81.2m)
Refer to page 121 (Audit Committee Report), note 32 on page 205 (accounting policy) and note 36 on page 208 (financial disclosures)
Risk vs 2021The risk rating for this key audit matter has decreased compared to prior year due as the strong performance the last two
years has increased the level of headroom.
Lower risk, higher value
The carrying amount of the parent Company’s investments in
subsidiaries represents 46% (2021: 38%) of the parent Company’s
total assets. Their recoverability is not at high risk of significant
misstatement or subject to significant judgement.
However, due to their materiality in the context of the parent
Company financial statements, this is considered to be the area that
had the greatest effect on our overall parent Company audit.
.
Our procedures included:
Tests of detail: We compared the carrying amount of 100% of the
investment balance with the relevant subsidiaries’ value in use and
considered if the value in use was in excess of their carrying amount.
We also assessed whether those subsidiaries have historically been
profit-making.
Benchmarking assumptions: We challenged the Group’s
assumptions by comparing to externally derived data in relation to
key inputs such as projected economic growth.
Sector experience: We used our sector experience to assess the
appropriateness of the discount rate for each cash generating
unit, with reference to external sources of data. We challenge the
judgements and assumptions used by the Group in their calculation
based on our knowledge of the business.
We performed the detailed tests above rather than seeking to rely
on any of the Company’s controls because our knowledge of the
design of these controls indicated that we would not be able to
obtain the required evidence to support reliance on controls.
Our results
We found the Group’s assessment of the recoverability of the parent
Company’s investment in subsidiaries to be acceptable (2021:
acceptable).
We continue to perform procedures over the going concern basis of preparation. However, following cash generated from operating
activities of £47.7m resulting in cash and cash equivalents of £41.2m (2021: £54.5m) at the year-end after cash outflow for purchase of
business of £22.9m and dividends paid of £15.2m, we have not assessed this as one of the most significant risks in our current year audit
and, therefore, it is not separately identified in our report this year.
3 Our application of materiality and an overview of the scope of our audit
Materiality for the Group financial statements as a whole was set at £1,100,000 (2021: £667,000), determined with reference to a benchmark
of group profit before tax, of which it represents 4.7% (2021: 4.7% of group profit before tax, normalised by averaging over the last three
years). In the prior year, we reflected the uncertainty relating to the impact of COVID-19 on the results of the Group by using the average
of three years’ PBT to calculate materiality. During the year we changed the benchmark used from an average over three years PBT to
calculating materiality using the group profit before tax.
Materiality for the parent company financial statements as a whole was set at £929,000 (2021: £566,000), determined with reference to a
benchmark of Company total revenue, of which it represents 1% (2021: 0.86% of revenue, normalised by averaging over the last three years).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements as a whole.
Performance materiality was set at 75% (2021: 75%) of materiality for the financial statements as a whole, which equates to £825,000
(2021: £500,000) for the group and £700,000 (2021: £425,000) for the parent company. We applied this percentage in our determination of
performance materiality because we did not identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £55,000 (2021: £33,350), in
addition to other identified misstatements that warranted reporting on qualitative grounds.
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Scope
Of the group’s 4 (2021: 4) reporting components, we subjected 2 (2021: 2) to full scope audits for group purposes. The components within
the scope of our work accounted for the following percentages of the group’s results:
Audits for group reporting
purposesGroup revenueGroup profit before taxGroup total assets
92% (2021:92%)95% (2021:87%)95% (2021: 94%)
The remaining 8% (2021: 8%) of total group revenue, 5% (2021: 13%) of group profit before tax and 5% (2020: 6%) of total group assets is
represented by 2 (2021: 2) reporting components, none of which individually represented more than 8% (2021: 7%) of any of total group
revenue, group profit before tax or total group assets.
For the residual 2 components, we performed analysis at an aggregated group level to re-examine our assessment that there were no
significant risks of material misstatement within these.
The Group team set the following component materiality, having regard to the mix of size and risk profile of the Group across the
components:
UK £929,000 (2021: £566,000)
USA £715,000 (2021: £433,000)
The work on both components and the parent Company was performed by the Group team.
The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group’s internal control over
financial reporting.
4 The impact of climate change on our audit
We considered the impacts of climate change on the financial statements as part of our planning ofthe Group audit, including enquiries
of management to understand the extent of the potential impact of climate change risk on the Group’s financial statements. The key areas
of our consideration included the Group’s stated targets to reduce emissions, including the goal to be a net zero business no later than
2050, and its goal to reduce the environment impact of materials used in its products. We have reviewed the Group’s commitments and
the assumptions and financial analysis to support these commitments made in relation to climate change and agree with the conclusion
that in relation to scope 1 and 2 emissions, there is no material financial impact on the financial statements. The Group plans to prepare a
detailed analysis for scope 3 emissions in future and has disclosed this appropriately in the annual report. We also read the disclosure of
climate related information in the front half of the annual report and considered its consistency with the financial statements and our audit
knowledge. We have notbeen engaged to provide assurance over theaccuracy of these disclosures
5 Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the
Company or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position means that this
is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business
model and analysed how those risks might affect the Group’s and Company’s financial resources or ability to continue operations over the
going concern period. The risks that we considered most likely to adversely affect the Group’s and Company’s available financial resources
over this period were:
• lower than expected post-acquisition performance / trading volumes from businesses acquired during the year;
• current increased performance over the last two years may be short-term and trading volumes may return to pre-COVID-19 levels;
• increased costs as a result of rising inflation and talent management and retention;
• failure of key counterparties in the supply chain including key distributors
We considered whether these risks could plausibly affect the liquidity in the going concern period by comparing severe, but plausible
downside scenarios that could arise from these risks individually and collectively against the level of available financial resources indicated
by the Group’s financial forecasts.
We considered whether the going concern disclosure in note 2 to the financial statements gives a full and accurate description of the
directors’ assessment of going concern, including the identified risks, dependencies and related sensitivities.
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Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going concern for the
going concern period;
• we have nothing material to add or draw attention to in relation to the directors’ statement in Note 2 to the financial statements on
the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and
Company’s use of that basis for the going concern period, and we found the going concern disclosure in note 2 to be acceptable; and
• the related statement under the Listing Rules set out on page 110 is materially consistent with the financial statements and our audit
knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company
will continue in operation.
6 Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of directors, the audit committee, and inspection of policy documentation as to the Group’s high-level policies and procedures
to prevent and detect fraud, and the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual,
suspected or alleged fraud.
• Reading Board, audit committee and remuneration committee minutes.
• Considering remuneration incentive schemes and performance targets for management and directors, including the EPS target for
management remuneration.
• Using analytical procedures to identify any unusual or unexpected relationships.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
As required by auditing standards, and taking into account possible pressures to meet profit targets in the current or subsequent financial
year we perform procedures to address the risk of management override of controls and the risk of fraudulent revenue recognition, in
particular
• the risk that Print revenue is over or under stated due to inaccurate forecasts of sales returns,
• the risk that Group management may be in a position to make inappropriate accounting entries,
• and the risk of bias in accounting estimates.
We did not identify any additional fraud risks.
Further detail in respect of the revenue return provision is set out in the key audit matter disclosures in section 2 of this report.
We performed procedures including:
• Identifying journal entries and other adjustments to test based on risk criteria and comparing the identified entries to supporting
documentation. These included testing any unexpected journal entries posted to revenue and cash.
• Assessing whether the judgements made in making significant accounting estimates are indicative of a potential bias.
• Performing substantive testing over adjustments made to the revenue returns provision to critically assess that these adjustments were
appropriate.
Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from
our general commercial and sector experience and through discussion with the directors and other management (as required by auditing
standards) and discussed with the directors and other management the policies and procedures regarding compliance with laws and
regulations.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance
throughout the audit.
The potential effect of these laws and regulations on the financial statements varies considerably.
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Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation
(including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance
with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect
on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following
areas as those of which are most likely to have such an effect: data protection laws, anti-bribery, employment law, and certain aspects
of company legislation, recognizing the nature of the Group’s activities and its legal form. Auditing standards limit the required audit
procedures to identify non-compliance with these laws and regulations to enquiry of the directors and other management and inspection of
regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant
correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements
in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For
example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We
are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
7 We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion
on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as
explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the
information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work
we have not identified material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the directors’ report;
• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies
Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in respect of
emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the directors’ confirmation within the viability statement on page 98 that they have carried out a robust assessment of the emerging and
principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity;
• the Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed
and mitigated; and
• the directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have
done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including
any related disclosures drawing attention to any necessary qualifications or assumptions.
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We are also required to review the viability statement, set out on page 98 under the Listing Rules. Based on the above procedures, we have
concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit. As we
cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that
were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee as to the Group’s
and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ corporate governance
disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and our
audit knowledge:
• the directors’ statement that they consider that the annual report and financial statements 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;
• the section of the annual report describing the work of the Audit Committee, including the significant issues that the audit committee
considered in relation to the financial statements, and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal control
systems.
We are required to review the part of the Corporate Governance Framework relating to the Group’s compliance with the provisions of the
UK Corporate Governance Code specified by the Listing Rules for our review. We have nothing to report in this respect.
8 We have nothing to report on the other matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
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to the members of Bloomsbury Publishing Plc continued
9 Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 110, the directors are responsible for: the preparation of the financial statements
including being satisfied that they give a true and fair view; 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; assessing the Group and parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using 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.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does
not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting
format specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been
prepared in accordance with that format.
10 The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.
Anna Barrell(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
15 June 2022
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Financial Statements
Consolidated Income Statement
For the year ended 28 February 2022
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Revenue
3230,110185,136
Cost of sales
(107,948)(85,533)
Gross profit
122,16299,603
Marketing and distribution costs
(29,808)(23,393)
Administrative expenses
(69,675)(58,267)
Share of result of joint venture
(117)(110)
Operating profit before highlighted items
27,11219,637
Highlighted items
4(4,550)(1,804)
Operating profit
422,56217,833
Finance income
6105120
Finance costs
6(486)(604)
Profit before taxation and highlighted items
26,73119,153
Highlighted items
4(4,550)(1,804)
Profit before taxation
22,18117,349
Taxation
7(5,291)(3,652)
Profit for the year attributable to owners of the Company
16,89013,697
Earnings per share attributable to owners of the Company
Basic earnings per share
920.72p16.94p
Diluted earnings per share
920.33p16.71p
The notes on pages 162 to 201 form part of these consolidated financial statements.
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157
Consolidated Statement of Comprehensive Income
For the year ended 28 February 2022
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Profit for the year
16,89013,697
Other comprehensive income
Items that may be reclassified to the income statement:
Exchange differences on translating foreign operations
1,497(2,877)
Items that may not be reclassified to the income statement:
Remeasurements on the defined benefit pension scheme
(10)89
Other comprehensive income for the year net of tax
1,487(2,788)
Total comprehensive income for the year attributable to the owners of the Company
18,37710,909
Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive income is
disclosed in note 7.
The accompanying notes form part of these financial statements.
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Financial Statements
Consolidated Statement of Financial Position
As at 28 February 2022
Notes
28 February
2022
£’000
28 February
2021
£’000
Assets
Goodwill
1247,91044,688
Other intangible assets
1340,32321,337
Investments
1445162
Property, plant and equipment
152,3191,846
Right-of-use assets
1610,62811,433
Deferred tax assets
177,1683,904
Trade and other receivables
199231,005
Total non-current assets
109,31684,375
Inventories
1833,81626,774
Trade and other receivables
19104,87993,542
Cash and cash equivalents
41,22654,466
Total current assets
179,921174,782
Total assets
289,237259,157
Liabilities
Retirement benefit obligations
25–14
Deferred tax liabilities
173,6962,386
Lease liabilities
279,96111,135
Provisions
22297232
Total non-current liabilities
13,95413,767
Trade and other liabilities
20103,02874,341
Lease liabilities
272,2651,808
Current tax liabilities
433456
Provisions
22588536
Total current liabilities
106,31477,141
Total liabilities
120,26890,908
Net assets
168,969168,249
Equity
Share capital
231,0201,020
Share premium
2347,31947,319
Translation reserve
238,1276,630
Other reserves
238,7659,623
Retained earnings
23103,738103,657
Total equity attributable to owners of the Company
168,969168,249
The accompanying notes form part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 15 June 2022.
J N Newton
Director
P Scott-Bayfield
Director
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159
Consolidated Statement of Changes in Equity
For the year ended 28 February 2022
Share
capital
£’000
Share
premium
£’000
Translation
reserve
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Share-
based
payment
reserve
£’000
Own
shares
held by
EBT
£’000
Retained
earnings
£’000
Total
equity
£’000
At 29 February 2020
94239,3889,5071,803226,724(771)92,058149,673
Profit for the year
–––––––13,69713,697
Other comprehensive income
Exchange differences on translating
foreign operations
––(2,877)–––––(2,877)
Remeasurements on the defined benefit
pension scheme
–––––––8989
Total comprehensive income for the year
––(2,877)––––13,78610,909
Transactions with owners
Issue of share capital
477,931––––––7,978
Bonus issue of share capital
31––––––(31)–
Dividends to equity holders of the
Company
–––––––(1,045)(1,045)
Purchase of shares by the Employee
Benefit Trust
––––––(674)–(674)
Share options exercised
––––––1,298(1,114)184
Deferred tax on share-based payment
transactions
–––––––33
Share-based payment transactions
–––––1,221––1,221
Total transactions with owners of
the Company
787,931–––1,221624(2,187)7,667
At 28 February 2021
1,02047,3196,6301,803227,945(147)103,657168,249
Profit for the year
–––––––16,89016,890
Other comprehensive income
Exchange differences on translating
foreign operations
––1,497–––––1,497
Remeasurements on the defined benefit
pension scheme
–––––––(10)(10)
Total comprehensive income for the year
––1,497––––16,88018,377
Transactions with owners
Dividends to equity holders of the
Company
–––––––(15,157)(15,157)
Purchase of shares by the Employee
Benefit Trust
––––––(4,489)–(4,489)
Share options exercised
––––––2,084(2,050)34
Deferred tax on share-based payment
transactions
–––––––408408
Share-based payment transactions
–––––1,547––1,547
Total transactions with owners of
the Company
–––––1,547(2,405)(16,799)(17,657)
At 28 February 20221,02047,3198,1271,803229,492(2,552)103,738168,969
The accompanying notes form part of these financial statements.
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Financial Statements
Consolidated Statement of Cash Flows
For the year ended 28 February 2022
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Cash flows from operating activities
Profit for the year
16,89013,697
Adjustments for:
Depreciation of property, plant and equipment
15512473
Depreciation of right-of-use assets
161,8891,806
Amortisation of intangible assets
137,5055,485
Impairment of investments
14–300
Loss on disposal on intangible assets
65–
Finance income
6(105)(120)
Finance costs
6486604
Share of loss of joint venture
14117110
Share-based payment charges
242,0541,416
Tax expense
75,2913,652
34,70427,423
Increase in inventories
(2,745)(357)
Decrease/(increase) in trade and other receivables
1,205(11,281)
Increase in trade and other liabilities
14,57213,789
Cash generated from operating activities
47,73629,574
Income taxes paid
(7,927)(4,406)
Net cash generated from operating activities
39,80925,168
Cash flows from investing activities
Purchase of property, plant and equipment
(644)(422)
Purchase of intangible assets
(3,693)(3,804)
Purchase of business, net of cash acquired
(22,913)–
Purchase of rights to assets
(3,650)(1,547)
Purchase of share in a joint venture
–(56)
Interest received
92110
Net cash used in investing activities
(30,808)(5,719)
Cash flows from financing activities
Equity dividends paid
21(15,157)(1,045)
Purchase of shares by the Employee Benefit Trust
21(4,489)(674)
Proceeds from exercise of share options
2134184
Proceeds from share issue
21–7,978
Repayment of borrowing
21(1,097)–
Repayment of lease liabilities
21(1,862)(1,451)
Lease liabilities interest paid
21(419)(442)
Other interest paid
21(55)(149)
Net cash (used in) /generated from financing activities
21(23,045)4,401
Net (decrease)/increase in cash and cash equivalents
(14,044)23,850
Cash and cash equivalents at beginning of year
54,46631,345
Exchange gain/(loss) on cash and cash equivalents
804(729)
Cash and cash equivalents at end of year
41,22654,466
The accompanying notes form part of these financial statements.
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161
Notes to the Financial Statements
Accounting Policies
1. Reporting entity
Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s registered office
can be found on page 217. The consolidated financial statements of the Company as at and for the year ended 28 February 2022 comprise
the Company and its subsidiaries (together referred to as the “Group”). The Group is primarily involved in the publication of books and
other related services.
2. Significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been
consistently applied to all the periods presented unless otherwise stated.
a) Statement of compliance
The Group financial statements have been prepared and approved by the directors in accordance with UK-adopted international accounting
standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006.
b) Basis of preparation
The consolidated financial statements have been prepared on a going concern basis and under the historical cost convention as modified
by the revaluation of financial assets and liabilities at fair value.
c) Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the
Strategic Report on pages 13 to 98. The financial position of the Group, its cash flows and liquidity position are described in the Financial
Review on pages 45 to 50. In addition, note 26 to the financial statements includes the Group’s objectives, policies and processes for
managing its capital, its financial risk management objectives, details of its financial instruments, and its exposures to credit risk and liquidity
risk.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence at least 12 months
from the date of approval of the financial statements, being the period of the detailed going concern assessment reviewed by the Board,
and therefore continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.
The Board has modelled a severe but plausible downside scenario. This assumes:
• Print revenues are reduced by 20% during 2022/2023, with recovery during 2023/2024;
• Digital revenues are reduced by 20% during 2022/2023, with recovery during 2023/2024;
• Print costs are increased by 15% from 2022/2023 and staff costs are increased by 5% from 2023/2024;
• Downside assumptions about extended debtor days during 2022/2023, with recovery during 2023/2024;
• Cash preservation measures implemented and variable costs reduced.
At 28 February 2022, the Group had available liquidity of £51.2m, comprising central cash balances and its undrawn £10.0m Revolving Credit
Facility (“RCF”). The RCF agreement is to October 2024. Under the severe but plausible downside scenario, the Group would maintain
sufficient liquidity headroom even before modelling the mitigating effect of actions that management would take in the event that these
downside risks were to crystallise. Details of the bank facility and its covenants are shown in note 26c.
d) Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with IFRSs requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected. Critical judgements and areas where the use of estimates is significant are
disclosed in note 2w.
e) Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Group during the year ended 28
February 2022. The table below summarises the impact of these changes to the Group:
Accounting standardDescription of changeImpact on financial statements
Other standardsA number of other new standard and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2021
The standards and amendments have not had a material
impact on the Group. Additional disclosure has been
provided where relevant.
The Group has not early adopted the following new and revised accounting standards, interpretations or amendments issued by the
International Accounting Standards Board that are currently endorsed but not yet effective:
Accounting standardDescription of changeImpact on financial statements
Other standardsA number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2022 and have not
been applied in preparing these financial statements.
The Directors do not anticipate the application of these
standards and amendments will have a material impact
on the Group’s consolidated financial statements.
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f) Basis of consolidation
i. Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which control is
transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its
activities.
The Group measures goodwill at the acquisition date as:
• The fair value of consideration transferred; plus
• The recognised amount of any non-controlling interest in the acquiree; less
• The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
Where the excess is negative, a bargain purchase gain is recognised immediately in the income statement.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships. Such amounts are generally
recognised in the income statement.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with the
business combination are expensed as incurred.
Any contingent consideration payable is measured and recognised at fair value at the acquisition date. Subsequent changes to the fair value
of contingent consideration are recognised in the income statement.
ii. Subsidiaries
The consolidated financial statements comprise the financial information of the Company and its subsidiaries.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements
of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which
control ceases.
Accounting policies of subsidiaries are aligned with accounting policies adopted by the Group to ensure consistency.
All subsidiaries except Bloomsbury Publishing India Private Limited, Head of Zeus Limited and ABC - CLIO, LLC have a reporting period
end of 28 February. Bloomsbury Publishing India Private Limited has a reporting period end of 31 March, which aligns with the Indian
Government’s financial year. The recently acquired Head of Zeus Limited and ABC - CLIO, LLC have a reporting period end of 31 December.
The Group financial statements includes the results for these subsidiaries for the period to 28 February.
iii. Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any non-controlling interests
and the other components of equity. Any resulting gain or loss is recognised in profit or loss. Any interest retained in the former subsidiary is
measured at fair value when control is lost.
iv. Transactions eliminated on consolidation
Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are eliminated.
Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the
Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains but only to the extent that there is no
evidence of impairment.
v. Joint ventures
Joint ventures are entities in which the Group holds an interest on a long-term basis and has rights to the net assets through contractually
agreed sharing of control. Investments in joint ventures are accounted for by the equity method and are initially recognised at the fair value
of consideration transferred.
The Group’s share of its joint venture’s post acquisition profit or losses is recognised in the income statement.
The Group’s share of its joint venture’s results is recognised as a component of operating profit as these operations form part of the core
publishing business of the Group and are an integral part of the existing wholly-owned business. The cumulative post-acquisition profit or
loss is adjusted against the carrying amount of the investment. When the Group’s share of losses in a joint venture equals or exceeds its
interest in the joint venture, the Group does not recognise further losses unless the Group has incurred obligations or made payments on
behalf of the joint venture.
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Annual Report and Accounts 2022
163
Notes to the Financial Statements
Accounting Policies continued
g) Revenue
Revenue represents the fair value of consideration received from the provision of goods, services and rights falling within the Group’s
ordinary activities, after deduction of trade discounts, value added tax and anticipated returns.
Where the goods or services promised within a contract are distinct, they are identified as separate performance obligations and are
accounted for separately. Where contractual arrangements consist of two or more performance obligations, such as access to multiple titles,
the transaction price is allocated between the distinct performance obligations on the basis of their relative stand-alone selling prices.
i. Print:
• Print sales: Revenue from the sale of printed books is recognised at the point in time when control passes. This is generally at the point of
shipment when title passes to the customer, when the Group has a present right to payment and has satisfied the relevant performance
obligations under the contract.
A provision for anticipated returns is made based primarily on historical return rates in each territory. If these do not reflect actual returns in
future periods, then revenues could be understated or overstated for a particular period. The provision for anticipated future sales returns is
recognised in trade and other liabilities in the statement of financial position.
ii. Digital:
• Ebook sales: Revenue from ebook sales is recognised when content is delivered i.e. access has been given to the customer.
• Subscription income: Revenue is generated from customers through the sale of digital materials to educational establishments, libraries
and professionals. Revenue for digital subscriptions is derived from the periodic subscription or update of the product. Revenue is
recognised on a straight-line basis over the period of subscription or if less the expected useful economic life of the product, unless the
product is downloadable or the goods or services are not delivered in a consistent manner over time, in which case revenue is recognised
based on the value received by the customer.
iii. Rights and services
• Revenue from the licence of publishing and distribution rights, including film, paperback, electronic, overseas publishing rights, and
sponsorship, is recognised when the Group has provided the associated material and collectability is probable.
• Management services contracts: Revenue is primarily generated from multi-year contractual arrangements related to the delivery of
online platform build, editorial and management services. Revenue is recognised over time based on contractual milestones as the
customer gains benefit from the assets created or services provided.
h) Government grants
Government grants that are receivable as compensation for expenses or losses already incurred are not recognised in profit or loss until
there is assurance that the Group will comply with the conditions attached to them and that the grants will be received.
i) Foreign currencies
i. Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic
environment in which the entity operates (“the functional currency”). These consolidated financial statements are presented in sterling as
this is the most representative currency of the Group’s operations. All financial information presented in sterling has been rounded to the
nearest thousand except where otherwise stated.
ii. Transactions and balances
Transactions in currencies other than the functional currency are recorded in the functional currency at the rates of exchange prevailing on
the dates of the transactions. Assets and liabilities in foreign currencies are translated into sterling at closing rates of exchange at the date
of the statement of financial position.
Exchange differences are charged or credited to the income statement within administrative expenses.
iii. Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation currency are
translated into the presentation currency as follows:
• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of that statement of
financial position;
• Income and expenses are translated at the average exchange rates over the period; and
• All resulting exchange differences are recognised in other comprehensive income and presented in the translation reserve in equity. On
disposal of a foreign entity these exchange differences are recycled to the income statement.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate. Exchange differences arising are recognised in equity.
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j) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
i. Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible in other periods and it further excludes items that are never
taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted at
the reporting date.
The Group recognises liabilities for anticipated tax issues based on estimates of the additional taxes that are likely to become due, which
require judgement. Amounts are accrued based on the Director’s interpretation of specific tax law in the relevant country and the likelihood
of settlement. The Directors use in-house tax experts, professional firms and previous experience when assessing tax risks. Where the final
tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the current tax and
deferred tax provisions in the period in which such determination is made.
ii. Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised
for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent
that it is probable that taxable profit will be available against which those deductible temporary differences can be utilised. Such deferred
tax assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where the Group is
able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable
future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be generated to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled based
upon tax rates that have been enacted or substantively enacted by the end of the reporting period.
iii. Current and deferred tax for the year
Current and deferred tax is charged or credited in the income statement, except when it relates to items credited or charged directly
to other comprehensive income or equity, in which case the deferred tax is also recognised in other comprehensive income or equity
respectively.
k) Goodwill and other intangible assets
i. Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business (see note 2f)i) less
accumulated impairment losses, if any.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-generating
units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently where there is an
indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit
pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised directly in profit or loss in
the consolidated income statement. An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss
on disposal.
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Notes to the Financial Statements
Accounting Policies continued
ii. Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated amortisation and
accumulated impairment losses.
Except for goodwill and assets under construction, intangible assets are amortised on a straight-line basis in the income statement over
their expected useful lives by equal annual instalments at the following rates:
Publishing relationships – 5% to 21% per annum
Imprints – 3% to 14% per annum
Subscriber and customer relationships – 7% to 9% per annum
Trademarks – over the life of the trademark
Product and systems development – 10% to 50% per annum
Assets under construction relate to the costs of developing a product, typically an online platform, which is yet to go live.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively if appropriate.
iii. Product and systems development
Costs that are directly associated with the purchase and implementation of systems, such as software products, are recognised as intangible
assets. Likewise, costs incurred in developing a product, typically an online platform, are recognised as intangible assets.
Expenditure is only capitalised if costs can be measured reliably, the product is technically and commercially feasible, future economic
benefits are probable and the Group has sufficient resources to complete development and use the asset.
l) Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment loss.
Property, plant and equipment are depreciated in order to write down their cost less residual value using the straight-line method over their
expected useful lives at the following rates:
Short leasehold improvements – over the remaining life of the lease
Furniture and fittings – 10% per annum
Computers and other office equipment – 20% per annum
Motor vehicles – 25% per annum
Depreciation is prorated in the years of acquisition and disposal of an asset. The estimated useful lives, residual value and depreciation
method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to arise from the
continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the
sales proceeds and the carrying amount of the asset and is recognised in the income statement.
m) Leases
The Group assessed whether a contract contains a lease at the inception of the contract. A contract is, or contains a lease, if the contract
conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group recognises a right-
of-use asset and a lease liability at the lease commencement date with respect to all lease arrangements except for short-term leases (leases
with a lease term of 12 months or less) and leases of low value assets. For these leases, the lease payments are recognised as an operating
expense on a straight-line basis over the term of the lease.
The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus any initial direct costs incurred and
an estimate of costs to restore the underlying asset, less any lease incentives received. The right-of-use asset is subsequently depreciated
using the straight-line method from the commencement date to the earlier of the end of the useful life of the asset or the end of the
lease term. The Group applies IAS 36 to determine whether a right-of-use asset is impaired. The lease liability is initially measured at the
present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the incremental borrowing rate. The lease liability is measured at amortised cost using the
effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or a rate or a
change in the Group’s assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured, a
corresponding adjustment is made to the right-of-use asset.
Management uses judgement to determine the lease term where extension and termination options are available within the lease.
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n) Impairment of tangible and intangible assets excluding goodwill
At the end of each reporting period the Group reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the
asset is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments and the risks specific to the asset
for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the
asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the income statement.
o) Inventories
The cost of work in progress and finished goods represents the amounts invoiced to the Group for origination, paper, printing and binding.
Inventories are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost method. Net
realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the
sale. Provisions are made for slow-moving and obsolete stock.
p) Royalty advances to authors
Advances of royalties to authors are included within current receivables when the advance is paid less any provision required to adjust the
advance to its net realisable value. The royalty advance is expensed at the contracted royalty rate as the related revenues are earned.
q) Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated
reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. When a provision is measured using
the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the
time value of money is material).
r) Financial instruments
Financial assets and financial liabilities are recognised when the Group has become a party to the contractual provisions of the instrument.
The Group’s financial assets and liabilities are as below:
Trade receivables
Trade receivables and other receivables are measured on initial recognition at fair value, and are subsequently measured at amortised cost
using the effective interest rate method, less any impairment. Following the adoption of IFRS 9, provisions for bad and doubtful debts are
based on the expected credit loss model. The “simplified approach” is used with the expected loss allowance measured at an amount
equal to the lifetime expected credit losses.
Cash and cash equivalents
Cash and cash equivalents in the statement of cash flows comprise cash in hand and at bank, other short-term deposits held by the Group
and overdrafts. Bank overdrafts are included in current liabilities in the statement of financial position.
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Trade payables
Trade payables are not interest bearing and are initially recognised at fair value and subsequently at amortised cost using the effective
interest method.
Stock code: BMY
Annual Report and Accounts 2022
167
Notes to the Financial Statements
Accounting Policies continued
s) Employee benefits
i. Defined contribution plans
Pension costs relating to defined contribution pension schemes are recognised in the income statement in the period for which related
services are rendered by the employee.
ii. Defined benefit plans
Until 1997, a subsidiary company operated a defined benefit pension scheme. The retirement obligation recognised in the statement
of financial position represents the net of the present value of the defined benefit obligation and the fair value of plan assets at the
statement of financial position date. The defined benefit obligation is calculated annually by independent actuaries using the projected unit
credit method.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in
other comprehensive income in the period in which they arise. Net interest is calculated by applying the discount rate to the net defined
benefit obligation and is presented as finance costs or finance income.
iii. Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal,
to a formal detailed plan either to terminate employment before the normal retirement date, or to provide termination benefits as a result
of an offer made to encourage voluntary redundancy.
iv. Share-based payment transactions
The Group issues equity-settled share-based payment instruments to certain employees. Equity-settled share-based payment transactions
are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-based payments is
charged to the income statement on a straight-line basis over the vesting period, based on the Group’s estimate of the shares that will
eventually vest.
Options granted under the Sharesave Plan are equity-settled. The fair values of such options have been calculated using the Black-Scholes
model based on publicly available market data.
Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2018 and 2019, 50% of any award
under the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share. Awards granted in 2020
and 2021 are subject to the following performance conditions; Earnings Per Share (60%), Non-Consumer operating profit (15%), Consumer
operating profit (15%) and BDR revenue (10%). The fair value of this element of the awards is calculated using the Black-Scholes model.
Where the awards are subject to a holding period, we have used the Chaffe or Ghaidarov model to determine a discount for lack of
marketability.
t) Employee benefit trust
The Company operates an employee benefit trust and has de facto control of shares held by the trust and bears their benefits and risks.
The Group considers the trust to be substantially under its control and so consolidates the financial information of the trust as stated in note
2f. The Group records the assets and liabilities of the trust as its own and shares held by the trust are recorded at cost as a deduction from
Shareholders’ equity. Finance costs and administrative expenses are charged as they accrue.
u) Segmental reporting
Operating segments, which have not been aggregated, are reported in a manner that is consistent with the internal reporting provided to
the Chief Executive Officer (“CEO”), regarded as the Chief Operating Decision Maker.
The CEO views the Group primarily from a nature of business basis, reflecting the divisional performance of Consumer, made up of
Children’s Trade and Adult Trade, and Non-Consumer, made up of Academic & Professional and Special Interest. Segment results
that are reported to the CEO include items directly attributable to a segment as well as those that can be allocated on a reasonable
basis. Performance is evaluated based on operating profit contributions using the same accounting policies as adopted for the Group’s
financial statements.
v) Dividends
Final dividends are recognised as liabilities once they are appropriately authorised by the Company’s shareholders. Interim dividends are
recorded when paid.
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w) Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including reasonable
expectations of future events. The resultant estimates will, by definition, not necessarily equal the related actual results and may require
adjustment in subsequent accounting periods. Revenue recognition has been removed as a critical accounting estimate and judgement as
the value and volume of transactions that requires judgement has reduced.
The estimates and assumptions that may cause a material adjustment to the carrying amount of assets and liabilities in the next financial
year are:
i. Book returns
The level of sales returns liability is set out in note 20.
Printed books are normally sold on a sale-or-return basis. The timing of returns of unsold books is uncertain. A provision is made against
sales for the expected future returns of books that have not occurred by the end of an accounting period. The sales returns liability
represents 8.5% of annual gross title sales (2021: 8.1%).
This is an estimate as it requires management to estimate the level of expected future returns. As books are returnable by customers,
the Group makes a provision against books sold in the accounting period which is then carried forward in anticipation of book returns
received subsequent to the period end. The provision is recorded by sub-division, and is based on the estimated time lag following a sale
before a return is made, based on the historic returns data. The provision is calculated by reference to historical returns rates and expected
future returns.
If these estimates do not reflect actual returns in future periods then revenues could be understated or overstated for a particular period. In
note 20 we have disclosed the impact on revenue of a 10% increase or decrease in actual returns in the year.
ii. Author advances
Trade and other receivables in the Group Statement of Financial Position, in note 19, include royalty advances (i.e. net unearned advances
to authors). A provision is made against gross advances (paid and payable) to the extent that they are not expected to be fully earned from
anticipated future sales of a title and subsidiary rights receivable.
This is an estimate as it requires management to estimate the future sales of a title. The Directors review all royalty advances for triggers
indicating that a provision may be required and additionally at the end of each financial year a review is carried out on advances for
all published titles where the initial publication date is 12 months or earlier from the reporting period end date to assess if a provision
is required.
During the year ended 28 February 2022, the period post publication for US titles was changed from 12 months to 6 months. For US titles,
a period of 6 months after the initial publication date is sufficient in the Directors’ judgement to estimate the future sales of a title. This
assessment followed a review of sales history, including weighting of initial publication hardback sales, in the US market compared to other
markets. The impact of the change in estimate was a £1.3 million charge to the Income Statement.
If it is unlikely that royalties from future title sales and subsidiary rights will fully earn down the advance, a provision is made in the income
statement on a title-by-title basis, with regard to historical net sales, expected future net sales and taking account of the lifecycle of a book,
for the difference between the carrying value and the anticipated recoverable amount from future earnings.
In note 4, we have disclosed the provision made against advances in the year.
iii. Impairment reviews
The carrying value of goodwill arising on the acquisition of companies (or groups of companies) by the Group is set out in note 12. The
carrying value of the Company’s Investment in subsidiary companies is set out in note 36.
This is an estimate as it requires an estimation of future cash flows relating to each CGU or investment. IFRS require management to
undertake an annual test for impairment of indefinite life assets and, for finite life assets, to test for impairment if events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. The Group currently undertakes an annual impairment
test covering goodwill and other indefinite life assets and also reviews finite life assets to consider whether a full impairment review is
required. The Company tests the recoverability of investments annually.
Intangible assets and investment recoverability is an area involving management judgement, requiring assessment as to whether the
carrying value of assets can be supported by the net present value of future cash flows derived from such assets using cash flow projections
which have been discounted at an appropriate rate. In calculating the net present value of the future cash flows, certain assumptions
are required to be made. Note 12 details the assumptions used and sensitivities analysis performed on the value in use calculations for
goodwill. The key assumptions used in the cash flow projections for Investments are discount rates, long term growth rates, revenue growth
rates and forecast operating profits.
Stock code: BMY
Annual Report and Accounts 2022
169
Notes to the Financial Statements
continued
3. Revenue and segmental analysis
The Group is comprised of two worldwide publishing divisions: Consumer and Non-Consumer, reflecting the core customers for our
different operations. The Consumer Division is further split out into two operating segments: Children’s Trade and Adult Trade. Non-
Consumer is split between two operating segments: Academic & Professional, and Special Interest.
Each reportable segment represents a cash-generating unit for the purpose of impairment testing. We have allocated goodwill between
reportable segments. These divisions are the basis on which the Group primarily reports its segment information. Segments derive their
revenue from book publishing, sale of publishing and distribution rights, management and other publishing services.
Unallocated primarily represents centrally held assets including system development; property, plant and equipment; right-of-use assets;
receivables; and cash.
External revenue by source
United
Kingdom
£’000
North
America
£’000
Australia
£’000
India
£’000
Total
£’000
Year ended 28 February 2022
143,19269,65113,1334,134230,110
Year ended 28 February 2021
117,42953,87211,0842,751185,136
During the year, sales to one customer exceeded 10% of Group revenue (2021: one customer). The value of these sales was £67,811,000
(2021: £68,597,000). This customer purchases from all operating segments and represents 10% (2021: 13%) of gross trade receivables.
Analysis of non-current assets (excluding deferred tax assets) by geographic location
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
United Kingdom (country of domicile)
79,70873,711
North America
22,1966,633
Other
244127
Total
102,14880,471
Group revenues by product type
Year ended 28 February 2022
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Total
£’000
Print
79,05342,702121,75529,99618,63248,628170,383
Digital
10,51110,51121,02227,1502,35429,50450,526
Rights and services
1
3,4751,9445,4192,1821,6003,7829,201
Total
93,03955,157148,19659,32822,58681,914230,110
Year ended 28 February 2021
Children’s
Trade
£’000
Adult
Trade
£’000
Consumer
£’000
Academic &
Professional
£’000
Special
Interest
£’000
Non-
Consumer
£’000
Total
£’000
Print
63,70834,64498,35223,26718,20041,467139,819
Digital
7,6368,29815,93419,0152,73021,74537,679
Rights and services
1
3,2558194,0742,0251,5393,5647,638
Total
74,59943,761118,36044,30722,46966,776185,136
1
Rights and services revenue includes revenue from copyright and trademark licences, management contracts, advertising and publishing services.
www.bloomsbury.com
172
Bloomsbury Publishing Plc
Financial Statements
3. Revenue and segmental analysis continued
Contract Balances
Online digital platforms sales within the Digital revenue stream generally entail customer billings at or near the contract’s inception and
accordingly Digital deferred income balances are primarily related to subscription performance obligations to be delivered over time.
Ebook sales within the Digital revenue stream generally derived from ebook aggregators who provide periodic sales reports over time. The
extent of accrued income is related to the timing of receiving these reports.
Within the Rights and Services revenue stream are licenses for multiple-titles at a fixed price. As the performance obligations within these
arrangements are generally when the customer is granted access, the extent of accrued income will ultimately depend upon the difference
between revenue recognised and billings to date.
Refer to note 19 for opening and closing balances of accrued income. Refer to note 20 for opening and closing balances of deferred
income. Revenue recognised during the period from changes in deferred income was driven primarily by the release of revenue over time
from digital subscriptions and delivery of print books invoiced but not delivered in the previous financial year.
The below table depicts the remaining transaction price on unsatisfied or partially unsatisfied performance obligations from contracts with
customers as follows:
Year ended 28 February 2022
Sales
£’000
Deferred
income
£’000
Committed
sales
£’000
Total
remaining
transaction
price
£’000
2023
£’000
2024
£’000
2025
and later
£’000
Print
170,3834458,2048,6498,6454–
Digital
50,5268,6279769,6037,959864780
Rights and services
9,201498198568221192
Total
230,1109,07610,16119,23717,2861,079872
Year ended 28 February 2021
Sales
£’000
Deferred
income
£’000
Committed
sales
£’000
Total
remaining
transaction
price
£’000
2022
£’000
2023
£’000
2024
and later
£’000
Print
139,8195264,6015,1275,127––
Digital
37,6794,1971,4845,6814,409654618
Rights and services
7,63851,4471,452683532237
Total
185,1364,7287,53212,26010,2191,186855
Stock code: BMY
Annual Report and Accounts 2022
173
Notes to the Financial Statements
continued
4. Operating profit
Operating profit is stated after charging the following amounts:
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Purchase of goods and changes in inventories
1859,20947,802
Auditor’s remuneration (see below)
484360
Depreciation of property, plant and equipment
15512473
Depreciation of right-of-use assets
161,8891,806
Highlighted items (see below)
4,5501,804
Provision made against advances
6,1153,656
Loss on disposal of intangibles assets
65–
Exchange loss
245924
Loss allowance for financial assets
6461,934
Staff costs (excluding termination benefits)
547,80639,940
Highlighted items
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Legal and other professional fees on acquisitions
1,317203
Integration and restructuring costs
3981,076
Paycheck Protection Program grant
–(1,284)
Other highlighted items
1,715(5)
Amortisation of acquired intangible assets
132,8351,809
Total highlighted items
4,5501,804
Highlighted items charged to operating profit comprise significant non-cash charges and major one-off initiatives, which are highlighted in
the income statement because, in the opinion of the Directors, separate disclosure is helpful in understanding the underlying performance
and future profitability of the business.
All highlighted items are included in administrative expenses in the income statement.
For the year ended 28 February 2022, legal and other professional fees of £1,317,000 were incurred as a result of the Group’s acquisitions,
including ABC-CLIO, LLC, Head of Zeus Limited and certain assets of Red Globe Press. Integration and restructuring costs primarily relate to
the integration of the above acquisitions including restructuring and other restructuring in both divisions.
For the year ended 28 February 2021, legal and other professional fees of £203,000 were incurred as a result of the Group’s ongoing and
completed acquisitions, including certain assets of Red Globe Press and Zed Books Limited. Integration and restructuring costs primarily
relate to restructuring in both divisions. The Paycheck Protection Program grant was received from the US Government’s Small Business
Administration.
Auditor’s remuneration
Amounts payable to KPMG LLP and its associates in respect of both audit and non-audit services are as follows:
Year ended 28 February 2022Year ended 28 February 2021
UK
£’000
Overseas
£’000
Total
£’000
UK
£’000
Overseas
£’000
Total
£’000
Fees payable to the Company’s Auditor
for the audit of the parent Company and
consolidated financial statements
322153475200100300
Fees payable to the Company’s Auditor
and its associates for other services:
Audit of the Company’s subsidiaries
pursuant to legislation
–9951015
Other services pursuant to legislation:
Interim review
–––45–45
Total
322162484250110360
www.bloomsbury.com
174
Bloomsbury Publishing Plc
Financial Statements
5. Staff costs
Staff costs, including Directors, during the year were:
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Salaries (including bonuses)
40,29633,515
Social security costs
3,6973,339
Pension costs
251,7591,670
Share-based payment charge
242,0541,416
Staff costs (excluding termination benefits)
47,80639,940
Termination benefits
6581,004
Total
48,46440,944
For the year ended 28 February 2022 £247,000 (year ended 28 February 2021: £918,000) of termination benefits are included in restructuring
within highlighted items.
The average monthly number of employees during the year were:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Editorial, production and selling
680600
Finance and administration
138119
Total
818719
Staff costs are charged to administrative expenses.
Two (2021: three) Directors were accruing benefits during the year under defined contribution pension arrangements.
Total emoluments for Directors was:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Short-term employee benefits
1,8311,113
Post-employment benefits
92114
Total
1,9231,227
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
2022
£’000
Year ended
28 February
2021
£’000
Short-term employee benefits
4,0682,486
Post-employment benefits
173208
Share-based payment charge
1,1501,083
Total
5,3913,777
Stock code: BMY
Annual Report and Accounts 2022
175
Notes to the Financial Statements
continued
6. Finance income and finance costs
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Finance income
Interest on bank deposits
3059
Other interest receivable
6251
Interest income on pension plan assets
251310
Total
105120
Finance costs
Interest on lease liabilities
27419442
Interest cost on pension obligations
251213
Interest on bank overdraft and loans
3–
Other interest payable
52149
Total
486604
7. Taxation
a) Tax charge for the year
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Current taxation
UK corporation tax
Current year
3,2432,865
Adjustment in respect of prior years
(89)(73)
Overseas taxation
Current year
3,3101,742
Adjustment in respect of prior years
(84)362
6,3804,896
Deferred tax
17
UK
Origination and reversal of temporary differences
(926)(683)
Adjustment in respect of prior years
317–
Tax rate adjustment
144132
Overseas
Origination and reversal of temporary differences
(819)(302)
Adjustment in respect of prior years
195(391)
(1,089)(1,244)
Total taxation expense
5,2913,652
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176
Bloomsbury Publishing Plc
Financial Statements
7. Taxation continued
b) Factors affecting tax charge for the year
The tax on the Group’s profit before tax differs from the standard rate of corporation tax in the United Kingdom of 19.00% (2021: 19.00%).
The reasons for this are explained below:
Year ended
28 February 2022
Year ended
28 February 2021
£’000%£’000%
Profit before taxation
22,181100.017,349100.0
Profit on ordinary activities multiplied by the standard rate of corporation
tax in the UK of 19.00% (2021: 19.00%)
4,21419.03,29619.0
Effects of:
Non-deductible revenue expenditure
160.1800.5
Non-taxable income
(383)(1.7)(131)(0.8)
Movement in unrecognised temporary differences
––(52)(0.3)
Different rates of tax in foreign jurisdictions
9464.34442.6
Tax losses
(212)(1.0)2171.2
Movement in deferred tax rate
1440.71320.8
Adjustment to tax charge in respect of prior years
Current tax
(173)(0.8)2891.7
Deferred tax
5122.3(391)(2.3)
Tax charge for the year before disallowable costs on highlighted items
5,06422.93,88422.4
Highlighted items
Disallowable costs
2271.0380.2
Disallowable credits
––(270)(1.6)
Tax charge for the year
5,29123.93,65221.0
Different rates of tax in foreign jurisdictions is where we are paying tax at higher rates in the US and Australia as well as paying state taxes in
the US.
Tax losses relate to the recognition of previously unrecognised tax losses or losses in the year that have not been recognised as deferred
tax assets.
Adjustments to prior periods primarily arise where an outcome is obtained on certain tax matters which differs from expectations held when
the related provision was made. Where the outcome is more favourable than the provision made, the difference is released, lowering the
current year tax charge. Where the outcome is less favourable than our provision, an additional charge to current year tax will occur.
For the year ended 28 February 2021 the disallowable credits relate to the US Government Paycheck Protection Program grant.
We are not aware of any significant unprovided exposures that are considered likely to materialise.
c) Factors affecting tax charge for future years
Factors which may affect the future tax charges includes changes in tax legislation, transfer pricing regulations and the level and mix of
profitability in different countries.
An increase in the UK corporation rate from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May 2021. This increased
the Group’s current tax charge and decreased the net deferred tax asset by £144,000.
d) Tax effects of components of other comprehensive income
Before tax
2022
£’000
Tax charge
2022
£’000
After tax
2022
£’000
Before tax
2021
£’000
Tax charge
2021
£’000
After tax
2021
£’000
Exchange difference on translating foreign
operations
1,497–1,497(2,877)–(2,877)
Remeasurements on the defined benefit
pension scheme
(12)2(10)110(21)89
Other comprehensive income
1,48521,487(2,767)(21)(2,788)
Stock code: BMY
Annual Report and Accounts 2022
177
Notes to the Financial Statements
continued
8. Dividends
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Amounts paid in the year
Prior period 7.58p final dividend per share (2021: –p)
6,141–
Prior period 9.78p special dividend per share for the year (2021: –p)
7,923–
Interim 1.34p dividend per share (2021: 1.28p)
1,0931,045
Total dividend payments in the year
15,1571,045
Amounts arising in respect of the year
Interim 1.34p dividend per share for the year (2021: 1.28p)
1,0931,045
Proposed 9.40p final dividend per share for the year (2021: 7.58p)
7,6716,182
Proposed –p special dividend per share for the year (2021: 9.78p)
–7,976
Total dividend 10.74p per share for the year (2021: 18.64p)
8,76415,203
The Directors are recommending a final dividend of 9.40 pence per share, which, subject to Shareholder approval at the Annual General
Meeting, will be paid on 26 August 2022 to Shareholders on the register at close of business on 29 July 2022.
For the year ended 29 February 2020, Bloomsbury made a bonus issue to Shareholders in lieu of, and with a value equivalent to, it’s
proposed final cash dividend of 6.89 pence per ordinary share.
www.bloomsbury.com
178
Bloomsbury Publishing Plc
Financial Statements
9. Earnings per share
The basic earnings per share for the year ended 28 February 2022 is calculated using a weighted average number of Ordinary shares in issue
of 81,532,620 (2021: 80,867,938) after deducting shares held by the Employee Benefit Trust.
The diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares to take account of all dilutive
potential Ordinary shares, which are in respect of unexercised share options and the Performance Share Plan.
Year ended
28 February
2022
Number
Year ended
28 February
2021
Number
Weighted average shares in issue
81,532,62080,867,938
Dilution
1,530,5731,082,577
Diluted weighted average shares in issue
83,063,19381,950,515
£’000£’000
Profit after tax attributable to owners of the Company
16,89013,697
Basic earnings per share
20.72p16.94p
Diluted earnings per share
20.33p16.71p
£’000£’000
Adjusted profit attributable to owners of the Company
21,54815,310
Adjusted basic earnings per share
26.43p18.93p
Adjusted diluted earnings per share
25.94p18.68p
Adjusted profit is derived as follows:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Profit before taxation
22,18117,349
Amortisation of acquired intangible assets
2,8351,809
Other highlighted items
1,715(5)
Adjusted profit before tax
26,73119,153
Tax expense
5,2913,652
Deferred tax movements on goodwill and acquired intangible assets
(207)(41)
Tax expense on other highlighted items
99232
Adjusted tax
5,1833,843
Adjusted earnings
21,54815,310
The Group includes the benefit of tax amortisation of intangible assets within adjusted tax as this benefit more accurately aligns the
adjusted tax charge with the expected cash tax payments.
Stock code: BMY
Annual Report and Accounts 2022
179
Notes to the Financial Statements
continued
10. Business combinations
Head of Zeus Limited
On 2 June 2021 the Group acquired the issued share capital of Head of Zeus Limited (“HoZ”). The consideration, net of pre-existing third
party loans is £7.0 million, of which £5.5 million was satisfied in cash at completion, with £1.1 million paid in cash post completion, and £0.4
million of deferred consideration payable in cash subject to achievement of Netflix release targets. The latter element is discounted.
HoZ is an independent publisher of genre fiction and narrative non-fiction and children’s books, based in London. It has published many
bestsellers, won literary prizes and industry awards. The business will operate within Bloomsbury’s Consumer division.
The table below summarises the fair values to the Group included in the consolidated financial statements of the major categories of assets
and liabilities of HoZ at the date of acquisition.
Net assets acquired
Fair value to
the Group
£’000
Assets
Other intangible assets
2,800
Property, plant and equipment
52
Right-of-use assets
275
Deferred tax assets
130
Total non-current assets
3,257
Inventories
2,202
Trade and other receivables
6,654
Cash and cash equivalents
37
Total current assets
8,893
Total assets
12,150
Liabilities
Deferred tax liabilities
700
Lease liabilities
137
Total non-current liabilities
837
Trade and other liabilities
3,578
Borrowings
1,097
Lease liabilities
165
Current tax liabilities
51
Total current liabilities
4,891
Total liabilities
5,728
Identifiable net assets
6,422
Goodwill
579
Total
7,001
Identifiable intangible assets of £2,800,000 consist of publishing rights and imprints. The publishing rights have a useful life of 8 years and
imprints have a useful life of 8 years. The goodwill arising of £579,000 is attributable to the expected profitability of the acquired business
and the synergies expected to arise after the acquisition.
The gross contractual trade and other receivables at acquisition is £6,691,000 of which, as at the acquisition date, £37,000 is the best
estimate of the contractual cash flows that are not expected to be collected.
Transaction costs of £242,000 have been expensed in the year within administrative expenses.
From 2 June 2021, revenue of £9.0 million and profit attributable to owners of the Company of £0.1 million have been included in the
consolidated income statement for the period ended 28 February 2022 in relation to HoZ.
If the acquisition had occurred on 1 March 2021 the revenue and profit attributable to shareholders of the combined entity for the current
period would have been £11.5 million and £0.2 million respectively. These pro forma amounts do not include any possible synergies from
the acquisition. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that
would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.
www.bloomsbury.com
180
Bloomsbury Publishing Plc
Financial Statements
10. Business combinations continued
ABC - CLIO, LLC
On 15 December 2021 the Group acquired the members’ interest of ABC – CLIO, LLC (“ABC-CLIO”). The consideration, is £16.7 million,
of which £16.6 million was satisfied in cash at completion, with £0.1 million payable in cash post completion, subject to working capital and
other considerations.
ABC-CLIO is an established academic publisher of reference, nonfiction, online curriculum and professional development materials in
both print and digital formats for schools, academic libraries and public libraries, primarily in the USA. This acquisition further strengthens
Bloomsbury Digital Resources and significantly accelerates Bloomsbury’s academic publishing in North America, growing international
revenues. ABC-CLIO will operate within Bloomsbury’s Academic & Professional division.
The table below summarises the provisional fair values to the Group included in the consolidated financial statements of the major
categories of assets and liabilities of ABC-CLIO at the date of acquisition.
Net assets acquired
Provisional
fair value to
the Group
£’000
Assets
Other intangible assets
16,572
Property, plant and equipment
284
Right-of-use assets
357
Deferred tax assets
962
Total non-current assets
18,175
Inventories
552
Trade and other receivables
3,354
Cash and cash equivalents
342
Total current assets
4,248
Total assets
22,423
Liabilities
Lease liabilities
184
Total non-current liabilities
184
Trade and other liabilities
7,564
Lease liabilities
173
Current tax liabilities
254
Total current liabilities
7,991
Total liabilities
8.175
Identifiable net assets
14,248
Goodwill
2,497
Total
16,745
Identifiable intangible assets of £16,572,000 consist of publishing rights, imprints and product development. The publishing rights have a
useful life of 6-7 years, imprints have a useful life of 7 years and product development have a useful life of 10 years. The goodwill arising of
£2,497,000 is attributable to the expected profitability of the acquired business and the synergies expected to arise after the acquisition.
The gross contractual trade and other receivables at acquisition is £3,445,000 of which, as at the acquisition date, £91,000 is the best
estimate of the contractual cash flows that are not expected to be collected.
Transaction costs of £630,000 have been expensed in the year within administrative expenses.
From 16 December 2021, revenue of £2.2 million and profit attributable to owners of the Company of £0.4 million have been included in the
consolidated income statement for the period ended 28 February 2022 in relation to ABC-CLIO.
If the acquisition had occurred on 1 March 2021 the revenue and profit attributable to shareholders of the combined entity for the current
period would have been £10.9 million and £1.3 million respectively. These pro forma amounts do not include any possible synergies from
the acquisition. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that
would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.
Stock code: BMY
Annual Report and Accounts 2022
181
Notes to the Financial Statements
continued
11. Rights to Assets
Red Globe Press
On 23 April 2021, the Group announced the acquisition of certain assets of Red Globe Press (“RGP”), the academic imprint, from Macmillan
Education Limited, a part of Springer Nature Group. The transaction completed on 1 June 2021. The consideration was £3.2 million,
of which £1.8 million was satisfied in cash at completion and £1.3 million was satisfied in cash post completion during the year, with an
expected further £0.1 million to be satisfied post-year end subject to assignment of certain contracts.
RGP specialises in high-quality publishing for Higher Education students globally in Humanities and Social Sciences, Business and
Management, and Study Skills. RGP has a backlist of more than 7,000 titles and publishes more than 100 new titles per year, with content
including digital platforms, textbooks, research-driven materials and general academic publishing. The acquired RGP titles are a good
strategic fit, strengthen Bloomsbury’s existing academic publishing, and establish new areas of academic publishing in Business and
Management, Study Skills and Psychology. RGP’s three digital products will be migrated to Bloomsbury Digital Resources’ own platform
and its content added to Bloomsbury Collections. The assets will operate within Bloomsbury’s Academic & Professional division. There are
opportunities for profit enhancements following the integration of the assets into Bloomsbury.
The Group has taken on Inventories, Advances and intangible assets associated with taking on the titles and digital products. No cash or
trade receivables transferred as part of the acquisition.
12. Goodwill
28 February
2022
£’000
28 February
2021
£’000
Cost
At start of year
48,94749,293
Acquisitions
3,076–
Exchange differences
149(346)
At end of year
52,17248,947
Impairment
At start of year
4,2594,263
Exchange differences
3(4)
At end of year
4,2624,259
Net book value
At end of year
47,91044,688
At start of year
44,68845,030
Goodwill is not amortised, but instead is subject to annual impairment reviews. Any impairment losses are recognised immediately in the
income statement.
Management has aligned the monitoring of goodwill to how it reviews the performance of the business. Goodwill is monitored by
management at the publishing division level. The following is a summary of goodwill allocation for each publishing division:
28 February
2022
£’000
28 February
2021
£’000
Children’s Trade
1,7671,695
Adult Trade
2,8192,151
Academic & Professional
38,37135,889
Special Interest
4,9534,953
Total
47,91044,688
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182
Bloomsbury Publishing Plc
Financial Statements
12. Goodwill continued
Impairment testing
The recoverable amount of the Group’s goodwill has been considered with regard to value-in-use calculations. These calculations use the
pre-tax future cash flow projections of each cash-generating unit (“CGU”) based on the Board’s approved budgets for the year ended
28 February 2023 and the Board-approved five-year plan. The calculations include a terminal value based on the projections for the final
year of the five-year plan with a long-term growth rate assumption applied.
The key assumptions for calculating value in use are:
Discount ratesCAGR – RevenueLong-term growth
2022
%
2021
%
2022
%
2021
%
2022
%
2021
%
Children’s Trade
11.610.62.20.32.01.8
Adult Trade
11.710.69.910.82.01.8
Academic & Professional
11.210.29.93.92.01.8
Special Interest
12.511.46.22.72.01.8
Discount rates
The discount rates applied to the cash flows are calculated using a pre-tax rate based on the weighted average cost of capital for the
Group. This is adjusted for risks specific to the market in which the CGU operates.
Revenue growth rates
Growth rates have been calculated based on those applied to the Board-approved budget for the year ended 28 February 2023 and five-
year plan. They incorporate future expectations of growth in backlist revenues and strategic plan for each publishing division.
The five-year forecasts are extrapolated to perpetuity on the basis that the relevant CGUs are long-established business units. The long-
term growth rates are blended rates formed from the territory-specific long-term growth rates.
Gross margins
Gross margins have been based on historic performance and expected changes to the sales mix in future periods.
Sensitivity
The Group has not identified any reasonably possible changes to key assumptions that would cause the carrying value of goodwill of the
Children’s Trade and Adult Trade CGUs to exceed its recoverable amount.
Academic & Professional has by far the largest goodwill and non-current assets. This division is progressing with its Bloomsbury Digital
Resources strategy to leverage our academic and professional IP assets into the academic library market, growing more high-quality digital
subscription income. This strategy includes successfully integrating recent acquisitions. There is therefore a risk in the medium term if this
strategy does not succeed. However, current progress on this strategy is very good. A 2.5% increase in the discount rate would not give
rise to an impairment (2021: 2.5% increase, no impairment). A 2.5% absolute reduction in the Compound annual growth rate for revenue
(“CAGR”) to 7.4% would give rise to a £5.2 million impairment (2021: a 2.5% absolute reduction in the CAGR gives an impairment of
£13.3 million). Reducing the long-term growth rate to 0% would not give rise to an impairment (2021: 0%, no impairment).
Special Interest has the second largest goodwill and non-current assets as a proportion of revenue. This division is progressing with
the implementation of a new, more targeted publishing strategy and developing direct relationships with key subject communities.
There is therefore a risk in the medium term if this strategy does not succeed. A 2.5% increase in the discount rate would not give rise
to an impairment (2021: 2.5% increase, no impairment). A 2.5% absolute reduction in the CAGR to 3.7% would give rise to a £2.0 million
impairment (2021: a 2.5% absolute reduction in the CAGR gives an impairment of £2.0 million). Reducing the long-term growth rate to 0%
would not give rise to an impairment (2021: 0%, no impairment).
Stock code: BMY
Annual Report and Accounts 2022
183
Notes to the Financial Statements
continued
13. Other intangible assets
Publishing
rights
£’000
Imprints
£’000
Subscriber
and
customer
relationships
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets under
construction
£’000
Total
£’000
Cost
At 29 February 2020
17,8928,0904,4172628,81313,52867253,674
Additions
1,474––188912,5033925,278
Transfers
–––––745(745)–
Disposals
––––(5)––(5)
Exchange differences
(142)–(26)(11)(26)(56)–(261)
At 28 February 2021
19,2248,0904,3912699,67316,72031958,686
Acquisitions¹
12,3735,499–––1,668–19,540
Additions
2
3,418––287172,4724427,077
Transfers
–––––371(371)–
Disposals
–––––(3,009)–(3,009)
Exchange differences
2(23)1261228–37
At 28 February 202235,01713,5664,40330310,40218,25039082,331
Amortisation
At 29 February 2020
11,1782,3203,375195,9319,221–32,044
Disposals
––––(3)––(3)
Charge for the year
1,120377312341,1012,541–5,485
Exchange differences
(103)–(15)–(25)(34)–(177)
At 28 February 2021
12,1952,6973,672537,00411,728–37,349
Disposals
–––––(2,944)–(2,944)
Charge for the year
1,907635293181,0253,627–7,505
Exchange differences
52–711226–98
At 28 February 202214,1543,3323,972728,04112,437–42,008
Net book value
At 28 February 202220,86310,2344312312,3615,81339040,323
At 28 February 2021
7,0295,3937192162,6694,99231921,337
1
The acquisitions relate to the Head of Zeus Limited and ABC-CLIO, LLC business combinations, see note 10.
2
The addition of £2,846,000 Publishing Rights relates to the acquisition of assets of Red Globe Press on 1 June 2021. The addition of £572,000 Publishing
Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.
14. Investments
28 February
2022
£’000
28 February
2021
£’000
Joint venture
45162
Total
45162
The amounts recognised in the Income Statement are as follows:
28 February
2022
£’000
28 February
2021
£’000
Equity securities impairment
–(300)
Joint venture
(117)(110)
Total
(117)(410)
The FVOCI equity investment in Cricket Properties was impaired in the prior year.
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Bloomsbury Publishing Plc
Financial Statements
15. Property, plant and equipment
Short
leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers
and other
office
equipment
£’000
Motor
vehicles
£’000
Total
£’000
At 29 February 2020
2,9299962,834356,794
Additions
437381–422
Disposals
––(3)–(3)
Exchange differences
(11)(35)(59)(4)(109)
At 28 February 2021
2,9229983,153317,104
Acquisitions
44105187–336
Additions
19197428–644
Disposals
–––––
Exchange differences
51525146
At 28 February 20222,9901,3153,793328,130
Depreciation
At 29 February 2020
1,8128742,175194,880
Charge for the year
12559289–473
Disposals
––(1)–(1)
Exchange differences
(8)(35)(49)(2)(94)
At 28 February 2021
1,9298982,414175,258
Charge for the year
12954329–512
Disposals
–––––
Exchange differences
41621–41
At 28 February 20222,0629682,764175,811
Net book value
At 28 February 20229283471,029152,319
At 28 February 2021
993100739141,846
The depreciation charge is included in administrative expenses.
Stock code: BMY
Annual Report and Accounts 2022
185
Notes to the Financial Statements
continued
16. Right-of-use assets
Property
£’000
Cars
£’000
Equipment
£’000
Total
£’000
At 29 February 2020
14,973905115,114
Additions
–6744111
Disposals
(170)(5)(42)(217)
Exchange differences
(310)––(310)
At 28 February 2021
14,4931525314,698
Acquisitions
580–52632
Additions
21633116365
Exchange differences
144–3147
At 28 February 202215,43318522415,842
Depreciation
At 29 February 2020
1,68745391,771
Charge for the year
1,73559121,806
Disposals
(170)(5)(42)(217)
Exchange differences
(95)––(95)
At 28 February 2021
3,1579993,265
Charge for the year
1,74154941,889
Exchange differences
59–160
At 28 February 20224,9571531045,214
Net book value
At 28 February 202210,4763212010,628
At 28 February 2021
11,336534411,433
The depreciation charge is included in administrative expenses.
17. Deferred tax assets and liabilities
a) Recognised deferred tax assets and liabilities
Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset or liability
arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.
Movement in temporary differences during the year:
Tax losses
£’000
Property,
plant and
equipment
£’000
Retirement
benefit
obligation
£’000
Share-based
payments
£’000
Intangible
assets
£’000
Other
£’000
Total
£’000
At 29 February 2020
27421865282(2,283)1,853409
Credit/(charge) to the
income statement
65191(5)67(40)9661,244
Charge to other
comprehensive income
––(21)–––(21)
Credit to equity
–––3––3
Exchange differences
(10)––––(107)(117)
At 28 February 2021
32940939352(2,323)2,7121,518
Recognised on acquisition
137(7)––(700)962392
Credit/(charge) to the
income statement
820(283)6194(257)6091,089
Credit to other
comprehensive income
––2–––2
Credit to equity
–––408––408
Exchange differences
1–––(18)8063
At 28 February 20221,28711947954(3,298)4,3633,472
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186
Bloomsbury Publishing Plc
Financial Statements
17. Deferred tax assets and liabilities continued
Deferred tax assets in respect of losses are only recognised to the extent that it is anticipated they will be utilised in the foreseeable future.
The Other deferred tax asset predominantly relates to temporary differences i.e. valuation adjustments and return and inventory provisions
held on the balance sheet recognised in the current tax calculation and tax return only when utilised. This predominantly relates to the US
and UK.
b) The analysis for financial reporting purposes is as follows:
28 February
2022
£’000
28 February
2021
£’000
Deferred tax assets
7,1683,904
Deferred tax liabilities
(3,696)(2,386)
Total
3,4721,518
c) Unrecognised deferred tax assets
The Group had deferred tax assets not recognised in the financial statements as follows:
28 February
2022
£’000
28 February
2021
£’000
Trading losses
1,6791,751
Non-trading losses
––
At 28 February 2022, the Group had unrecognised trading losses of £6.7 million (2021: £8.9 million) and non-trading losses of approximately
£nil (2021: £nil). A deferred tax asset has not been recognised in respect of these taxable losses carried forward. Due to the nature of these
losses they cannot be offset against future Group profits.
Deferred tax is not provided on unremitted earnings of subsidiaries where the Group controls the timing of remittance and it is probable
that the temporary difference will not reverse in the foreseeable future.
18. Inventories
28 February
2022
£’000
28 February
2021
£’000
Work in progress
5,6044,946
Finished goods for resale
28,21221,828
Total
33,81626,774
The cost of inventories recognised as cost of sales amounted to £49,017,000 (2021: £39,187,000). In addition to this, the provision and write-
down of inventories to net realisable value recognised in cost of sales amounted to £10,192,000 (2021: £8,615,000).
19. Trade and other receivables
28 February
2022
£’000
28 February
2021
£’000
Non-current
Accrued income
9231,005
Current
Gross trade receivables
68,76461,897
Less: loss allowance
(3,551)(3,230)
Net trade receivables
65,21358,667
Income tax recoverable
1,392171
Other receivables
2,4313,623
Prepayments
2,6721,072
Accrued income
4,4945,219
Royalty advances
28,67724,790
Total current trade and other receivables
104,87993,542
Total trade and other receivables
105,80294,547
Stock code: BMY
Annual Report and Accounts 2022
187
Notes to the Financial Statements
continued
19. Trade and other receivables continued
Non-current receivables relate to accrued income on long-term rights deals.
A provision is held against gross advances payable in respect of published title advances which may not be fully earned down by anticipated
future sales. As at 28 February 2022, £7,145,000 (2021: £7,260,000) of royalty advances relate to titles expected to be published in more than
12 months’ time. If anticipated future sales were 10% higher or lower, the provision would have been £0.2 million lower or higher.
Other receivables principally comprises VAT recoverable.
Trade receivables principally comprise amounts receivable from the sale of books due from distributors. The majority of trade debtors are
secured by credit insurance and in certain territories by third-party distributors.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The Group’s exposure to
credit and currency risks is disclosed in note 26. The average number of days’ credit taken for sales of books by the Group was 103 days
(2021: 116 days).
A loss allowance is made with reference to specific debts, past default experience, trading history and the current economic environment.
Movements on the Group loss allowance for trade receivables are as follows:
28 February
2022
£’000
28 February
2021
£’000
At start of year
3,2301,832
Acquired
128–
Amounts created
1,1342,117
Amounts utilised
(459)(515)
Amounts released
(488)(183)
Exchange differences
6(21)
At end of year
3,5513,230
20. Trade and other liabilities
28 February
2022
£’000
28 February
2021
£’000
Current
Trade payables
30,24523,680
Sales returns liability
15,29212,345
Taxation and social security
2,018967
Other payables
4,9013,615
Accruals
41,49629,006
Deferred income
9,0764,728
Total current trade and other liabilities
103,02874,341
Total trade and other liabilities
103,02874,341
Trade payables are non-interest bearing and are normally settled on terms of between 30 and 90 days.
If actual returns were 10% higher or lower in the year revenue would have been £1.5 million lower/higher (2021: £1.5 million lower/higher).
Other payables principally comprises sub rights payable to authors. Accruals are higher than last year due to the higher royalty accrual, up
£4.8 million, and the £5.3 million employee bonus payable for the year (2021: £2.6 million).
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Bloomsbury Publishing Plc
Financial Statements
21. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/ share
premium
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance at 28 February 2021
12,943–48,33916,253103,657181,192
Changes from financing cash flows
Dividend paid
––––(15,157)(15,157)
Purchase of shares by the Employee
Benefit Trust
–––(4,489)–(4,489)
Proceeds from exercise of share options
–––2,084(2,050)34
Repayment of borrowings
–(1,097)–––(1,097)
Repayment of lease liabilities
(1,862)––––(1,862)
Interest paid
(419)(55)–––(474)
Total changes from financing cash flows
(2,281)(1,152)–(2,405)(17,207)(23,045)
Other changes
Liability-related
Borrowings recognised on acquisition
–1,097–––1,097
Right-of-use asset additions
1,024––––1,024
Foreign exchange movements
121––––121
Interest expense
41955–––474
Total liability-related other changes
1,5641,152–––2,716
Total equity-related other changes
–––3,04417,28820,332
Balance at 28 February 202212,226–48,33916,892103,738181,195
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/ share
premium
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance at 1 March 2020
14,530–40,33017,28592,058164,203
Changes from financing cash flows
Dividend paid
––––(1,045)(1,045)
Proceeds from share issue
––7,978––7,978
Proceeds from exercise of share options
–––1,298(1,114)184
Purchase of shares by the Employee
Benefit Trust
–––(674)–(674)
Repayment of lease liabilities
(1,451)––––(1,451)
Interest paid
(442)(149)–––(591)
Total changes from financing cash flows
(1,893)(149)7,978624(2,159)4,401
Other changes
Liability-related
Right-of-use asset additions
111––––111
Foreign exchange movements
(247)––––(247)
Interest expense
442149–––591
Total liability-related other changes
306149–––455
Total equity-related other changes
––31(1,656)13,75812,133
Balance at 28 February 202112,943–48,33916,253103,657181,192
Stock code: BMY
Annual Report and Accounts 2022
189
Notes to the Financial Statements
continued
22. Provisions
Author
advances
£’000
Property
£’000
Total
£’000
At 28 February 2021
513255768
Created in the year
22565290
Released in the year
(5)–(5)
Utilised in the year
(186)–(186)
Exchange difference18–18
28 February 2022565320885
Non-current
–297297
Current
56523588
The property provision includes amounts provided for dilapidations. The author advance provision is a provision against future cash outflows
on published titles where the Group does not expect to fully recover the advance. The timing of cash flows for onerous lease commitments
is dependent on the terms of the leases.
23. Share capital and other reserves
Share capital
28 February
2022
£’000
28 February
2021
£’000
Authorised:
108,811,552 Ordinary shares of 1.25p each (2021: 105,459,997 Ordinary shares of 1.25p each)
1,3601,318
Allotted, called up and fully paid:
81,608,672 Ordinary shares of 1.25p each (2021: 81,608,672 Ordinary shares of 1.25p each)
1,0201,020
The Company has one class of Ordinary share that carries equal voting rights and no contractual right to receive payment. No shares are
held by the Company as Treasury shares. Directors and other employees of the Group have been granted options to purchase 2,162,194
(2021: 2,102,693) Ordinary shares with an aggregate nominal value of £27,027 (2021: £26,284) (see note 24).
Share premium
This reserve records the amount above nominal value received for shares sold less transaction costs.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial information of foreign
operations.
Merger reserve
The merger reserve comprises the amount that would otherwise arise in share premium relating to specific share issue, wherein more than
90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby attracting
merger relief under the Companies Act 2006.
Capital redemption reserve
The capital redemption reserve arose on the purchase by the Company of its own shares and comprises the amount by which the
distributable profits were reduced on these transactions.
Share-based payment reserve
The share-based payment reserve comprises cumulative amounts charged in respect of employee share-based payment arrangements.
Own shares held by the Employee Benefit Trust
The Employee Benefit Trust (“EBT”) is an independent discretionary trust established to acquire issued shares of the Company to satisfy any
of the share-based incentive schemes (see note 24) and plans of the Company. All employees of the Group are potential beneficiaries of the
EBT. The results and net assets of the EBT are included in the consolidated financial statements of the Group.
The market value of the 710,293 shares of the Company held at 28 February 2022 (2021: 57,480) in the EBT was £2,890,893 (2021: £154,046).
While the trustee has power to subscribe for Ordinary shares and to acquire Ordinary shares in the market or from Treasury, it is not
permitted to hold more than 5% of the issued share capital without prior approval of the Shareholders.
As at the date of signing this Annual Report, the Trust held 710,293 Ordinary shares of 1.25 pence being approximately 0.9% of the issued
Ordinary share capital.
Retained earnings
The retained earnings reserve comprises profit for the year attributable to owners of the Company and other items recognised directly
through equity as presented on the consolidated statement of changes in equity.
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190
Bloomsbury Publishing Plc
Financial Statements
24. Share-based payments
Options over shares of the ultimate parent undertaking, Bloomsbury Publishing Plc, have been granted to employees of the Group under
various schemes.
The total share-based payment charge to the income statement for the year was as follows:
28 February
2022
£’000
28 February
2021
£’000
Equity-settled share-based transactions
1,5471,221
Cash-settled share-based transactions
507195
Total
2,0541,416
National Insurance contributions are payable by the Company in respect of some of the share-based payment transactions. These
contributions are payable on the date of exercise based on the intrinsic value of the share-based payments and are therefore treated as
cash-settled awards. The Group had an accrual for National Insurance at 28 February 2022 of £483,000 (2021: £253,000), of which none
related to vested options.
a) The Bloomsbury Performance Share Plan (“the PSP”)
The Group operates the PSP for Directors and senior employees. Awards under the scheme are granted as conditional share awards. The
number of Ordinary shares comprised in an award is calculated using a share value equal to the closing middle-market price on the dealing
day before the award date.
The vesting period is three years and for awards granted during the year ended February 2019 and 2020, 50% of the level of vesting is
subject to the achievement of Earnings Per Share (“EPS”). The other 50% is subject to a Return on Capital Employed (“ROCE”) performance
condition. For awards granted during the year ended February 2021 the award is subject to the following performance conditions; EPS
(60%), Non-Consumer operating profit (15%), Consumer operating profit (15%) and BDR revenue (10%). For details of the performance
conditions see the Directors’ Remuneration Report on pages 124 to 144. Awards are not exercisable after the vesting date and awards that
vest on the vesting date are automatically exercised. Except in certain circumstances awards lapse if the employee leaves the Group.
Year ended
28 February
2022
Number
Year ended
28 February
2021
Number
Outstanding at start of year
1,572,3901,769,210
Granted during the year
489,116592,154
Exercised during the year
(525,412)(530,624)
Lapsed during the year
–(258,350)
Outstanding at end of year
1,536,0941,572,390
Exercisable at end of year
505,622525,412
Year ended
28 February
2022
Year ended
28 February
2021
Range of exercise price of outstanding awards (pence)
––
Weighted average remaining contracted life (months)
1718
Expense recognised for the year (£’000)
1,9061,337
The share awards granted in the year to 28 February 2022 have been measured based on the share price at the date of grant as they are
only subject to non-market conditions. The inputs were:
Performance conditionAll
Share price
351 pence
Exercise price
–
Expected term
3 years
Expected volatility
42.95%
Risk-free interest rate
0.17%
Fair value charge per award
271 – 351 pence
This award is subject to the following performance conditions; EPS (60%), Non-Consumer operating profit (15%), Consumer operating profit
(15%) and BDR revenue (10%).
The awards for Executive Directors only will be subject to clawback provisions and to a two-year post-vesting holding period.
Stock code: BMY
Annual Report and Accounts 2022
191
Notes to the Financial Statements
continued
24. Share-based payments continued
b) The Bloomsbury Sharesave Plan 2014
The Group operates an HM Revenue and Customs approved savings-related share option scheme under which employees are granted
options to purchase Ordinary shares in the Company in three years’ time, dependent upon their entering into a contract to make monthly
contributions to a savings account over the period of the savings term. The Sharesave Plan is open to all UK employees.
Share
options
2022
Number
Weighted
average
exercise price
2022
Pence
Share
options
2021
Number
Weighted
average
exercise price
2021
Pence
Outstanding at start of year
530,303174359,050164
Granted during the year
170,772280327,035169
Exercised during the year
(21,173)161(133,299)137
Lapsed during the year
(53,802)183(22,483)143
Outstanding at end of year
626,100276530,303174
Exercisable at end of year
1,3101379,432137
20222021
Range of exercise price of outstanding options (pence)
137–280137–185
Weighted average remaining contracted life (months)
1825
Expense recognised for the year (£’000)
14879
25. Retirement benefit obligations
Pension costs
The pension costs charged to the income statement of £1,773,000 (2021: £1,688,000) relate to the Group’s defined contribution and defined
benefit pension arrangements.
Defined contribution plans
The Group operates defined contribution retirement benefit plans for all qualifying employees.
The total cost charged to the income statement of £1,759,000 (2021: £1,670,000) represents contributions payable to these schemes by the
Group at rates specified in the rules of the schemes. At 28 February 2022, there were £nil prepaid contributions (28 February 2021: £nil). At
28 February 2022, there were £262,000 outstanding contributions (28 February 2021: £208,000).
Defined benefit plan
A subsidiary company operates a defined benefit scheme for some staff which is accounted for in accordance with IAS 19. Accrual of
benefits ceased in 1997, with the scheme now operated as a closed fund. There is no obligation in respect of medical costs. The scheme
is actuarially valued every three years. The last full actuarial valuation was carried out as at 28 February 2021 by a qualified independent
actuary.
Contributions were paid by the employer at the rate of £6,800 per month up until April 2021, plus expenses as and when required.
Contributions paid to the scheme during the year were £41,000 (2021: £79,000). As the scheme has an excess of assets compared to the
scheme liabilities the Directors’ best estimate of the contributions to be paid by the Group to the plan for the period commencing 1 March
2022 in respect of the deficit repair contributions is £nil. The Group will also pay contributions equal to the expense amount incurred over
the period, which is estimated to be £13,000. In addition, PPF levies and other administration expenses are payable by the Group as and
when due. At 28 February 2022, there were £nil prepaid or outstanding contributions (28 February 2021: £nil).
As the scheme has an excess of assets compared to scheme liabilities at the current year end, the Group has sought legal advice on the
application of the asset ceiling and concluded that adjustments are required for this scheme. As a result, IFRRIC 14 applies and an asset
ceiling adjustment has been recognised.
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192
Bloomsbury Publishing Plc
Financial Statements
25. Retirement benefit obligations continued
The financial assumptions used by the actuary for the update were as follows:
28 February
2022
£’000
28 February
2021
£’000
29 February
2020
£’000
Discount rate
2.60%2.10%1.70%
Inflation assumption
2.80–3.70%2.30–3.20%2.10–2.90%
The scheme is closed and there are no active paying members, therefore no increases in payments have been applied. The assumptions
used are estimates chosen from a range of possible actuarial assumptions which, due to the timescale covered, may not necessarily occur in
practice.
The mortality assumptions adopted at 28 February 2022 are 90% of the standard tables S2PxA, year of birth, no age rating for males and
females, projected using CMI_2020 converging to 1.50% p.a. These imply the following life expectancies:
28 February
2022
Years
28 February
2021
Years
Male retiring in 2041
24.524.5
Female retiring in 2041
26.626.6
Male retiring in 2021
22.822.8
Female retiring in 2021
24.824.8
The amounts recognised in the income statement in respect of the defined benefit scheme are as follows:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Interest cost
(12)(13)
Interest income
1310
Expenses
(15)(15)
Total
(14)(18)
A charge of £12,000 (2021: £13,000) has been included in finance costs and a credit of £13,000 (2021: £10,000) has been included in finance
income.
The amounts recognised in other comprehensive income in respect of the defined benefit scheme are as follows:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Return on pension plan assets (excluding amounts included in interest income)
(2)12
Experience gains and losses arising on the defined benefit obligation – (loss)/gain
(12)98
Effects of changes in the financial assumptions underlying the present value of the defined
benefit obligation – gain
5649
Total actuarial gains and losses (before restrictions due to some of the surplus not being
recognisable) – gain
42159
Effect of asset ceiling (excluding amounts included in net interest cost) – loss
(54)(49)
Total
(12)110
Stock code: BMY
Annual Report and Accounts 2022
193
Notes to the Financial Statements
continued
25. Retirement benefit obligations continued
The amount included in the statement of financial position arising from the Group’s obligation in respect of the defined benefit pension
scheme is as follows:
28 February
2022
£’000
28 February
2021
£’000
Fair value of assets (with profit policy)
655619
Present value of defined benefit obligations
(551)(584)
Surplus in scheme
10435
Impact of asset ceiling
(104)(49)
Liability to be recognised
–(14)
Deferred tax assets
–3
Net liability to be recognised
–(11)
Analysis for reporting purposes:
Non-current liabilities
–(14)
Deferred tax assets
–3
Reconciliation of the impact of the asset ceiling is as follows:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Impact of asset ceiling at the start of the year
49–
Interest income
1–
Actuarial losses on asset ceiling
5449
Impact of asset ceiling at the end of the year
10449
Movements in the present value of defined benefit obligations in the year were as follows:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
At start of year
(584)(818)
Expenses
(15)(15)
Interest cost
(12)(13)
Benefits paid and expenses
16115
Remeasurement gains
44147
At end of year
(551)(584)
Movements in the fair value of scheme assets in the year were as follows:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
At start of year
619633
Interest income
1310
Return on plan assets (excluding amounts included in interest income)
(2)12
Employer contributions
4179
Benefits paid and expenses
(16)(115)
At end of year
655619
The actual return on scheme assets was £11,000 (2021: £22,000).
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Bloomsbury Publishing Plc
Financial Statements
25. Retirement benefit obligations continued
Assets
28 February
2022
£’000
28 February
2021
£’000
28 February
2020
£’000
With profits
655619633
Total assets
655619633
None of the fair values of the assets shown above include any direct investments in the Company’s own financial instruments or any property
occupied by, or other assets used by, the Company. The scheme assets are held in a With-Profits insurance policy.
26. Financial instruments and risk management
Capital management
The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return
to Shareholders as well as sustaining the future development of the business. In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to Shareholders and issue new shares. The Group’s overall strategy remains unchanged from 2021.
The capital structure of the Group comprises equity attributable to owners of the Company, comprising issued capital, reserves and retained
earnings as disclosed in the consolidated statement of changes in equity and note 23.
Categories of financial instruments
Notes
28 February
2022
£’000
28 February
2021
£’000
Investments available for sale
Joint venture
1445162
Total investments available for sale
45162
Loans and receivables
Cash and cash equivalents
41,22654,466
Trade receivables
1965,21358,667
Accrued income
195,4176,224
Total loans and receivables
111,856119,357
Financial liabilities measured at amortised cost
Trade payables
20 30,24523,680
Other payables due in less than one year
6,9194,582
Sales returns liability
2015,29212,345
Accruals
20 41,49629,006
Lease liabilities
2712,22612,943
Total financial liabilities measured at amortised cost
106,17882,556
Net financial instruments
5,72336,963
There is no material difference between the fair value and book value of financial assets and liabilities.
Financial risk management
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The
Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group’s financial performance from the key risks of market risk (including currency risk and interest rate risk), credit risk and
liquidity risk.
The Board has approved the Group Treasury policies and procedures by which the Group Treasury function is to be managed. The Group
Treasury function is headed by the Group Finance Director and is part of Bloomsbury’s Finance Department. It operates under a delegated
authority from the Board.
The Treasury management policies and procedures focus on the investment of surplus operating cash likely to be needed in order to
support Bloomsbury’s ongoing operations, foreign currency requirements and interest rate risk management. The Group does not use
derivative contracts for speculative purposes. The policies are reviewed at least on an annual basis by the Group Finance Director and any
amendments are approved by the Board. The Board is assisted in its oversight role by Internal Audit, which undertakes regular reviews of
risk management controls and procedures, the results of which are reported to the Audit Committee.
Stock code: BMY
Annual Report and Accounts 2022
195
Notes to the Financial Statements
continued
26. Financial instruments and risk management continued
a) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the
value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures
within acceptable parameters, while optimising the return.
The Group’s activities expose it mainly to the financial risks of changes in foreign currency exchange rates and changes in interest rates. The
Group incurs costs in the same currencies as it earns revenue, creating some degree of natural hedging.
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance. Risk management is carried out by Group Treasury under policies approved by the
Board of Directors. Group Treasury monitors the distribution of its cash assets so as to control exposure to the relative performance of any
particular territory, currency or institution.
The Board provides written principles for overall risk management, as well as policies covering specific areas, such as funding, foreign
exchange risk, interest rate risk, credit risk and investment of excess liquidity.
(i) Interest rate risk
The Group has significant interest-bearing assets in the form of cash and cash equivalents, and as such, cash flows are dependent on
changes in market interest rates.
Interest rate profile of financial instruments
28 February
2022
£’000
28 February
2021
£’000
Fixed rate instruments
Financial assets
1,7063,519
Financial liabilities
––
Total
1,7063,519
Variable rate instruments
Financial assets
39,52150,947
Financial liabilities
––
Total
39,52150,947
Fixed rate financial assets are short-term bank deposits with a maturity date range of one day to one month. Variable rate financial assets
are cash at bank.
Fair value sensitivity analysis for fixed rate financial instruments
The Group does not account for any fixed rate financial assets at fair value through profit or loss. Therefore, a change in interest rates at
28 February 2022 would not affect the income statement.
Cash flow sensitivity analysis for variable rate financial instruments
The Group derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the market volatility in
the current climate and the previous 12 months. The analysis assumes all other variables remain constant.
28 February 202228 February 2021
Profit or loss
£’000
Equity
£’000
Profit or loss
£’000
Equity
£’000
Impact on profit or loss and equity
1% increase in base rate of interest (2021: 1%)
363–322–
0.5% decrease in base rate of interest (2021: 0.5%)
(184)–(166)–
(ii) Currency risk
The Directors believe that in its current circumstances, the Group’s risk from foreign currency exposure is limited and no active currency
risk management by hedging is considered necessary, as a significant proportion of revenues is matched by expenditure in the same local
currency, creating some degree of natural hedging.
www.bloomsbury.com
196
Bloomsbury Publishing Plc
Financial Statements
26. Financial instruments and risk management continued
The Group’s exposure to foreign currency risk was as follows based on notional amounts:
Loans and receivablesFinancial liabilities
28 February
2022
£’000
28 February
2021
£’000
28 February
2022
£’000
28 February
2021
£’000
GBP
59,35875,74769,93956,739
USD
44,64632,73227,88120,123
EURO
1,217690675246
AUD
4,2128,0436,0584,577
INR
2,4232,1451,625871
Total
111,856119,357106,17882,556
No significant amounts of loans and receivables or financial liabilities are denominated in currencies other than sterling, US dollars, euros,
Australian dollars or Indian rupees.
Foreign currency sensitivity analysis
The Group derived the following sensitivities based on the outstanding foreign currency denominated financial assets and liabilities at the
year end. The sensitivity analysis includes loans to foreign operations within the Group where the denomination of the loan is in a currency
other than the functional currency of the lender or the borrower.
The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between the current
and previous year end, and represents management’s assessment of the reasonably possible change in foreign exchange rates. A positive
number below indicates an increase in profit or equity.
28 February
2022
£’000
28 February
2021
£’000
Impact on equity
10% weakening in US dollar against pound sterling (2021: 10%)
(1,309)(941)
10% strengthening in US dollar against pound sterling (2021: 10%)
1,3091,150
10% weakening in euro against pound sterling (2021: 10%)
––
10% strengthening in euro against pound sterling (2021: 10%)
––
10% weakening in AUS dollar against pound sterling (2021: 10%)
171(282)
10% strengthening in AUS dollar against pound sterling (2021: 10%)
(171)344
10% weakening in INR against pound sterling (2021: 10%)
(73)(116)
10% strengthening in INR against pound sterling (2021: 10%)
73142
Impact on income statement
10% weakening in US dollar against pound sterling (2021: 10%)
(215)(206)
10% strengthening in US dollar against pound sterling (2021: 10%)
215251
10% weakening in euro against pound sterling (2021: 10%)
(49)(40)
10% strengthening in euro against pound sterling (2021: 10%)
4949
10% weakening in AUS dollar against pound sterling (2021: 10%)
(4)(33)
10% strengthening in AUS dollar against pound sterling (2021: 10%)
441
10% weakening in INR against pound sterling (2021: 10%)
––
10% strengthening in INR against pound sterling (2021: 10%)
––
b) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations and arises principally from the Group’s trade and other receivables (note 19) and cash and cash equivalents.
Cash and cash equivalents
The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings as assigned by international
credit-rating agencies.
Stock code: BMY
Annual Report and Accounts 2022
197
Notes to the Financial Statements
continued
26. Financial instruments and risk management continued
Trade receivables
The carrying amount of financial assets represents the maximum credit exposure. The amounts presented in the statement of financial
position are net of allowances for doubtful receivables, estimated by the Group’s management based on trading experience and the current
economic environment. An analysis of the relevant provisions is set out in note 19.
The Group always measures the loss allowance for trade receivables at an amount equal to lifetime expected credit loss (“ECL”). To
measure ECLs trade receivables are split into groups with the same characteristics to calculate loss rates. Where possible we have calculated
this probability based on historic loss experience using recent sales history, the timing of when the cash was received for the debt and the
level of debt not collected for that population.
The Group determines its concentration of credit risk based on the individual characteristics of its customers and publicly available
knowledge of specific circumstances affecting those customers. The Group defines counterparties as having similar characteristics if they are
related entities.
At 28 February 2022, the exposure to credit risk for gross trade receivables by geographical region was as follows:
28 February
2022
£’000
28 February
2021
£’000
United Kingdom
44,02339,394
North America
19,44117,901
Australia
3,4563,039
India
1,8441,563
Total
68,76461,897
The Group has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final customers are set
by the distributors based on a combination of payment history and third-party credit references. Credit limits are reviewed on a regular basis
in conjunction with debt ageing and collection history. The distributors belong to established international groups whose business includes
a number of publishing interests and clients. The Group’s risk is limited as significant amounts outstanding through the UK distributors are
secured by credit insurance, and in the US credit risk for significant amounts outstanding through distributors rests with the distributor. The
balances with the US distributor make up 87% (2021: 92%) of the North America trade receivable balance. In the United Kingdom balances
with the distributors make up 85% (2021: 87%) of the United Kingdom trade receivable balance.
c) Liquidity risk
Currently, the Group has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. The Board has modelled
a severe but plausible pessimistic downside scenario; see note 2c on going concern for further details. Under this scenario the Group is
expected to have sufficient liquidity for at least 12 months from the date of approval of the financial statements.
Cash flow budgets and forecasts are prepared by the operating entities of the Group, aggregated for the Group and regularly reviewed
by the Board, and the actual cash position of the Group and each entity is compared monthly against budget. This allows management to
ensure that each operating entity and the Group have sufficient cash to meet operational needs. Surplus cash held by the operating entities
over and above the balance required for working capital management is invested in interest-bearing accounts and money market deposits.
The Group has an unsecured revolving credit facility with Lloyds Bank Plc. At 28 February 2022, the Group had £nil draw down (2021: £nil) of
this facility with £10.0 million of undrawn borrowing facilities (2021: £8.0 million) available.
The facility comprises a committed revolving credit facility of £10 million, and an uncommitted incremental term loan facility of up to
£6 million. The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a minimum interest cover
covenant of 4x. The agreement is to October 2024.
The Group’s financial liabilities are trade payables, accruals and other payables as shown above. All other financial liabilities are due within
one year.
www.bloomsbury.com
198
Bloomsbury Publishing Plc
Financial Statements
27. Leases
The Group’s lease portfolio consists of office properties, vehicles and equipment. The Group has elected not to recognise right-of use
assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The Group
recognises the lease payments associated with these leases as an expense on a straight- line basis over the lease term.
The amounts recognised in the income statement are as follows:
Notes
28 February
2022
£’000
28 February
2021
£’000
Interest on lease liabilities
6 419442
Expenses relating to short-term leases
44
Expense relating to leases of low-value assets
11
Depreciation of right-of-use assets
161,8891,806
The maturities of the Group’s lease liabilities are as follows:
28 February
2022
£’000
28 February
2021
£’000
Less than one year
2,4281,943
One to five years
6,9617,218
More than five years
4,0595,288
Total undiscounted lease liabilities
13,44814,449
Lease liabilities included in the Consolidated Statement of Financial Position
12,22612,943
Current
2,2651,808
Non-current
9,96111,135
28. Commitments and contingent liabilities
a) Capital commitments
28 February
2022
£’000
28 February
2021
£’000
Property, plant and equipment
159–
Intangible assets
129118
Total
288118
b) Other commitments
The Group is committed to paying royalty advances to authors in subsequent financial years. At 28 February 2022, this commitment
amounted to £28,100,000 (2021: £20,580,000).
c) Guarantees
The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing facilities – see
note 26c.
29. Related party transactions
The Group has no related party transactions other than key management remuneration as disclosed in note 5.
Stock code: BMY
Annual Report and Accounts 2022
199
Notes to the Financial Statements
continued
30. Investments in subsidiary companies
The Group’s subsidiary companies at 28 February 2022 are:
Country of
incorporation
Proportion
of equity
capital held
Nature of business
during the year
Registered
office
Subsidiary undertakings held directly by Bloomsbury Publishing Plc:
A & C Black Limited
England and Wales100%
Intermediate
holding company
1.
Bloomsbury India UK Limited
England and Wales100%
Intermediate
holding company
1.
Bloomsbury Publishing Inc.
USA100%Publishing 2.
Bloomsbury Information Limited
England and Wales100%Publishing1.
Bloomsbury Professional Limited
England and Wales100%Publishing1.
Bloomsbury Publishing PTY Limited
Australia100%Publishing3.
The Continuum International Publishing Group Limited
England and Wales100%Publishing1.
Hart Publishing Limited
England and Wales100%Publishing1.
Head of Zeus Limited
England and Wales100%Publishing7.
Bloomsbury Publishing Ireland Limited
Ireland100%Publishing8.
Osprey Publishing Limited
England and Wales100%Publishing1.
Bloomsbury Book Publishing Company Limited
I.B. Tauris & Co. Limited
England and Wales
England and Wales
100%
100%
Publishing
Publishing
1.
1.
Oberon Books Limited
England and Wales100%Publishing1.
Bloomsbury Media Limited
England and Wales100%Dormant1.
Subsidiary undertakings held through a subsidiary company:
A & C Black Publishers Limited
England and Wales100%Publishing1.
ABC - CLIO, LLC
USA100%Publishing6.
Christopher Helm (Publishers) Limited
England and Wales100%Publishing1.
Oxford International Publishers Limited t/a Berg Publishers
England and Wales100%Publishing1.
John Wisden and Company Limited
England and Wales100%Publishing1.
Shire Publications Limited
England and Wales100%Publishing1.
British Wildlife Publishing Limited
England and Wales100%Publishing1.
Bloomsbury Publishing India Private Limited
India100%Publishing4.
Berg Fashion Library Limited
England and Wales100%Dormant1.
A & C Black (Distribution) Limited
England and Wales100%Dormant1.
A & C Black (Storage) Limited
England and Wales100%Dormant1.
Adlard Coles Limited
England and Wales100%Dormant1.
Alphabooks Limited
England and Wales100%Dormant1.
F. Lewis (Publishers) Limited
England and Wales100%Dormant1.
Featherstone Education Limited
England and Wales100%Dormant1.
Hambledon and London Limited
England and Wales100%Dormant1.
Herbert Press Limited
England and Wales100%Dormant1.
John Wisden (Holdings) Limited
England and Wales100%Dormant1.
Methuen Drama Limited
England and Wales100%Dormant1.
Nautical Publishing Co Limited
England and Wales100%Dormant1.
Philip Wilson Publishers Limited
England and Wales100%Dormant1.
Reed’s Almanac Limited
England and Wales100%Dormant1.
Sheffield Academic Press Limited
England and Wales100%Dormant1.
T & T Clark Limited
England and Wales100%Dormant5.
The Athlone Press Limited
England and Wales100%Dormant1.
Thoemmes Limited
England and Wales100%Dormant1.
All subsidiary undertakings are included in the consolidation.
www.bloomsbury.com
200
Bloomsbury Publishing Plc
Financial Statements
30. Investments in subsidiary companies continued
The following lists all Bloomsbury registered office addresses. Please see wholly owned subsidiary list over for relevant registered office
code.
1. 50 Bedford Square, London, WC1B 3DP, United Kingdom.
2. 1385 Broadway, Fifth Floor, New York, NY 10018, USA.
3. Level 4, 387 George Street, Sydney, NSW 2000, Australia.
4. DDA Complex, LSC, Building No. 4, Second Floor, Pocket C-6&7, Vasant Kunj, New Delhi, 110070, India.
5. C/O RSM, First Floor, Quay 2, 139 Fountainbridge, Edinburgh, EH3 9QG, United Kingdom.
6. 147 Castilian Drive, Goleta, CA 93117, USA.
7. 6th Floor Charlotte Building, 17 Gresse Street, London, W1T 1QL, United Kingdom.
For the year ended 28 February 2022, the following subsidiary companies were entitled to exemption from audit under section 479A of the
Companies Act 2006:
Subsidiary nameCompany number
Bloomsbury Information Limited
06409758
Bloomsbury Professional Limited
05233465
The Continuum International Publishing Group Limited
03833148
A & C Black Publishers Limited
00189153
Christopher Helm (Publishers) Limited
01953639
Oxford International Publishers Limited t/a Berg Publishers
03143617
John Wisden and Company Limited
00135590
Hart Publishing Limited
03307205
Osprey Publishing Limited
03471853
Shire Publications Limited
00868867
British Wildlife Publishing Limited
06810049
Bloomsbury Book Publishing Company Limited
I.B. Tauris & Co. Limited
03830397
01761687
Oberon Books Limited
02082142
The Group’s joint venture undertakings at 28 February 2022 are:
Country of
incorporation
Proportion
of equity
capital held
Nature of
business
during the
year
Registered
office
Joint venture undertakings held directly by Bloomsbury Publishing Plc:
Beijing CYP & Gakken Education Development Co., Ltd
China50%Publishing1.
1. Floor 5, B Block, No. 1132, HuihHe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District, Beijing, PRC.
Stock code: BMY
Annual Report and Accounts 2022
201
Company Statement of Financial Position
As at 28 February 2022
Company Number 1984336
Notes
28 February
2022
£’000
28 February
2021
£’000
Assets
Intangible assets
337,4684,593
Property, plant and equipment
341,8371,654
Right-of-use assets
358,0539,033
Investments in subsidiary companies
36105,40281,159
Other investments
3745162
Deferred tax assets
381,141774
Total non-current assets
123,94697,375
Inventories
3910,4336,745
Trade and other receivables
4075,15471,250
Cash and cash equivalents
17,11438,329
Total current assets
102,701116,324
Total assets
226,647213,699
Liabilities
Provisions
43252216
Lease liabilities
478,0719,025
Total non-current liabilities
8,3239,241
Trade and other liabilities
41107,76987,469
Provisions
4355116
Lease liabilities
471,2071,143
Current tax liabilities
–159
Total current liabilities
109,03188,887
Total liabilities
117,35498,128
Net assets
109,293115,571
Equity
Share capital
441,0201,020
Share premium
4447,31947,319
Other reserves
4411,3179,770
Retained earnings
4449,63757,462
Total equity attributable to owners of the Company
109,293115,571
The accompanying notes form part of these financial statements.
The Company financial statements were approved by the Board of Directors and authorised for issue on 15 June 2022.
J N Newton
Director
P Scott-Bayfield
Director
www.bloomsbury.com
202
Bloomsbury Publishing Plc
Financial Statements
Company Statement of Changes in Equity
For the year ended 28 February 2022
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Share–based
payment
reserve
£’000
Retained
earnings
£’000
Total
£’000
At 29 February 2020
94239,3881,803226,72452,259101,138
Profit for the year and total
comprehensive income for
the year
–––––6,0926,092
Transactions with owners
Issue of share capital
477,931––––7,978
Bonus issue of share capital
31––––(31)–
Dividends to equity holders
of the Company
–––––(1,045)(1,045)
Share options exercised
–––––184184
Deferred tax on share-based
payment transactions
–––––33
Share-based payment
transactions
––––1,221–1,221
Total transactions with
owners of the Company
787,931––1,221(889)8,341
At 28 February 2021
1,02047,3191,803227,94557,462115,571
Profit for the year and total
comprehensive income for
the year
–––––6,8906,890
Transactions with owners
Dividends to equity holders
of the Company
–––––(15,157)(15,157)
Share options exercised
–––––3434
Deferred tax on share-based
payment transactions
–––––408408
Share-based payment
transactions
––––1,547–1,547
Total transactions with
owners of the Company
––––1,547(14,715)(13,168)
At 28 February 20221,02047,3191,803229,49249,637109,293
The accompanying notes form part of these financial statements.
Stock code: BMY
Annual Report and Accounts 2022
203
Company Statement of Cash Flows
For the year ended 28 February 2022
Notes
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Cash flows from operating activities
Profit for the year
6,8906,092
Adjustments for:
Depreciation of property, plant and equipment
34372319
Depreciation of right-of-use assets
351,0121,094
Amortisation of intangible assets
331,7921,286
Impairment of investments
37–300
Finance income
(86)(133)
Finance costs
718595
Share of loss of joint venture
37117110
Share-based payment charges
874621
Tax expense
1,6071,323
13,29611,607
(Increase)/decrease in inventories
(2,679)239
Increase in trade and other receivables
(2,904)(8,534)
Increase in trade and other liabilities
2,74415,011
Cash generated from operations
10,45718,323
Income taxes paid
(3,269)(2,792)
Net cash generated from operating activities
7,18815,531
Cash flows from investing activities
Purchase of property, plant and equipment
(555)(361)
Purchase of business
(6,619)–
Purchase of rights to assets
(3,650)(1,547)
Purchase of share in a joint venture
–(56)
Purchase of intangible assets
(1,210)(1,298)
Interest received
537
Net cash used in investing activities
(12,029)(3,225)
Cash flows from financing activities
Equity dividends paid
42(15,157)(1,045)
Proceeds from exercise of share options
4234184
Proceeds from share issue
42–7,978
Repayment of lease liabilities
42(922)(781)
Lease liabilities interest paid
42(287)(308)
Other interest paid
42(42)–
Net cash (used in)/from financing activities
42(16,374)6,028
Net (decrease)/increase in cash and cash equivalents
(21,215)18,334
Cash and cash equivalents at beginning of year
38,32919,995
Cash and cash equivalents at end of year
17,11438,329
The accompanying notes form part of these financial statements.
www.bloomsbury.com
204
Bloomsbury Publishing Plc
Financial Statements
Notes to the Company Financial Statements
Accounting Policies
31. Reporting entity
Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s registered office
can be found on page 217. The Company is primarily involved in the publication of books and other related services.
32. Significant accounting policies
a) Basis of preparation
The Company financial statements have been prepared and approved by the directors in accordance with UK-adopted international
accounting standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006. The financial statements have been prepared
under the historical cost convention modified by the revaluation of financial assets and liabilities at fair value.
The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation that the Company
has adequate resources to continue in operational existence at least until June 2023, being the period of the detailed going concern
assessment reviewed by the Board.
The Company accounting policies are consistent with the Group policies set out in note 2 to the consolidated financial statements. Key
additional policies are stated below.
b) Parent Company result
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 not to present the Company
income statement or statement of comprehensive income. The Company’s profit for the year was £6,890,000 (2021: £6,092,000).
c) Use of estimates and judgements
The preparation of the Company financial statements requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the year in
which the estimate is revised and in any future years affected. Critical judgements and areas where the use of estimates is significant are
disclosed in note 2w for the Group and are applicable to the Company.
d) Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Company during the year ended
28 February 2022. The table below summarises the impact of these changes to the Company:
Accounting standardDescription of changeImpact on financial statements
Other standards
A number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2021.
The standards and amendments have not had a
material impact on the Group. Additional disclosure has
been provided where relevant.
The Company has not early adopted the following new and revised accounting standards, interpretations or amendments issued by the
International Accounting Standards Board that are currently endorsed but not yet effective:
Accounting standardDescription of change Impact on financial statements
Other standards
A number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2022 and have not
been applied in preparing these financial statements.
The Directors do not anticipate the application of these
standards and amendments will have a material impact
on the Company’s consolidated financial statements.
e) Investment in subsidiaries
Investments in subsidiaries are recorded at cost less accumulated impairment in the statement of financial position. Investments are
reviewed at each reporting date to assess whether there are any indicators of impairment. Any impairment losses are recognised in the
income statement in the year they occur.
f) Employee benefit trust
The Company operates an employee benefit trust and has de facto control of shares held by the trust and bears their benefits and risks. The
Company considers the trust to be substantially under its control and so aggregates the financial information of the trust into the Company’s
results. The Company records the assets and liabilities of the trust as its own. Finance costs and administrative expenses are charged as they
accrue.
Stock code: BMY
Annual Report and Accounts 2022
205
Notes to the Company Financial Statements
Accounting Policies continued
g) Share-based payments
The Company issues equity-settled share-based payment instruments to certain employees of the Group. Equity-settled share-based
payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-settled share-
based payments is charged to the income statement on a straight-line basis over the vesting period, based on the Group’s estimate of the
shares that will eventually vest.
Options granted under the Sharesave Plan are equity-settled. The fair values of such options have been calculated using the Black-Scholes
model based on publicly available market data.
Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2018 or 2019, 50% of any award under
the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share. Awards granted in 2020 or 2021
are subject to the following performance conditions; Earnings Per Share (60%), Non-Consumer operating profit (15%), Consumer operating
profit (15%) and BDR revenue (10%). The fair value of this element of the awards is calculated using the Black-Scholes model. Where the
awards are subject to a holding period, we have used the Chaffe model to determine a discount for lack of marketability.
The Company recharges a share of the share-based payment charge to subsidiaries. This recharge is made via intercompany transactions.
33. Intangible assets
Publishing
rights
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets under
construction
£’000
Total
£’000
Cost
At 29 February 2020
730–8,918––9,648
Additions
1
1,474–1,298––2,772
At 28 February 2021
2,204–10,216––12,420
Transfers
–115(867)763(11)–
Additions
2
3,41828707489254,667
At 28 February 20225,62214310,0561,2521417,087
Amortisation
3
At 29 February 2020
687–5,854––6,541
Charge for the year
85–1,201––1,286
At 28 February 2021
772–7,055––7,827
Transfers
–31(358)327––
Charge for the year
494181,018262–1,792
At 28 February 20221,266497,715589–9,619
Net book value
At 28 February 20224,356942,341663147,468
At 28 February 2021
1,432–3,161––4,593
1
The addition of £1,474,000 relates to the acquisition of assets of Zed Book’s publishing rights on 20 March 2020.
2
The addition of £2,846,000 Publishing Rights and £39,000 Product Development relates to the acquisition of assets of Red Globe Press on 1 June 2021. The
addition of £572,000 Publishing Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.
3
The amortisation charge of £1,792,000 (2021: £1,286,000) was included in administrative expenses in the year.
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Financial Statements
34. Property, plant and equipment
Short
leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers
and other
office
equipment
£’000
Total
£’000
Cost
At 29 February 2020
2,7385021,9375,177
Additions
436320360
At 28 February 2021
2,7425382,2575,537
Additions
16197342555
At 28 February 20222,7587352,5996,092
Depreciation
At 29 February 2020
1,6744111,4793,564
Charge for the year
10843168319
At 28 February 2021
1,7824541,6473,883
Charge for the year
10844220372
At 28 February 20221,8904981,8674,255
Net book value
At 28 February 20228682377321,837
At 28 February 2021
960846101,654
The depreciation charge of £372,000 (2021: £319,000) was included in administrative expenses.
35. Right-of-use assets
Property
£’000
Cars
£’000
Equipment
£’000
Total
£’000
At 29 February 2020
10,935904211,067
Additions
–6744111
Disposals
(170)(5)(42)(217)
At 28 February 2021
10,7651524410,961
Additions
–32–32
At 28 February 202210,7651844410,993
Depreciation
At 29 February 2020
97045361,051
Charge for the year
1,0275981,094
Disposals
(170)(5)(42)(217)
At 28 February 2021
1,8279921,928
Charge for the year
94454141,012
At 28 February 20222,771153162,940
Net book value
At 28 February 20227,99431288,053
At 28 February 2021
8,93853429,033
Stock code: BMY
Annual Report and Accounts 2022
207
Notes to the Company Financial Statements
continued
36. Investment in subsidiary companies
£’000
Cost
At 28 February 2021
93,905
Additions
24,243
At 28 February 2022118,148
Impairment
At 28 February 2021 and 28 February 202212,746
Net book value
At 28 February 2022105,402
At 28 February 2021
81,159
Information on subsidiary companies is disclosed in note 30. The additions in the year relate to the Head of Zeus Limited acquisition and
further investment in Bloomsbury Book Publishing Limited.
37. Other investments
28 February
2022
£’000
28 February
2021
£’000
Joint venture
45162
Total
45162
The amounts recognised in the Income Statement are as follows:
Year ended
28 February
2022
£’000
Year ended
28 February
2021
£’000
Equity securities impairment
–(300)
Joint venture loss
(117)(110)
Total
(117)(410)
The FVOCI equity investment in Cricket Properties Limited was impaired in the prior year.
38. Deferred tax assets and liabilities
Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset or liability
arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.
Movement in temporary differences during the year:
Property,
plant
and
equipment
£’000
Retirement
benefit
obligation
£’000
Share–based
payments
£’000
Provisions
£’000
Total
£’000
At 29 February 2020
(31)34282218503
(Charge)/credit to the income statement
(3)367201268
Credit to equity
––3–3
At 28 February 2021
(34)37352419774
(Charge)/credit to the income statement
(210)10194(35)(41)
Credit to equity
––408–408
At 28 February 2022(244)479543841,141
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Financial Statements
38. Deferred tax assets and liabilities continued
The analysis for financial reporting purposes is as follows:
28 February
2022
£’000
28 February
2021
£’000
Deferred tax assets
1,141774
Deferred tax liabilities
––
Total
1,141774
Deferred tax is not provided on unremitted earnings of subsidiaries where the Company controls the timing of remittance and it is probable
that the temporary difference will not reverse in the foreseeable future.
39. Inventories
28 February
2022
£’000
28 February
2021
£’000
Work in progress
1,6671,272
Finished goods for resale
8,7665,473
Total
10,4336,745
The cost of inventories recognised as cost of sales amounted to £25,781,000 (2021: £20,253,000).
The provision and write down of inventories to net realisable value recognised in cost of sales amounted to £3,827,000 (2021: £1,888,000).
40. Trade and other receivables
28 February
2022
£’000
28 February
2021
£’000
Current
Gross trade receivables
41,18038,791
Less loss allowance
(2,428)(2,664)
Net trade receivables
38,75236,127
Amounts owed by Group undertakings
13,21714,560
Income tax recoverable
1,070–
Other receivables
4,3883,730
Prepayments
1,588673
Accrued income
2,1582,926
Royalty advances
13,98113,234
Total trade and other receivables
75,15471,250
A provision is held against gross advances payable in respect of published title advances, which may not be fully earned down by
anticipated future sales. As at 28 February 2022, £3,578,000 (2021: £4,859,000) of royalty advances relate to titles expected to be published in
more than 12 months’ time. If anticipated future sales were 10% higher or lower, the provision would have been £0.1 million lower or higher.
Other receivables principally comprises VAT recoverable.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The Company’s exposure
to credit and currency risks is disclosed in note 46. Trade receivables principally comprise amounts receivable from the sale of books due
from distributors. The average number of days’ credit taken for sales of books by the Company was 152 days (2021: 176 days).
Stock code: BMY
Annual Report and Accounts 2022
209
Notes to the Company Financial Statements
continued
40. Trade and other receivables continued
Movements on the Company’s loss allowance for trade receivables are as follows:
28 February
2022
£’000
28 February
2021
£’000
At start of year
2,6641,575
Amounts created
3911,704
Amounts released
(223)(149)
Amounts utilised
(404)(466)
At end of year
2,4282,664
41. Trade and other liabilities
28 February
2022
£’000
28 February
2021
£’000
Current
Trade payables
6,0344,979
Sales return liability
5,1893,908
Amounts owed to Group undertakings
70,07359,502
Taxation and social security
1,715692
Other payables
2,1892,221
Accruals and deferred income
22,56916,167
Total current trade and other liabilities
107,76987,469
Total trade and other payables liabilities
107,76987,469
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. Other payables principally comprises sub
rights payable to authors.
If actual returns were 10% higher or lower in the year revenue would have been £0.4 million lower/higher (2021: £0.4 million). Accruals
are higher than last year at due to a higher royalty accrual, up £0.9 million, and a £5.3 million employee bonus payable for the year
(2021: £2.6 million).
42. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/share
premium
£’000
Other
reserves
£’000s
Retained
earnings
£’000
Total
£’000
Balance at 28 February 2021
10,168–48,3399,77057,462125,739
Changes from financing cash flows
Dividend paid
––––(15,157)(15,157)
Proceeds from exercise of share options
––––3434
Repayment of lease liability
(922)––––(922)
Interest paid
(287)(42)–––(329)
Total changes from financing cash flows
(1,209)(42)––(15,123)(16,374)
Other changes
Liability-related
Right-of-use asset additions
32––––32
Interest expense
28742–––329
Total liability-related other changes
31942–––361
Total equity-related other changes
–––1,5477,2988,845
Balance at 28 February 20229,278–48,33911,31749,637118,571
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Bloomsbury Publishing Plc
Financial Statements
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/share
premium
£’000
Other
reserves
£’000s
Retained
earnings
£’000
Total
£’000
Balance at 28 February 2020
10,838–40,3308,54952,259111,976
Changes from financing cash flows
Dividend paid
––––(1,045)(1,045)
Proceeds from share issue
––7,978––7,978
Proceeds from exercise of share options
––––184184
Repayment of lease liability
(781)––––(781)
Interest paid
(308)––––(308)
Total changes from financing cash flows
(1,089)–7,978–(861)6,028
Other changes
Liability-related
Right-of-use asset additions
111––––111
Interest expense
308––––308
Total liability-related other changes
419––––419
Total equity-related other changes
––311,2216,0647,316
Balance at 28 February 202110,168–48,3399,77057,462125,739
43. Provisions
Author
advance
£’000
Property
£’000
Total
£’000
At 28 February 2021
116216332
Created in the year
553691
Released in the year
(2)–(2)
Utilised in the year
(114)–(114)
At 28 February 202255252307
Non-current
–252252
Current
55–55
The property provision is in respect of dilapidations for the Bedford Square head office. The author advance provision is a provision against
future cash outflows on published titles where the Group does not expect to fully recover the advance.
44. Share capital and other reserves
For details of share capital, share premium, merger reserve, capital redemption reserve, share-based payment reserve and retained earnings
see note 23 and the Company statement of changes in equity attributable to the owners of the Company. For details of the Company profit
for the year see note 32b.
For details of dividends see note 8.
As at 28 February 2022, the Company had distributable reserves of £49.6 million. The total external dividends excluding the special dividend
relating to the year ended 28 February 2022 amounted to £8.8 million. The Company distributable reserves support 5.6 times this annual
dividend.
Stock code: BMY
Annual Report and Accounts 2022
211
Notes to the Company Financial Statements
continued
45. Share-based payments
Options over shares of the Company have been granted to employees of the Company and Group under various schemes. The full
share-based payment disclosures can be found in note 24.
The total share-based payment charge to the income statement for the year was:
28 February
2022
£’000
28 February
2021
£’000
Equity-settled share-based transactions
1,5471,221
Cash-settled share-based transactions
507195
Total
2,0541,416
£1,180,000 (2021: £795,000) of this amount was recharged to subsidiaries of the Company.
46. Financial instruments and risk management
Full disclosures relating to the Group’s financial risk management strategies and other financial assets and liabilities are given in note 26 to
the consolidated financial statements.
Categories of financial instruments
Notes
28 February
2022
£’000
28 February
2021
£’000
Investments available for sale
Joint venture
45162
Total investments available for sale
3745162
Loans and receivables
Cash and cash equivalents
17,11438,329
Amounts owed by Group undertakings
4013,21714,560
Trade receivables
4038,75236,127
Accrued income
402,1582,926
Total loans and receivables
71,24191,942
Financial liabilities measured at amortised cost
Trade payables
416,0344,979
Sales return liability
415,1893,908
Accruals
21,90816,000
Other payables
3,9042,913
Amounts owed to Group undertakings
4170,07359,502
Lease liabilities
479,27810,168
Total financial liabilities measured at amortised cost
116,38697,470
Net financial instruments
(45,100)(5,366)
a) Market risk
i. Interest rate risk
Interest rate profile of financial assets:
28 February
2022
£’000
28 February
2021
£’000
Variable rate financial assets
17,11438,329
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Financial Statements
46. Financial instruments and risk management continued
Interest rate sensitivity analysis
The Company derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the market volatility
in the current climate and the previous 12 months. The analysis assumes all other variables remain constant.
28 February
2022
£’000
28 February
2021
£’000
Impact on profit and equity
1% increase in base rate of interest (2021: 1%)
225236
0.5% decrease in base rate of interest (2021: 0.5%)
(112)(118)
ii. Currency risk
The Company’s exposure to foreign currency risk was as follows based on notional amounts:
Loan and receivablesFinancial liabilities
28 February
2022
£’000
28 February
2021
£’000
28 February
2022
£’000
28 February
2021
£’000
GBP
68,50989,595115,64096,817
USD
1,4761,28971407
EURO
1,217690675246
AUD
39368––
Total
71,24191,942116,38697,470
Foreign currency sensitivity analysis
The Company derived the following sensitivities based on the outstanding foreign currency denominated financial assets and liabilities at
the year end.
The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between the current
and previous year end, and represents management’s assessment of the reasonably possible change in foreign exchange rates. A positive
number below indicates an increase in profit or loss and equity.
28 February
2022
£’000
28 February
2021
£’000
Impact on profit or loss
10% weakening in US dollar against pound sterling (2021: 10%)
(128)(80)
10% strengthening in US dollar against pound sterling (2021: 10%)
12898
10% weakening in euro against pound sterling (2021: 10%)
(50)(41)
10% strengthening in euro against pound sterling (2021: 10%)
5050
10% weakening in AUS dollar against pound sterling (2021: 10%)
(4)(33)
10% strengthening in AUS dollar against pound sterling (2021: 10%)
441
b) Credit risk
The Company has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final customers
are set by the distributors based on a combination of payment history and third-party credit references. Credit limits are reviewed on a
regular basis in conjunction with debt ageing and collection history. The distributors belong to established international groups whose
business includes a number of publishing interests and clients. The Company’s risk is limited as significant amounts outstanding through
the UK distributors are secured by credit insurance. The balances with the distributors make up 85% (2021: 87%) of the gross trade
receivable balance.
c) Liquidity risk
Currently, the Company has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. However, the Company’s
exposure to liquidity risk continues to remain high given the macro economic climate with COVID-19. The Board has modelled a severe but
plausible pessimistic downside scenario; see note 2c on going concern for further details. Under this scenario the Company is expected to
have sufficient liquidity for at least 12 months from the date of approval of the financial statements.
The Company has an unsecured revolving credit facility with Lloyds Bank Plc. At 28 February 2022, the Group had £nil draw down (2021: £nil)
of this facility with £10.0 million of undrawn borrowing facilities (2021: £8.0 million) available.
The facility comprises a committed revolving credit facility of £10 million, and an uncommitted incremental term loan facility of up to
£6 million. The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a minimum interest cover
covenant of 4x. The agreement is to October 2024.
Stock code: BMY
Annual Report and Accounts 2022
213
Notes to the Company Financial Statements
continued
47. Leases
The Company’s lease portfolio consists of office properties, vehicles and equipment.
The maturities of the Group’s lease liabilities are as follows:
28 February
2022
£’000
28 February
2021
£’000
Less than one year
1,2621,179
One to five years
4,9664,967
More than five years
4,0545,288
Total undiscounted lease liabilities
10,28211,434
Lease liabilities included in the Company Statement of Financial Position
9,27810,168
Current
1,2071,143
Non-current
8,0719,025
48. Commitments and contingent liabilities
a) Capital commitments
28 February
2022
£’000
28 February
2021
£’000
Property, plant and equipment
159–
Intangible assets
129118
Total
288118
b) Other commitments
The Company is committed to paying royalty advances in subsequent financial years. At 28 February 2022, this commitment amounted to
£15,826,000 (2021: £14,331,000).
c) Guarantees
The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing facilities; see
note 46c.
The Company has guaranteed the liabilities of certain of its UK subsidiaries, being those listed in note 30, to enable them to take the audit
exemption under section 479A of the Companies Act 2006.
49. Related parties
Trading transactions
During the year the Company entered into the following transactions and had the following balances with its subsidiaries:
28 February
2022
£’000
28 February
2021
£’000
Sale of goods to subsidiaries
15,05010,482
Management recharges
10,5648,135
Commission payable to subsidiaries
12
Finance income from subsidiaries
8196
Rights income from joint venture
315
Amounts owed by subsidiaries at year end
13,21714,560
Amounts owed to subsidiaries at year end
70,07359,502
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 (2021: £0.5 million).
Key management remuneration is disclosed in note 5.
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214
Bloomsbury Publishing Plc
Financial Statements
Additional
Information
Five Year Financial Summary 216
Company Information 217
Legal Notice 218
Notice of the
Annual General Meeting 219
Stock code: BMY
Annual Report and Accounts 2022
215
Five Year Financial Summary
2018
£’000
2019
£’000
2020
£’000
2021
£’000
2022
£’000
Revenue
161,510162,679162,772185,136230,110
Adjusted profit†
13,21714,37415,70419,15326,731
Adjusted diluted EPS‡
13.47p14.48p16.23p18.68p25.94p
Dividend per share^
7.51p7.96p1.28p18.64p10.74p
Return on Capital Employed
9.9%11.0%12.2%15.4%20.4%
Net assets
139,563143,738149,673168,249168,969
Net cash*
25,42827,58031,34554,46641,226
† Adjusted profit is profit before taxation, amortisation of acquired intangible assets and other highlighted items.
‡ Adjusted diluted EPS is calculated from adjusted profit with tax on adjusted profit deducted. For the year ended 28 February 2020 and
before adjusted diluted EPS has been restated for the bonus issue of shares in 2021.
^ The dividend per share for the year ended 28 February 2021 includes a special dividend of 9.78 pence per share.
* Net cash is cash and cash equivalents net of the bank overdraft.
www.bloomsbury.com
216
Bloomsbury Publishing Plc
Additional Information
Company Information
Chairman
Sir Richard Lambert – Non-Executive Chairman
Executive Directors
Nigel Newton – Founder and Chief Executive
Penny Scott-Bayfield – Group Finance Director
Independent Non-Executive Directors
Leslie-Ann Reed – Senior Independent Director
Steven Hall
Baroness Lola Young of Hornsey
John Bason
Company Secretary
Maya Abu-Deeb
Registered Office
50 Bedford Square
London
WC1B 3DP
+44 (0) 20 7631 5600
Registered number
01984336 (England and Wales)
Auditor
KPMG LLP
15 Canada Square
London
E14 5GL
Banker
Lloyds Bank
25 Gresham Street
London
EC2V 7HN
Stockbroker and Financial Adviser
Investec Investment Banking
30 Gresham Street
London
EC2V 7QP
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
Stock code: BMY
Annual Report and Accounts 2022
217
Legal Notice
Certain information in this document has not been audited or otherwise independently verified and no representation or warranty, express
or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or
opinions contained herein. None of the Company or any of its affiliates, advisors or representatives shall have any liability whatsoever (in
negligence or otherwise) for any loss whatsoever arising from any use of this document, or its contents, or otherwise arising in connection
with this document.
This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase any shares in
the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or
commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares of the Company.
Certain statements, statistics and projections in this document are or may be forward looking. By their nature, forward-looking statements
involve a number of risks, uncertainties or assumptions that may or may not occur and actual results or events may differ materially from
those expressed or implied by the forward-looking statements. Accordingly, no assurance can be given that any particular expectation will
be met and reliance should not be placed on any forward-looking statement. Accordingly, forward-looking statements contained in this
document regarding past trends or activities should not be taken as representation that such trends or activities will continue in the future.
You should not place undue reliance on forward-looking statements, which are based on the knowledge and information available only at
the date of this document’s preparation. For a description of certain factors that may affect Bloomsbury’s business, financial performance or
results of operations, please refer to the principal risks included in this Annual Report and Accounts; see pages 93 to 98.
The Company does not undertake any obligation to update or keep current the information contained in this document, including any
forward-looking statements, or to correct any inaccuracies, which may become apparent and any opinions expressed in it are subject to
change without notice.
References in this report to other reports or materials, such as a website address, have been provided to direct the reader to other sources
of Bloomsbury information which may be of interest. Neither the content of Bloomsbury’s website nor any website accessible by hyperlinks
from Bloomsbury’s website nor any additional materials contained or accessible thereon, are incorporated in, or form part of, this report.
www.bloomsbury.com
218
Bloomsbury Publishing Plc
Additional Information
Notice of the Annual General Meeting
To be held at the offices of
Bloomsbury Publishing Plc
13 Bedford Square
London
WC1B 3RA
On Wednesday 20 July 2022 at 12.00 noon
To Bloomsbury Shareholders
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt as to any aspect of the contents of this document or what action you should take, you are recommended to seek your
own financial advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent
financial adviser authorised under the Financial Services and Markets Act 2000.
If you sell or have sold or otherwise transferred all of your shares in Bloomsbury Publishing Plc, please send this document together with the
accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the
sale or transfer was effected for delivery to the purchaser or the transferee.
Stock code: BMY
Annual Report and Accounts 2022
219
Letter to Shareholders
15 June 2022
Dear Shareholder
Bloomsbury Publishing Plc - Annual General Meeting
I am pleased to inform you that this year’s Annual General Meeting (“AGM”) of Bloomsbury Publishing Plc (the “Company”) will be held at
13 Bedford Square, London WC1B 3RA on Wednesday 20 July 2022 at 12.00 noon.
Information regarding the AGM, including the information required by section 311A of the Companies Act 2006, is available from
www.bloomsbury-ir.co.uk.
AGM Arrangements
We are looking forward to welcoming Shareholders in person to our 2022 AGM, particularly given the constraints we have faced over the
last two years due to the COVID-19 pandemic. The Board continues to monitor the latest Government guidelines relating to COVID-19.
At the time of writing this letter, it is anticipated that there will be no restrictions on social contact or the meeting format at the time of
the AGM and therefore, Shareholders, proxies and corporate representatives will be able to attend and participate in the AGM. However,
Shareholders are encouraged to carefully consider whether it is appropriate to attend the AGM in person. The Board wishes to safeguard
the well-being of all the Company’s Directors, employees, Shareholders and other attendees and to minimise any public health risks from
public gatherings. Therefore, we request that any Shareholders who intend to attend the AGM take all necessary precautions to minimise
the risk of transmission of COVID-19. In particular, Shareholders and other attendees should not attend the AGM in person if they have
symptoms of, or have tested positive for, coronavirus. To this end, we encourage all prospective attendees to take a lateral flow test before
attending the AGM.
Please note that all attendees will be required to adhere to the health and safety measures detailed below under the heading “Health and Safety”.
The Government’s measures to help contain the spread of COVID-19 are of course subject to change and it may be necessary to change
the arrangements for the AGM at short notice should Government restrictions on public gatherings or other social distancing measures be
reintroduced. Any changes to the AGM arrangements will be communicated as early as possible via the Regulatory News Service and its