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Royal Exchange Theatre Company Limited
Contents
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Royal Exchange Theatre Company Limited
Reference and administrative details of the Company, its Trustees and advisers
for the year ended 31 March 2023
Patron: HRH The Duke of Edinburgh KG GCVO
Joint Artistic Directors: Bryony Shanahan Roy Alexander Weise Executive Director : Stephen Freeman
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Royal Exchange Theatre Company Limited
Theatrical Productions
for the year ended 31 March 2023
Professional theatrical productions on the main stage:
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Royal Exchange Theatre Company Limited
Trustees' report
for the year ended 31 March 2023
Overview
Recovery from the pandemic was a continuing theme throughout 2022-23. With a significantly smaller team than before, work on our organisation, its future plans, structure and capacity were vital. After taking time throughout the pandemic to understand our audiences better, we were able to shape an ambitious programme, renewing our commitment to showcasing the best live theatre for our audiences across our region and the development of innovative participatory work. Throughout the financial year there were six main stage productions including two World Premieres, and audiences began to make an enthusiastic return to the theatre – which saw us achieving 65% average capacity across the year.
∙Audiences of more than 27,400 delighted in our musical premiere BETTY! A SORT OF MUSICAL, marking a great return to our position of the alternative Christmas theatre offering.
∙There were over 8,000 attendances in our engagement and artist development programmes.
∙The Den in M8, a festival co-created with communities in Cheetham Hill and Crumpsall in North Manchester painted a new and positive picture of those communities.
∙The 2022 Bruntwood Prize for Playwriting considered 1,891 entries, with winning plays moving into production with partner theatres. Since its inception in 2005, the Prize has received over 15,000 plays and we have supported 27 productions of new work in 39 venues across the UK.
Objectives and Activities
Vision We change the way people see theatre, each other and the world around them. Mission We connect, and art is our vehicle. By experiencing theatre together or taking part, we provide transformative points of connection and exchange, reminding us of who we are and what we share with the people around us. Our role in bringing joy and entertainment to people is critical. Being an accessible world-class theatre and a thriving civic space is central to our vision. To achieve this, collaboration and partnership is paramount. We will shine a light on what is good in our society and will share stories that question what a better future looks like for all of us.
Charitable objects
Our vision and mission have been created to enable us to further our purposes, otherwise known as our charitable objects, as set out in our governing document, our articles of association:
∙To promote and advance the arts and culture including in particular (but not exclusively) by providing (or assisting in the provision of) theatrical productions of high quality and relevance to the communities served by the Charity; and
∙To promote and advance education in the arts and culture in particular (but not exclusively) by providing (or assisting in the provision of) programmes, projects, courses, sessions or other educational activities on the subject of drama and theatre; educational and training opportunities for aspiring artists and theatre-makers; and films, books, literature, exhibitions and other materials or media on the subject of theatre and drama.
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Royal Exchange Theatre Company Limited
Activities
We are the North West’s largest and only full-time, text-based producing theatre. We present work in our unique modular theatre-in-the-round as well as spaces across Greater Manchester, in our equally unique pop-up theatre, the Den. Our exemplary engagement work with the people of Greater Manchester stands side-by-side with the theatre we produce. In 2022 the quality of our work was recognised with award nominations in the UK Theatre Awards (Best Play Revival, THE MOUNTAINTOP, directed by Alexander Weise), and the Manchester Culture Awards (Best Business Partnership for the Writers Exchange Programme in partnership with Warner Bros. Discovery; Promotion of Health and Wellbeing for WE’LL BE IN TOUCH – a project delivered by members of the Royal Exchange Elders Company with Elders living with dementia). Achievements and performance During our extensive business planning process, which included wide consultation with staff, stakeholders and audiences, we identified six strategic aims which guide our business:
1.Exceptional theatre, in a space like no other.
2.We are a sustainable charity that navigates change, balancing ambition and financial responsibility.
3.We keep our audiences close and open doors for new people to join in.
4.We understand our local communities and our civic role, to ensure we have the greatest impact for the people and partners across Greater Manchester.
5.We are an organisation that people want to work for and with.
6.Our environmental responsibility and impact are a consideration in all our decision making.
AIM 1: EXCEPTIONAL THEATRE IN A SPACE LIKE NO OTHER Embracing the energy and power of award-winning, established and new-generation theatre artists, in 2022-23 the Royal Exchange presented theatre that journeyed through domestic settings to science fiction. We embraced a brand-new musical and celebrated modern contemporary playwriting. The programme was shaped to create opportunities for many different audiences across Greater Manchester to come and experience complex, thought-provoking stories and also to have fun. We were thrilled to bring brilliant teams of artists together to work on huge, time-honoured stories like Tennessee Williams’ THE GLASS MENAGERIE, to stage the international cult novel LET THE RIGHT ONE IN and to develop a truly original new musical inspired by Betty Boothroyd. This programme brought the old and the new together to make something fresh, reflective and relevant to our world today. Bruntwood Prize Judges’ Award winning play ELECTRIC ROSARY by Tim Foley was sharp, timely and funny asked what faith really means in the age of artificial intelligence and what it is to be human in tomorrow’s world. THE GLASS MENAGERIE is Tennessee Williams’ poetic and bruising portrayal of a family on the brink of change. Award-winning director Atri Banerjee returned to the Exchange to reimagine, with designer Rosanna Vize, Tennessee Williams’ semi-autobiographical memory play giving this intimate classic a new perspective. Jack Thorne’s adaptation of the John Ajvide Lindqvist cult novel LET THE RIGHT ONE IN found a new home on our unique stage. This unforgettable vampire story has gained cult status across the world; it is a sharp and reflective coming-of-age story that asks audiences to value the humanity in us all. Directed by Royal Exchange Joint Artistic Director Bryony Shanahan, we anticipated a younger audience for this on-stage horror story. What followed, in contrast, was BETTY! A SORT OF MUSICAL - a celebration of the human spirit, a joyful and uplifting reflection of bravery and strength. This was a return to our big Christmas musical but a brand-new commission which was new for us at Christmas.
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Royal Exchange Theatre Company Limited
Seen in Manchester for the first time following its hugely successful National Theatre and West End run, the contemporary comedy BEGINNING was a celebration of the unexpected.
Finally we closed 2023 with a Pulitzer Prize winning classic CAT ON A HOT TIN ROOF directed by our Co-Artistic Director & Joint CEO Roy Alexander Weise. Engagement Side-by-side with our main theatre programme, our extensive Engagement programme continued to impact on Greater Manchester schools, young people, artists and communities. From 1 April 2022 to 31 March 2023 we delivered 964 workshops working with 7,928 people, providing 12,421 participations. As part of a year long programme of skills development, our Young Company presented ASTRONAUGHTS in the Royal Exchange Theatre Studio and at East Manchester Academy in Beswick. Performed by 14 of the Young Company Performers, assistant directed and designed by members of the Makers group and engaging Young Company alumni as part of the professional creative team, the production was seen by over 400 people including beneficiaries from Manchester Deaf Centre and Mustard Tree (a homelessness charity). Our Elders Company presented DOMINOES AND DAHLIAS (+OWARE!) in the Royal Exchange Theatre Studio and in the Den before being revived for a performance at Castlefield Viaduct (in partnership with the National Trust) in the current year. AIM 2: WE ARE A SUSTAINABLE CHARITY THAT NAVIGATES CHANGE, BALANCING AMBITION AND FINANCIAL RESPONSIBILITY Financial Review New three-year grant agreements for 2023 to 2026 were confirmed with Arts Council England and Greater Manchester Combined Authority within the year. This revenue grant funding continues to be critical to support the risks within our programming and our wider charitable aims. Creative Industries tax credits/relief are also increasingly critical to our financial sustainability. Income during the year amounted to £6m. £1.7m was received from operation of the theatre, which was significantly higher than the £0.5m generated in 2021/22 when the theatre was still impacted by closure due to the pandemic. This continues to be below pre-pandemic levels, though we saw encouraging signs of audience return during the autumn/winter season. Secondary income from events, hires, fundraising and trading continued to grow totalling £0.7m in 2022/23 (2021/22: £0.3m) Expenditure during the year amounted to £6.8m with £6.2m being spent on charitable activities. The balance of £0.6m was expenditure from commercial, trading and RET Trustees activities. During 2021/22 we continued to benefit from the culture recovery funding from the Arts Council and, as a result, made an unrestricted surplus of £1.63m in 2021/22. With the withdrawal of that funding, the unrestricted surplus in 2022/23 reduced to a more normal level of £0.3m. Net current assets were £3.75m as at 31 March 2023 (2022: £3.43m) and total net assets were £5.86m as at 31 March 2023 (2022: £6.68m). Unrestricted reserves were £3.76m at 31 March 2023 (2022: £3.42m).
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Royal Exchange Theatre Company Limited
AIM 3: WE KEEP OUR AUDIENCES CLOSE AND OPEN DOORS FOR NEW PEOPLE TO JOIN IN
In 2022/23 the Royal Exchange Theatre's 33 productions, events and festivals (2022: 24) generated attendances of over 80,000 (2022: 35,000). We continue to make our work accessible with captioned, BSL interpreted, audio described and relaxed performances available for each production, providing 26 performances across the year. In setting the level of ticket prices and concessions, we give particular consideration to accessibility to our theatre for those on low incomes and with specific needs: a targeted scheme for young people under 30 provides access to discounted tickets; our Arts Pot fund subsidises workshops fees, access provision and travel for those most in need of financial assistance to see our work or participate in our programmes; “pay what you can” tickets were offered on every performance; and we continue to offer a limited number of £10 tickets for the best seats in the house to every performance in the theatre, made available on a first come, first served basis. We continued creating connections and partnerships with specific groups and communities to support our aim to ensure our audience is representative of Greater Manchester, providing 790 free tickets to schools and community groups. We were also pleased that LET THE RIGHT ONE IN enabled us to reach both a younger audience and a high proportion of first time Royal Exchange attenders (over 50%). Towards the end of 2022, and after several months of research and development we commenced our new Audience Strategy – laying out a plan of how we will re-engage and build a loyal and connected audience and also diversify our audiences over the next five years. AIM 4: WE UNDERSTAND OUR LOCAL COMMUNITIES AND OUR CIVIC ROLE, TO ENSURE WE HAVE THE GREATEST IMPACT FOR THE PEOPLE AND PARTNERS ACROSS GREATER MANCHESTER Our Local Exchange programme, funded by the Oglesby Charitable Trust and the Esmée Fairbairn Foundation, underpins our work with Greater Manchester communities. It is an ambitious, long-term programme that sees the theatre take up residency in communities across Greater Manchester. In each location it builds upon existing partnerships, develops new connections and brings together people, places and artists to cement long-lasting relationships with the communities on our doorstep. Each year we begin a new residency, developing close relationships with local partners such as housing associations, libraries, foodbanks and arts organisations to find out what’s happening on the ground in each area. Alongside these initial partnerships, we also recruit a group of local ambassadors, people who are passionate about the place they live in and excited by everything that arts and culture have to offer. Together with professional artists and the team at the Royal Exchange, we develop projects, workshops, performances and events that are tailor-made for each individual community. In 2022/23 Local Exchange was resident in the following communities: Rochdale: We started a new residency in Rochdale, consulting with groups and finding partners such as Deeplish Community Centre, Awakening Minds (specialist Punjabi mental health service) and Soul Sisters (empowering those with lived experience of domestic abuse). We recruited a team of Community Ambassadors who will co-create The Den Festival for the area in 2024. Beswick, Openshaw and Clayton: Preparations took place for The Den Festival in August 2023. Chatty craft cafes in ASDA and in Beswick Library on the Grey Mare Lane Estate encouraged conversations with residents and generated interest in the Ambassadors programme. Led by artist Samantha Edwards, the sessions have been a creative way to spark conversations about the area. We also delivered a range of workshops and courses for almost 200 children and young people in Beswick in the lead up to the delivery of a Satellite Young Company.
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Royal Exchange Theatre Company Limited
Cheetham Hill and Crumpsall: The Den in M8 took place at the Ukrainian Cultural Centre. The festival was made up of performances from local community members as well as professional artists and a community performance of Cold Chips and Pick N Mix - written in collaboration with local residents, featuring a cast of professional and non-professional performers. A Visitor Experience Assistant (VEA) training programme in partnership with the Manchester Adult Education Service enabled local people who are currently unemployed to develop customer service skills and increase their confidence and team working. A design/costume making course was developed in partnership with the Manchester Jewish Museum and Cheetham Hill residents worked with our wardrobe department to create set design for Cold Chips and Pick N Mix. Over 1,200 people engaged over the course of the festival.
Leigh, Atherton and Tyldesley: The area Ambassadors commissioned Joe Gilmour to develop BEST PLACE EVER – a play developed through workshops with non-professional groups across Leigh, which was performed by local people in Leigh Spinners Mill in July 2022. Alongside this extensive programme of work in communities, we also opened The Lounge, a public living room in our Great Hall. This warm and welcoming space is for community groups and families to take some time out from the hustle and bustle of the city, there are books to read and games to play. AIM 5: WE ARE AN ORGANISATION THAT PEOPLE WANT TO WORK FOR AND WITH Our existing and future workforce are the most important asset to our business. With the return to full-time programming in the main theatre, alongside our extensive engagement programme, we increased staffing capacity in this period to 51 FTE (2021/22: 38). To support this growth in the team and ensure we have a healthy and vibrant workplace and the skills and expertise to drive the organisation forward, we have introduced new initiatives including becoming a Real Living Wage Employer, a Manchester Good Employment Charter Supporter and providing enhanced training for staff and VEAs throughout the year. We have continued to work closely with many partner organisations to offer routes into the industry including our Associate Company – The Regional Theatre Young Director Scheme, The JMK Trust, and Birkbeck. Alongside placements and projects with these partners, we offered other opportunities for early careers artists including the Hodgkiss Collective - an opportunity for a Director / Designer / Lighting or Sound Designer (3 artists in total) to be resident at the Exchange during the making of LET THE RIGHT ONE IN; and Writers Exchange in partnership with Warner Bros. Discovery. Writers Exchange was designed to support writers in Greater Manchester whose voices are currently under-represented in both industries, and who have experienced barriers to forging sustainable careers. Participants received a unique package of workshops and bespoke development opportunities created with the support of expert professional mentors. AIM 6: OUR ENVIRONMENTAL RESPONSIBILITY AND IMPACT ARE A CONSIDERATION IN ALL OUR DECISION MAKING Initiatives undertaken this year include:
∙Commencing a heating, ventilation and air conditioning optimisation project looking at our consumption data to give an all-round view of the current position and abilities.
∙Furthering our energy efficiency through effective programming of lighting and use of our building management system.
∙Replacing old units and equipment with more energy efficient units.
∙Introducing the Theatre Green Book.
∙Promoting public transport to the venue for audiences with public transport listed first.
∙Signed up to Act Green to build our understanding of audience attitudes towards the climate crisis and the role of venues/organisations and their audiences in tackling it.
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Royal Exchange Theatre Company Limited
Plans for future periods
In April 2023 it was announced that, having led the organisation since November 2019, Co-Artistic Directors & Joint CEOs Bryony Shanahan and Roy Alexander Weise would step down from their roles in September 2023. From October 2023, the current Executive Director and Joint CEO will assume the role of sole Chief Executive, and he will continue to forefront our necessary and exciting ambitions to reengage and rebuild audiences and develop deeper relationships with communities in Greater Manchester. The structure for the delivery of our artistic programmes will see us bring a range of creative minds to the Royal Exchange, led by a new Creative Director. Recruitment will commence in Autumn 2023, with the new team in place by Spring 2024.
As part of our ongoing plans for Board succession, in June 2023 trustees appointed a new Chair and Deputy Chair. Recruitment for additional trustees to expand the skills and experience of the board will take place in Autumn 2023.
Negotiations to renew our lease within Manchester’s Royal Exchange building have been ongoing for some time and we expect to sign a new lease later in the calendar year.
Structure, governance and management
Structure The Royal Exchange Theatre Company Limited is a charitable company limited by guarantee governed by its articles of association. The charitable company has a number of subsidiary undertakings and branches, full details of which are given in the notes to the financial statements. One of these subsidiary undertakings, Royal Exchange Theatre Trading Limited, houses various commercial trading activities including catering services, commercial sponsorship, room hire and costume hire. Profits from these activities are gift-aided annually to the parent charity. Governance The governing body of the Royal Exchange Theatre Company Limited is its board of trustees whose members are non-executive and unpaid. The trustees of the charitable company are also directors for the purposes of the Companies Act and are also the only members of the company. Each member undertakes to contribute £1 to the assets of the company in the event of a winding-up. The trustees who served during the year ended 31 March 2023 were as follows: Armoghan Mohammed (Chair) (appointed 17 April 2023) Ben Caldwell (Chair) (resigned 15 June 2023) Ellen Hanlon Nicole May Sally Penni (resigned 15 June 2023) Jennifer Raffle (resigned 20 October 2022) Aziz Rashid (resigned 15 June 2023) Davina Shah (resigned 14 April 2022) Geoffrey Shindler (resigned 20 October 2022) Martyn Torevell (resigned 15 June 2023) Kate Vokes (appointed 14 April 2022) Joanne Taylor Robert Venable-Greaves Rachel Armstrong (appointed 16 August 2022) Trustees are recruited and appointed when required to maintain or enhance the expertise of the board. They are appointed for an initial term of three years which may be extended for a further three years. This ensures that the composition of the board is regularly refreshed. Opportunities for trusteeship are advertised publicly and all new trustees are given appropriate induction into the organisation.
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Royal Exchange Theatre Company Limited
Management
The board retains full and effective control of the company with approval for all major strategic decisions and has ultimate responsibility for the conduct of the company and its financial stability. Day to day management of the company is delegated to the Executive. The Executive is a partnership between the joint artistic directors and the executive director. “Director” is a traditional title for these senior posts within our sector, but these individuals are not directors under the Companies Act, nor are any other members of the senior management team whose title includes the term “Director”. The board is responsible for appointing members of the Executive and determining their contracts of employment. The board monitors the performance and pay of the Executive. Pay is determined by reference to benchmarks within the theatre sector. Public benefit As demonstrated by the Vision, Mission and strategic aims, the public and public benefit sits at the heart of all our activity. The trustees have considered the Charity Commission’s guidance on public benefit in developing the organisation’s strategic aims, planning its activities and pricing policy. Our activity is also informed by the aims of our principal public funders Arts Council England (ACE) and the Greater Manchester Combined Authority (GMCA). Arts Council’s “Let’s Create” strategy has informed our own strategy and business planning as have the GMCA’s Greater Manchester Strategic priorities. Our programme is planned to engage a broad audience and deliver targeted audience development activities around productions to help us build an audience that is reflective of Greater Manchester. The Engagement programme provides extensive learning and participation opportunities each year, both at the theatre and in communities across Great Manchester. There is free public access most days to our historic building, the Great Hall, Manchester’s former cotton exchange, in which the theatre module, public living room and our café is situated. Volunteers A team of over 90 volunteers supports the theatre in various roles including marketing, fundraising and front of house. In 2022/23 they provided over 760 volunteering hours. Fundraising activity Royal Exchange Theatre is a registered charity and is registered with and complies with current regulations and best practice set out by the Fundraising Regulator. Our main fundraising income comes from institutional funders including Arts Council England and Greater Manchester Combined Authority. Additional fundraising comes through the generous support of individuals, charitable trusts and foundations and businesses. Fundraised income supports all aspects of our programme including our creative learning and engagement programme, our talent development strands of work, new writing as well as contributing towards core costs. Responsibility for fundraising is delegated by RET’s trustees to the Executive team who manage the operational delivery of activity. During the first half of 2022/23 we had a sole fundraiser, who worked alongside colleagues to carry out our fundraising. We engaged a freelance fundraiser to carry out an internal audit and make recommendations about next steps in terms of developing the fundraising strategy, this did not include any public facing fundraising. When we do engage with external fundraisers, we require them to comply with the Code of Fundraising Practice and ensure that the correct safeguards are in place to protect donors and members of the public as well as the reputation of the charity.
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Royal Exchange Theatre Company Limited
We have a detailed fundraising plan, with targets benchmarked against Arts Council England research into performance within the sector, and we monitor progress against these targets on a regular basis. Fundraising activity and performance against target are reported quarterly to the Board by the Development Director (Deputy Executive Director).
The Development team works closely with the Marketing team to ensure that all communications with those registered on our database (be they active supporters or not) are compliant with the requirements of the UK General Data Protection Regulation (2018). Specific Direct Mail fundraising communications (such as the Members’ Newsletter) are distributed on an “opt in” basis with the way to opt out prominently positioned. Our Privacy Policy which outlines how personal information will be used is available on the website and in all e-mail communications. We ensure there are no intrusions on a person’s privacy, no unreasonable persistence and no undue pressure on any persons to give money or other property. Our contact details are clearly listed on our website should any person wish to raise complaints or concerns about our fundraising activity. Should a complaint be raised, it will be responded to within 14 days by the Development Director/Deputy Executive Director. Any serious complaint would be escalated to the Leadership Team and Trustees so they can consider lessons learnt. Principal risks and uncertainties A risk register setting out risks and steps taken to mitigate those risks is maintained. The risk register is reviewed quarterly at board meetings. The following is a summary of the key risks and steps taken to avoid or mitigate them:
Reserves Policy
Our reserves policy is designed to provide available financial reserves for the following reasons: • To absorb potential box office shortfalls • To cover significant unbudgeted costs • To ensure we have sufficient resources for any non-planned capital replacement We have quantified the sums needed for each reason whilst recognising that these are unlikely to occur simultaneously. Overall we believe that a figure of £800k of free reserves (unrestricted funds not invested in fixed assets or irrevocably committed for other purposes) is reasonable. This is equivalent to approximately two months’ fixed costs in normal trading conditions.
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Royal Exchange Theatre Company Limited
As at 31 March 2023, our free reserves were £3.8m (£1.9m designated and £1.9m general), substantially in excess of our target figure of £800k. Our free reserves were boosted by receipt of the government’s Cultural Recovery Fund, not all of which was spent by the year ended 31 March 2023. We anticipate needing to use reserves on various items of capital expenditure not replaced during the year ended 31 March 2023, and also as a cushion against potential box office shortfalls in the coming year when rebuilding audiences will be a priority. The reserves policy is also due to be reviewed and updated.
Going concern We have set out above a review of our reserves position. We currently have adequate financial resources for ongoing operations and our planning process, which includes financial projections, has taken into account the current economic climate and likely levels of funding support. In addition we have also performed a reserve stress test. In deciding to prepare the financial statements on a going concern basis, the trustees have considered all available information about the future for a period of at least 12 months from the date of approval. The information includes financial forecasts which are underpinned by a level of guaranteed funding from key stakeholders Arts Council England and, to a lesser extent, the Greater Manchester Combined Authority. These forecasts take into account the current economic climate and likely levels of funding support. The Royal Exchange Theatre places significant reliance on Arts Council England grant funding in order to balance income and expenditure on an annual basis, and NPO funding from the Arts Council is now confirmed through to March 2026. Other funding sources are assumed in the forecasts that are not yet guaranteed but the trustees believe that there is a realistic prospect of securing them. Based on these forecasts, the trustees believe that the theatre can continue in operational existence for at least the next 12 months.
Approved by order of the members of the board of Trustees and signed on their behalf by:
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Royal Exchange Theatre Company Limited
Statement of Trustees' responsibilities
for the year ended 31 March 2023
Disclosure of information to auditors Each of the persons who are trustees at the date of approval of this report confirms that: (a) so far as the trustee is aware, there is no relevant audit information of which the company’s auditors are unaware; and (b) he/she has taken all the steps that he/she ought to have taken as a trustee to make himself/herself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.
Approved by order of the members of the board of Trustees and signed on its behalf by:
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Royal Exchange Theatre Company Limited
Independent auditors' report to the Members of Royal Exchange Theatre Company Limited
We have audited the financial statements of Royal Exchange Theatre Company Limited (the 'parent charitable company') and its subsidiaries (the 'group') for the year ended
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the Trustees' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent charitable company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant sections of this report.
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Royal Exchange Theatre Company Limited
Independent auditors' report to the Members of Royal Exchange Theatre Company Limited (continued)
The other information comprises the information included in the annual report other than the financial statements and our auditors' report thereon. The Trustees are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Trustees' report for the financial year for which the financial statements are prepared is consistent with the financial statements.
∙the Trustees' report has been prepared in accordance with applicable legal requirements.
In the light of our knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified material misstatements in the Trustees' report.
We have nothing to report in respect of the following matters in relation to which Companies Act 2006 requires us to report to you if, in our opinion:
∙the parent charitable company has not kept adequate and sufficient accounting records, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent charitable company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of Trustees' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
As explained more fully in the trustees' responsibilities statement, the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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Royal Exchange Theatre Company Limited
Independent auditors' report to the Members of Royal Exchange Theatre Company Limited (continued)
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 an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following:
∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets.
∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud.
∙Supporting documentation relating to the Company's policies and procedures for:
- Identifying, evaluating, and complying with laws and regulations - Detecting and responding to the risks of fraud
∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.
∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.
∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, Charities SORP, Charities Act 2011, Charities Commission, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption.
Audit response to risks identified Our procedures to respond to the risks identified included the following:
∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements.
∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud.
∙Evaluation and testing of the operating effectiveness of management’s controls designed to prevent and detect irregularities.
∙Enquiring of management about any actual and potential litigation and claims.
∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud.
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Royal Exchange Theatre Company Limited
Independent auditors' report to the Members of Royal Exchange Theatre Company Limited (continued)
We have also considered the risk of fraud through management override of controls by:
∙Testing the appropriateness of journal entries and other adjustments. We have used data analytics software to identify
accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error.
∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors' report.
This report is made solely to the charitable 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 charitable company's members those matters we are required to state to them in an auditors' 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 charitable company and its members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditors
Lancashire Gate
21 Tiviot Dale
Stockport
SK1 1TD
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Royal Exchange Theatre Company Limited
Consolidated Statement of financial activities (incorporating income and expenditure account)
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Registered number: 00927203
Consolidated balance sheet
as at 31 March 2023
The Trustees acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and preparation of financial statements.
The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:
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Royal Exchange Theatre Company Limited
Registered number: 00927203
Company balance sheet
as at 31 March 2023
The financial statements were approved and authorised for issue by the Trustees and signed on their behalf by:
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Royal Exchange Theatre Company Limited
Consolidated statement of cash flows
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Royal Exchange Theatre Company Limited is a company limited by guarantee, registered number 00927203. It is incorporated in England, and the registered address is St Ann's Square, Manchester, M2 7DH.
2.Accounting policies
The financial statements have been prepared under the historical cost convention, in accordance with applicable accounting standards in the United Kingdom and on a going concern basis, which follows the recommendations in Charities SORP (FRS102) and in accordance with FRS102. The basis of preparation of these financial statements has taken due account of the Companies Act 2006 and Charities Act 2011.
The principal accounting policies of the group have remained unchanged from the previous year. The key accounting policies are set out below.
In deciding to prepare the financial statements on a going concern basis, the trustees have considered all available information about the future for a period of at least 12 months from the date of approval. The information includes financial forecasts which are underpinned by a level of guaranteed funding from key stakeholders Arts Council England and, to a lesser extent, the Greater Manchester Combined Authority. These forecasts take into account the current economic climate and likely levels of funding support. The Royal Exchange Theatre places significant reliance on Arts Council England grant funding in order to balance income and expenditure on an annual basis, and NPO funding from the Arts Council is now confirmed through to March 2026. Other funding sources are assumed in the forecasts that are not yet guaranteed but the trustees believe that there is a realistic prospect of securing them. Based on these forecasts, the trustees believe that the theatre can continue in operational existence for at least the next 12 months.
The financial statements of the charitable company incorporate those of all funds and branches as required by the Charities SORP on a line by line basis. Therefore this shows the financial affairs of the Royal Exchange Theatre Company Limited, together with its branches Royal Exchange Theatre Appeal Fund, and Royal Exchange Theatre Trustees Limited.
The group financial statements consolidate those of the charitable company and of its subsidiary undertakings drawn up to 31 March 2023 on a line by line basis. These subsidiaries are Royal Exchange Theatre Trading Limited and Exchange Productions Limited. All intra-group balances and transactions are eliminated on consolidation. Accounting policies are consistent throughout the group. The company has taken advantage of the exemption contained within section 408 of the Companies Act 2006 not to present its own Income and Expenditure account. The Charity has taken advantage of the paragraph 1.11 Section 1, Cash flows, of FRS 102 and as such has not shown an individual charity cash flow statement within these financial statements on the basis that it is a qualifying entity and the Consolidated Statement of Cash Flows included within these financial statements includes the Charity’s own cash flows.
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
2.Accounting policies (continued)
The members of the charity are the trustees named on page 1. In the event of the charity being wound up, the liability in respect of the guarantee is limited to £1 per member of the charity.
Revenue grants are credited as incoming resources when they are receivable provided the conditions for receipt have been complied with, unless they relate to a specified future period, in which case they are deferred.
Grants for the purchase of fixed assets are credited to restricted incoming resources when receivable. Depreciation of the fixed assets purchased with such grants is charged against the restricted fund. Grants and related income subject to pre-conditions for use have been deferred to be released to the statement of financial activities as the pre-conditions are satisfied. Grants of a revenue nature are recognised in the Consolidated statement of financial activities in the same period as the related expenditure.
All monetary donations and gifts are included in full in the statement of financial activities when receivable, provided that there are no donor-imposed restrictions as to the timing of the related expenditure, in which case recognition is deferred until the pre-condition has been met.
Investments donated to the company during the year are included in income at the mid-market value at the date of the donation. Subsequent unrealised and realised gains or losses on the value of the investments are shown separately in the Statement of Financial Activities. Donations made under Gift Aid together with the associated income tax recoveries are credited as income when the donations are received. Donated services and facilities are included at the value to the charity where this can be quantified. No amounts are included in the financial statements for time donated by volunteers.
Income from charitable activities comprises ticket sales for performances at the Royal Exchange, co-production income in respect of Royal Exchange productions, income for Royal Exchange tours, plus ancillary and non primary purpose income and income from other artistic activities including Creative Learning and Engagement activities. Income relating to productions is deferred until the relevant performances have taken place.
Income from trading activities comprises income from catering, sponsorship and corporate membership plus income from other ancillary or non-primary purpose trading activities (programme sales, theatre shop, costume hire and room hires). Membership and sponsorship income is recognised on a receivable basis.
Investment income comprises interest receivable on cash balances held in interest-bearing accounts and is recognised on an accruals basis.
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
2.Accounting policies (continued)
Theatre tax relief represents income due from HMRC in respect of Theatre Tax Relief relating to productions that took place during the year. This income is recognised on a receivable basis.
Cost of raising funds from commercial and trading operations and donations/legacies comprises costs relating to income generated from catering, sponsorship and corporate membership.
Cost of performances comprises the costs of all Royal Exchange productions and those of visiting companies presented in the Main House, the Studio and on tour.
Costs incurred in relation to scenery materials, costumes and props and production costs for future productions are prepaid and released to the Statement of Financial Activities in the year in which the first night of the related production takes place.
Expenditure on other charitable activities consists of costs relating to other artistic activities including Creative Learning and Engagement activities, new writing, and customer services. Expenditure on ancillary and non-primary purpose trading activities is included here.
All expenditure is accounted for on an accruals basis. Provision has been made, where appropriate, for relevant expenses where a present obligation exists at the balance sheet date in accordance with the requirements of FRS 102.
Depreciation is charged so as to allocate the cost of tangible fixed assets less their residual value over their estimated useful lives.
Depreciation is provided on the following bases:
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
2.Accounting policies (continued)
Mixed motive investments are measured at their fair value, or if fair value cannot be reliably measured, at cost less impairment.
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
2.Accounting policies (continued)
The Royal Exchange Theatre Company Limited operates two defined contribution schemes. The assets of the schemes are held in separately administered funds. The pension costs charged to the Statement of Financial Activities represent the amount of contributions payable to the schemes by the charitable company in respect of the accounting period. The liability and expenses for defined contribution plans are allocated to unrestricted funds and restricted funds on the same basis as other employee-related costs.
The Company is considered to pass the tests set out in Paragraph 1 Schedule 6 of the Finance Act 2010 and
therefore it meets the definition of a charitable company for UK corporation tax purposes. Accordingly, the Company is potentially exempt from taxation in respect of income or capital gains received within categories covered by Chapter 3 Part 11 of the Corporation Tax Act 2010 or Section 256 of the Taxation of Chargeable Gains Act 1992, to the extent that such income or gains are applied exclusively to charitable purposes. The Charity is entitled to certain tax exemptions on income and profits from investments, and surpluses on any trading activities carried on in furtherance of the charity's primary objectives, if these profits and surpluses are applied solely for charitable purposes.
Income is stated net of VAT where applicable. Expenditure is stated net of any recoverable VAT. Any irrecoverable VAT is recognised as a cost against the activity for which the expenditure was incurred.
Rents payable under operating leases are charged to the Statement of Financial Activities on a straight line basis over the lease term.
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Preparation of the financial statements requires management to make significant judgements and estimates that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the charity at 31 March 2023 are discussed below.
Critical accounting estimates and assumptions: Recoverable value of trade debtors The recoverability of trade debtors is regularly reviewed in the light of the available economic information specific to each debtor and specific provisions are recognised for balances considered to be at risk or irrecoverable. At the year end, the value of trade debtors totalled £189,000 (2022: £174,000). Property, plant and equipment Management exercises judgement in estimating the useful life of property, plant and equipment. At the year end, the net book value of property, plant and equipment is £2,113,000 (2022: £3,252,000). The depreciation rates are shown in note 2.14 above. Accruals and deferred income Accruals and deferred income are entered into the financial statements based on management expectations. The group recognised accruals and deferred income at 31 March 2023 of £1,178,000 (2022: £1,373,000)
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 31
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
A summary of the results of the company's trading subsidiaries is as follows:
Royal Exchange Theatre Trading Limited
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Exchange Productions Limited
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
15.Staff costs (continued)
The company has taken advantage of Section 408 of the Companies Act 2006 and not included its own income and expenditure account in these financial statements. The net outgoing resources for the company (including its branches) for the year was £742,000 (2022: net incoming resources of £373,000).
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Mixed motive investments:
The following were subsidiary undertakings of the Company:
The financial results of the subsidiaries for the year are disclosed in note 14.
One share of Exchange Productions Limited is held by a nominee on behalf of the Royal Exchange Theatre Company Limited.
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 39
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 40
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 41
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 42
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 43
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 44
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
Page 45
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
The group operates two defined contribution pension schemes for the benefit of its employees. The assets of the schemes are held in independently administered funds. The contributions paid by the group during the year were £47,000 (2022: £53,000). At 31 March 2023, £26,000 (2022: £13,000) was owed to the schemes.
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Royal Exchange Theatre Company Limited
Notes to the financial statements
for the year ended 31 March 2023
The branches as defined by the Statement of Recommended Practice: Accounting by Charities, incorporated into the company financial statements are as follows:
Net incoming/(outgoing) Capital reserves and resources income funds
The group has purchased qualifying third party indemnity insurance for the trustees and officers of the group against liability arising for wrongful acts in relation to the group.
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