**ANNUAL REPORT & FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2023** Company No. 03290459 Charity No. 1059662 ## **TRUSTEES** Harry Wardill (Chair) (appointed 13 April 2022) Stephen Musgrave (resigned 6 September 2023 Alison Beardsley Manuela Bellè Amelia Bright Amanda Brooke Brian Harris (resigned 5 April 2023) Ros Kerslake (appointed 13 April 2022) Simon Lakin James Pullé (resigned 29 January 2023) The Trustees are the directors of the company for the purposes of the Companies Act 2006. ## **FOUNDING PATRON** HM King Charles III ## **CHIEF EXECUTIVE** Dr Alasdair Brooks ## **COMPANY SECRETARY** Dave Poulsom ## **REGISTERED OFFICE** Middleport Pottery Port Street, Stoke-on-Trent, ST6 3PE ## **INDEPENDENT AUDITOR** Crowe UK LLP Black Country House, Rounds Green Road, Oldbury, West Midlands, B69 2DG ## **BANKERS** NatWest Bank Cavell House,, 2a Charing Cross Road, London. WC2H 0NN ## **WEBSITE** www.re-form.org ## |CHAIR’S INTRODUCTION|2|| |---|---|---| |ABOUT THE CHARITY|3|| |Our Mission Statement||| |Our Sites||| |TRUSTEES’ REPORT|4|| |Introducton||| |New Strategic Plan Objectves:||| |Charity Goals||| |New Strategic Plan Objectves:||| |Site Goals||| |GOVERNANCE|8|| |Approach to Fundraising||| |Public Beneft||| |Sustainability Policy||| |||16| |FINANCE|10|| |AUDITOR’S REPORT|13|| |FINANCIAL STATEMENTS|17|| |NOTES TO THE ACCOUNTS|21|| **1.** ## **CHAIR’S INTRODUCTION** **Stephen Musgrave** **Harry Wardill Chair of Trustees** Re-Form Heritage is no different to the whole country in craving economic and political certainty and stability. My Chairman’s reports of the last few years have proven to have been a touch repetitive as I have had to continually refer to uncertainty and instability. Recent years have, in many ways, proved challenging for individuals and for businesses, and charities, such as Re-Form Heritage, are not excluded from these challenges. With inflation on a downward path and greater political certainty in the UK in 2024 we can only hope for more stable times to come. Only through the hard work and dedication of our management team and staff, led by Alasdair Brooks, and with the support of our Trustees does Re-Form Heritage continue to meet and overcome the challenges that we face. People are the key to success, and we continually strive to recruit the best in what is a competitive workplace for talent. The same applies to Trustees and we welcomed Ros Kerslake and Harry Wardill in that role in 2022. Ros was CEO of the Prince’s Regeneration Trust (PRT) at the time of the Middleport restoration, and more recently was CEO of The Heritage Lottery Fund, and therefore brings with her a wealth of heritage and fundraising experience. Harry also had a hands-on role as the Project Manager for the restoration of Middleport completed in 2012 by PRT. He is CEO of Turquoise Mountain which seeks to revive traditional crafts across the world to provide jobs, skills and a renewed sense of pride to the communities with which they work – all attributes that supporters of Re-Form Heritage will recognise. We said good-bye as a Trustee to Brian Harris who for many years has provided us with a wealth of experience and contacts in the world of construction and project management. He epitomises the professionalism and diversity of talents that our trustees bring to the charity. Change brings opportunity and we continue to seek new trustees from Stoke and the region and particularly in the fields of HR and law. This year I must make particular mention of the National Heritage Lottery Fund (NHLF) whose support for us from the outset has proven to be unwavering. We must earn their trust and prove our ability to meet their challenging targets but, with that trust, comes a business partnership that is of huge benefit to us and extends beyond financial support, however important that is. Without the support of NHLF, the Architectural Heritage Fund and our Patrons our ability to deliver our goals and to continue to transform the challenged communities within which we work would be much diminished. In many ways I am sad to say that this is my last report as Chairman. For a good number of years, I have had the huge honour and privilege to serve Re-Form Heritage and its predecessors, the United Kingdom Historic Building Preservation Trust and PRT. I have worked with many talented and dedicated people and together to make a difference to the lives of the wonderful communities we serve. There is much that I will miss but in Harry Wardill I am confident that we have found the ideal Chairman to take Re-Form Heritage onto the next and exciting phase of its progression. **Stephen Musgrave Harry Wardill** **2.** ## **ABOUT THE CHARITY** **Re-Form Heritage (the Charity) specialises in revitalising communities through the regeneration of their historic buildings. We restore heritage buildings at risk of decay and demolition where the resurgence of an existing use, or the creation of a new life and purpose, will have a beneficial effect on the local community.** **Re-Form Heritage supports community development through the regeneration of heritage sites of significant importance, identifying and delivering a unique business model for each site, which delivers a long-term benefit to surrounding communities. The Charity was originally part of the Prince’s Regeneration Trust and became an independent charity in 2016.** ## **OUR MISSION STATEMENT** Our vision is to be the UK's leading specialist organisation for the restoration and rejuvenation of industrial and commercial heritage buildings at risk, and, through a sustainable business case, and operational delivery, breathe new life into these assets and help drive the regeneration of the local community. ## **OUR SITES** Middleport Pottery, located on the Trent and Mersey Canal, is one of the most significant ceramics heritage sites in Europe, and is the last continuously operating Victorian pottery in Stoke-on-Trent, the traditional home of the English ceramics industry. The factory was built by the Burgess and Leigh company (Burleigh) in 1888, and remains home to Burleigh and their iconic pottery range. Supported by public and private funding, the Charity acquired the Grade II* listed Middleport Pottery in 2011 and undertook sensitive remodelling and renovation. The site opened to the public in 2014 as a heritage visitor attraction and creative business centre and has won numerous awards including a Europa Nostra Award for Conservation. As a result of the regeneration of the pottery, 50 jobs were saved; a further 70 jobs have been created and Burleigh production continues using traditional hand manufacturing skills. The pottery also includes a heritage visitor centre, creative studio space, a ceramics college, and a canal-side café. The site is supported by a team of volunteers who lead tours and support visitors to understand and enjoy the history of Middleport Pottery, as well as supporting collections research and the delivery of learning visits and events. Harper Street is a terrace of eleven former pottery workers’ houses opposite Middleport Pottery; the restoration of these houses was completed in March 2021. The terrace, which had been derelict for many years, sits within a conservation area of “outstanding industrial archaeological importance”. The Charity has provided a sustainable future for this historically significant street by restoring the terrace, delivering a new heritage attraction interpreting daily life in the Potteries in the 1950s, and including additional creative studio space, a new home for the Burleigh archive, and a community hub for the Middleport Matters. This will further drive economic and social regeneration alongside heritage regeneration. The Grade I-listed Old Duchy Palace in Lostwithiel, Cornwall is over 700 years old. It once formed part of a much larger complex central to the management of the Duchy of Cornwall and the county's internationally significant tin industry. Following a sensitive restoration, the building was opened by Their Royal Highnesses the Duke and Duchess of Cornwall. Re-Form Heritage's project partner, the Cornwall Buildings Preservation Trust, runs the day-to-day operation of the building on a long-term lease. Re-Form Heritage continues to seek other opportunities to save heritage at risk, using the parameters set out in our current strategic plan. **3.** ## **TRUSTEES’ REPORT** ## **INTRODUCTION** **The Trustees have the pleasure of presenting the report and accounts for the year ended 31 March 2023. Recent annual reports through 2021 were structured around the organisation’s forward plan for 2018/19-2023/24. However, while excellent work had been undertaken by previous Chief Executive Clare Wood and Finance Director Dave Poulsom to steward Re-Form Heritage through the financial impact of Covid lockdowns, the broader impact of Covid across the two-year period 20202021 required a review of these objectives. For example, year on year projections set in 2018 for visitor number and educational programme growth were no longer valid as a result of Covid disruptions.** **A new five-year strategic plan for 2023-27 written by Chief Executive Alasdair Brooks was approved by the Board of Trustees in December 2021, setting new five-year post-lockdown goals for the charity. 2022 was used to prepare the ground for implementation of the strategic plan, with an accompanying post-lockdown operational review assessing which areas of the charity needed to be strengthened in order to support delivery of the plan. The new strategic plan came into effect in January 2023. Early in 2023, the charity’s executive, supported by the Trustees, decided that the challenges arising from the post-lockdown heritage environment and cost of living issues that arose in 2022 (notably increases in energy prices and inflation) required an application for a National Lottery Heritage Fund (NLHF) resilience grant in order to strengthen the operational and financial sustainability of Middleport Pottery and Harper Street. While the grant was submitted in April, slightly after the period covered by this report, the application was successful, and the charity was delighted to be awarded £249,962 by the NLHF in May 2023, with funding beginning in June 2023; the grant runs through to October 2024. The activities funded by the grant will be covered in detail in next year’s report.** **The period covered by this annual review has therefore been a transitional one. An outline is offered on the strategic goals that came into effect in January 2023, with an overview of initial progress in the three months before the end of the reporting period.** ## **NEW STRATEGIC PLAN OBJECTIVES: CHARITY GOALS** In December 2021, the Board approved a new strategic plan drafted by incoming Chief Executive Alasdair Brooks. A key goal of the new plan is to set out a broader strategy for the growth of Re-Form Heritage as a charity rather than focus primarily on goals for specific sites, or to mix goals for the charity alongside goals for the individual sites. The new goals for the charity for 2023-2027 are as follows: ## **1) Follow a regional model for expansion in the period 2023-2027** Re-Form Heritage has been advised by the Architectural Heritage Fund (AHF) that the Fund will be launching a new Heritage Development Trust programme in 2023, in collaboration with the NLHF. This programme will provide capacity funding and project development funding to those organisations designated as AHF- and NLHFsupported trusts. The charity is being strongly encouraged by the AHF to apply to the programme when it launches in 2023, and we plan to look closely at this opportunity given the important logistical and financial support it could provide for expansion of the charity’s mission. **4.** ## **TRUSTEES’ REPORT** ## **2) Aim to bring at least 2 more sites under its ownership, and to have begun regeneration work on these new sites by the end of this period.** The opportunities for acquisition of additional sites will be heavily influenced by the AHF programme outlined above. Two sites are currently under discussion as potential targets for regeneration if the charity decides to move ahead with an application to the AHF programme (and is successful with that application), but those discussions will not be completed until towards the end of the 2023 calendar year. ## **3) Ensure that all sites are financially sustainable: new sites should show an operating profit by year 4 of ownership; existing sites should show an operating profit across the five-year period.** The financial climate in the 2022-23 financial year has been exceptionally challenging. The combination of changes in post-lockdown visitor behaviour, a four-fold increase in energy costs, a decline in Burgess & Leigh retail income, and a significant rise in inflation have had a negative impact on Middleport Pottery and Harper Street, and the sites are operating at a loss. The executive decided in January 2023 to apply for a National Lottery Heritage Fund resilience grant as a direct response to these challenges. The grant application aims to: _Increase visitor numbers through:_ - Improving the visitor offer by developing and improving Middleport Pottery’s heritage interpretation (this has not been reviewed or changed since the site opened to the public in 2014) - Improving the learning offer across both our formal learning programmes to local schools and our informal learning programmes delivered during weekends and holidays - Improving the quality and quantity of our social media activity and other marketing and communications activity across all site programmes - Reviewing website operation and content to improve the user experience and drive engagement ## _Increase visitor-based trade income by:_ - Further developing and expanding the Middleport Pottery wedding offer - Developing and re-launching Middleport Pottery as a room hire venue - Developing and expanding the current paid-for events programme ## _Establish a philanthropic pipeline of giving to Re-Form Heritage by:_ - Revising the patron programme and improving the membership offer - The development of a corporate sponsor programme - • The development of other philanthropic pipeline offers, such as a legacy donation programme - The purchase of a recognised CRM software system to manage donor, potential donor, and supporter data _Ensure that Middleport Pottery operates more cost-effectively by:_ - Reviewing energy usage for efficiencies - Exploring options for alternative energy sources - Reviewing the site maintenance regime **5.** ## **TRUSTEES’ REPORT** The grant application was prepared in the closing months of this reporting period, and submitted on 19 April 2023. While falling outside the scope of the 2022/3 financial year, the charity would like to note here that the application was successful, and we were awarded £249,962 in May 2023 to support this important review, and to build long-term operational and financial resilience for Middleport Pottery and Harper Street in this challenging economic climate. **4) Maintain cash backed unrestricted reserves to cover 15% of turnover.** Due to the circumstances outlined in the previous point, the charity is not currently meeting this strategic target. One of the broader strategic goals of the NLHF grant is to re-establish robust reserves. **5) Set science-based net zero carbon targets as an integral part of planning for the regeneration of new sites, and develop and begin to implement net zero carbon plans for existing sites by the end of this planning period.** The NLHF resilience grant includes a review of energy and maintenance costs and delivery at Middleport Pottery. A report on improvements to these areas will be delivered in 2024. **6) Build community engagement outcomes into planning for all new sites, and set community engagement goals for existing sites.** It is anticipated that community engagement will form a core part of the NLHF grant review. The charity continues to develop and grow its strong relationship with local community group Middleport Matters, who are now based at Harper Street. Preliminary conversations over new sites, as per point 1, above, have also involved local community groups. **7) Grow patron and other philanthropic donations to £200,000 a year by 2028.** The charity hired a new Fundraising Manager in 2022. The new NLHF grant offers further funding support for a Fundraising Manager, fixed-term funding for a Fundraising Officer support role, and funding for acquisition of Customer Relationship Management software in order to improve the fundraising offer. **8) Ensure that all new staff posts and reorganisation of existing staff are clearly justified through implementation of this strategic plan; all new sites to be operated by Re-Form Heritage will have a clear site-specific staff plan integrated into costs and 9) Ensure that other administrative reforms are directly tied to delivery of this strategic plan.** These goals are combined here as they are closely related. They continue to guide thinking on HR and administration. The NHLF grant application, for example, clearly ties the creation of fixed-term staff posts and operational delivery of the grant to the overall strategic plan. **6.** **TRUSTEES’ REPORT** ## **NEW STRATEGIC PLAN OBJECTIVES: SITE GOALS** Site-specific goals were also developed jointly for Middleport Pottery and Harper Street. These goals are: - Reach combined visitor figures of 100,000 by 2028 - Deliver learning outcomes to 9,000 children and young people per annum by 2028 through both formal and informal learning opportunities - Show an operating profit across the totality of the five-year planning period. - Host 20 weddings a year by 2028. - Welcome the equivalent of one researcher a week to access the archive collections by 2028. - Have at least two fully-funded research collaborations with Staffordshire universities, and at least one fully-funded research collaboration with an international partner, in place by 2028. - Have individual net zero carbon target plans developed, with implementation beginning by the end of the 2023-2027 period. - Offer volunteer opportunities for 80 volunteers a year by 2028. - Ensure that all new staff posts and reorganisation of existing staff are clearly justified through implementation of these goals and the broader strategic plan. - Ensure that community engagement is a core goal of planning for and use of the Harper Street community space, and is considered in broader event and learning planning. These goals came into effect in January 2023, and the NLHF grant awarded shortly after this reporting period has transformed the context of goal delivery, allowing the charity to bring in substantial additional funding as well as a fixed-term Head of Operations & Engagement to project-manage resilience delivery. These goals were embedded into the NLHF resilience grant, and will be used as initial qualitative and quantitative guidelines for establishing operational and financial sustainability for Middleport Pottery and Harper Street via the grant. **7.** **GOVERNANCE** **Re-Form Heritage is a company limited by guarantee (number 3290459). It is governed by its Memorandum and Articles of Association. Its governing body, the Board of Trustees, is responsible for the Charity’s long-term direction and overall policy. The current Articles of Association were adopted in December 2016. The Articles provide that there shall be a minimum of three and a maximum of eleven Trustees with each Trustee appointed for a term of up to three years from the adoption of the Articles, after which they must retire at the next following board meeting. A retiring Trustee is eligible for re-appointment. The Articles provide that no Trustee shall serve for more than nine consecutive years, save in exceptional circumstances.** **The Trustees, and those who acted during the year, are listed at the start of this report. New trustees are given an induction on the work of the Charity, are briefed on responsibilities and recommended practice as set out in the Charity Governance Code and are encouraged to undertake appropriate training to aid them in undertaking their role. The Trustees are recruited for their knowledge and experience of heritage regeneration, charity administration, finance, legal, education, HR matters or commerce. The Trustees meet five to six times a year. The Trustees approve strategy, which is executed by the Re-Form Heritage executive and management team. The Charity has an audit committee to support the Re-Form Heritage board in its responsibilities for ensuring the adequacy of internal control and governance arrangements. The audit committee is a committee of the Board.** **Re-Form Heritage is a charity registered in England and Wales (number 1059662) and a conservation body prescribed under section 38 (4) of the Title Conditions (Scotland) Act 2003.** ## **APPROACH TO FUNDRAISING** In seeking the support of organisations and individuals to pursue its charitable objectives, Re-Form Heritage seeks to develop honest relationships, retain independence, and avoid over-reliance upon any individual funding source. The Charity aims to be professional in its approach to fundraising and commits to comply with the Fundraising Regulator's Code of Fundraising Practice. The Charity recruited a dedicated Fundraising Manager post in the 2022-23 financial year in order to further support its fundraising offer. The postholder had to step down for personal reasons at the end of the financial year, and the Charity is currently recruiting a new manager. Additional support for fundraising was also successfully requested in the Lottery resilience grant application that was prepared at the end of this reporting period. Staff leading fundraising activity undertake six-monthly reviews of the Regulator's Code of Fundraising Practice and endeavour to maintain an awareness of changes in fundraising legislation, regulation and best practice. The Charity aims to achieve positive donor experiences and regularly updates donors on the impact of their support. Re-Form Heritage is committed to ensuring that donors can control and influence their relationship with the Charity. Re-Form Heritage did not receive any complaints from donors or members of the public about its fundraising practice during 2020/2021. Any enquiries or concerns regarding Re-Form Heritage's fundraising practice should be directed to Dr Alasdair Brooks, Chief Executive. **8.** ## **PUBLIC BENEFIT** In setting the Charity’s objectives and planning its activities, the trustees have given careful consideration to the Charity Commission's guidance on public benefit. The Charity's activities clearly relate to its legal objectives of securing heritage buildings, advancing education in heritage buildings and the promotion of regeneration in areas of social and economic deprivation for public benefit. Access to Re-Form Heritage's sites is free of charge, welcoming to all and provides free and charged interpretive and educational content throughout the year. Re-Form Heritage presents high-quality engagement and partnerships to facilitate public involvement and understanding of some of the UK's most important and unique industrial and commercial heritage. Programmes of activity for children and young people at our principal site of Middleport Pottery aim to develop creativity, confidence and pride in a supportive environment. The Charity also works closely with local community groups to help build social and economic regeneration. The above statement demonstrates Re-Form Heritage's compliance with the Charities Act 2006 relating to Public Benefit and Charity Commission Guidance. ## **SUSTAINABILITY POLICY** The Charity is committed to observing high environmental standards and has developed a sustainability policy which includes social, economic and environmental policies. **9.** **FINANCE** Group incoming resources (including interest receivable) totalled £625,510 (2022: £2,077,992), comprising grants and donations of £22,245 and rental and other income of £603,265. In the year, £976,104 (2022 £968,771) was spent on charitable expenditure. Net outgoing Group resources for the year including depreciation charges of £467,905 were £566,214 (2022 incoming: £1,010,481). Net outgoing resources when deducted from opening funds of £8,551,262 left the Group with funds of £7,985,048. The restricted grants and donations received, together with other substantial grants received in previous years, were used to undertake the renovation of Middleport Pottery and Old Duchy Palace. These grants and donations received appear in the Charity's accounts as income, but the expenditure is capitalised in fixed assets. As a result, the net incoming resources in this and previous years arising from these grants and donations does not reflect disposable income available to the Charity. ## **RESERVES POLICY** ## **Total reserves of the Charity at 31 March 2023 amounted to £7,985,048 The Charity maintains two main types of reserves:** **Restricted funds:** These occur when income is received by a charity for a purpose specified by the donor and only appropriate expenses may be charged against such income. Specific grants and donations for building preservation projects appear in the accounts as income, but they will only be used in connection with the buildings in respect of which they were granted. This expenditure is capitalised where the Charity has (or is likely to have) an ownership interest in the building and so, as noted above, the net incoming resources in this and future years arising from these grants and donations does not reflect disposable income available to the Charity. At 31 March 2023 the Charity and Group had restricted funds of £7,889,586 (2022: £8,351,068), (note 3). **Unrestricted funds:** These arise from income received by a charity where there is no specific purpose specified by a donor. The use of such funds is at the discretion of the Trustees, in accordance with the charity's objects. Within unrestricted funds the Trustees may from time to time designate some funds for use on a specific project. There were no such designations as at 31 March 2023. At 31 March 2023 the Charity’s unrestricted funds were £257,206 (2022: £317,704) and its trading subsidiary retained reserves were (£161,746) (2022: (£117,512)); this resulted in Group unrestricted funds of £95,462 (2022: £200,194). [All surpluses generated by the trading subsidiary are gifted to and are fully available to the Charity. As an organisation not in receipt of regular statutory funding and currently very dependent on sources of income which are capable of being affected by factors outside the Charity's control, the Trustees believe that the optimum level of free reserves in the future should be sufficient to cover the impact of a loss of 15% of annual income. Free reserves at 31[st] March 2023 were £15,913 which represents 2.5% of annual income (2022 £120,645 23.7%) ## **GOING CONCERN** As noted above, as a result of the challenges arising from the post-lockdown heritage environment and cost of living issues that arose in 2022 (notably increases in energy prices and inflation) the Charity made an operating deficit for the year. This resulted in a net decrease in unrestricted reserves and a decrease in the non-committed free unrestricted cash balance to less than the optimum level of free reserves needed to cover the impact of a loss of 15% of annual income. **10.** 54% of the Charity’s unrestricted operating income is derived from visitor-driven sources and in this context there will always be a risk to the Charity of not achieving forecast visitor attendance numbers and associated sales revenue. Early in 2023, the charity applied for a National Lottery Heritage Fund (NLHF) Resilience Grant in order to mitigate this risk and strengthen the long term operational and financial sustainability of Middleport Pottery and Harper Street As mentioned above, the application was successful, and the charity was delighted to be awarded a grant of £249,962 in May 2023, with funding beginning in June 2023; the grant runs through to October 2024. The activities funded by the grant review all aspects of the Middleport Pottery heritage offer and its as sociated visitor-driven income as well as covering the first year’s costs of establishing a pipeline of philanthropic giving. The Trustees have considered these factors when considering the Charity’s ability to continue as a going concern and have concluded that it is appropriate to prepare the Financial Statements on the going concern basis. They do, however, acknowledge that if the growth in visitor numbers and related visitor expenditure does not reach the forecast levels it increases the pressure on the level of non-committed free unrestricted cash funds during 2023 and 2024 available to meet operational requirements and accept that this constitutes material uncertainty over the Charity’s ability to continue as a going concern as currently outlined in its strategic plan. ## **RISK MANAGEMENT AND PRINCIPAL RISKS** The Trustees have examined the major strategic, business and operational risks which the Charity faces, and are satisfied that appropriate systems have been established to seek to identify and manage these risks. It is recognised that systems can only provide reasonable but not absolute assurances that major risks have been adequately managed. The Trustees consider that the principal risks facing the Charity are: - Failure to maintain a financially resilient business model which can meet the challenges of current and future economic market conditions. - Failure to meet income targets and manage costs, leading to completed projects not being sustainable. - Failure to meet capital fundraising targets on new projects leading to insufficient funds to complete projects being undertaken. - Risks (including insufficient contingency allocation) on future capital projects not being adequately identified leading to cost overruns. - • Non-compliance with funders' requirements/agreements leading to clawbacks in grants received. - Health & safety issues associated with capital projects and the running of operations in old buildings. The Charity maintains a risk register to record all risks and mitigation measures in place and each risk is assigned an owner to oversee individual risk management. The risk register is reviewed by the Trustees when the risk profile is identified as changing or at least annually. ## **GROUP COMPANIES** Re-Form Heritage has a trading subsidiary, Re-Form Heritage Trading Ltd. This company was established to run commercial activities at Middleport Pottery. All profits of Re-Form Heritage Trading Ltd are gifted to Re-Form Heritage. **11.** **FINANCE** ## **PAY POLICY FOR SENIOR STAFF** The Trustees consider that Dr Alasdair Brooks and Dave Poulsom have been the key management personnel of the Charity, and have been in charge of directing and controlling the Charity on a day-to-day basis. Their remuneration is discussed and approved by the board of Trustees, who ensure that the remuneration packages are appropriate for the size and complexity of the role that each of them undertakes. ## **TRUSTEES' RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS** The Trustees are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Charity and of the profit or loss of the Charity for that period. In preparing these financial statements, the Trustees are required to: - Select suitable accounting policies and then apply them consistently - Make judgements and estimates that are reasonable and prudent - State whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements - Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Charity will continue to operate The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Charity and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Charity and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the Charity's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. ## **AUDITOR** **Crowe U. K. LLP were appointed as auditors on 12th June 2019.** So far as each of the Trustees of the Charity at the date of approval of this report is aware, there is no relevant audit information (information needed by the Charity's auditor in connection with preparing the audit report) of which the Charity’s auditor is unaware. Each Trustee has taken all of the steps that they should have taken as a Trustee in order to make themself aware of any relevant audit information and to establish that the Charity’s auditor is aware of that information. This report has been prepared taking advantage of the exemptions available to small companies under the Companies Act 2006. Approved by the Trustees and signed on their behalf by: Date: 13 October 2023 Harry Wardill Chair of Trustees **12.** **AUDITOR’S REPORT** ## **INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF RE-FORM HERITAGE** ## **Opinion** We have audited the financial statements of Re-Form Heritage (‘the charitable company’) and its subsidiary (‘the group’) for the year ended 31 March 2023 which comprise consolidated statement of financial activities, consolidated balance sheet, consolidated statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group’s and the charitable company’s affairs as at 31 March 2023 and of the group’s income and expenditure, for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - 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 under those standards are further described in the Auditor’s 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 UK, including the FRC’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. ## **Material uncertainty related to going concern** We draw attention to note 1 in the financial statements, which indicates the conditions identified that may cast significant doubt on the Charity’s ability to continue as a going concern. As stated in note 1, these events or conditions indicate that a material uncertainty exists which may cast significant doubt on the Charity’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. **13.** ## **AUDITOR’S REPORT** ## **Other Informaton** The trustees are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent Smaterial 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. ## **Opinions on other maters prescribed by the Companies Act 2006** In our opinion based on the work undertaken in the course of our audit - the information given in the trustees’ report, which includes the directors’ report and the strategic report prepared for the purposes of company law, for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the strategic report and the directors’ report included within the trustees’ report have been prepared in accordance with applicable legal requirements. ## **Opinions on other maters prescribed by the Companies Act 2006** In our opinion based on the work undertaken in the course of our audit - the information given in the trustees’ report, which includes the directors’ report and the strategic report prepared for the purposes of company law, for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the strategic report and the directors’ report included within the trustees’ report have been prepared in accordance with applicable legal requirements. ## **Maters on which we are required to report by excepton** In light of the knowledge and understanding of the group and charitable company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report included within the trustees’ report. We have nothing to report in respect of the following matters in relation to which the Companies Act requires us to report to you if, in our opinion: - adequate and proper accounting records have not been kept; or - the 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. **14.** **AUDITOR’S REPORT** ## **Responsibilites of trustees** 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. In preparing the financial statements, the trustees are responsible for assessing the charitable 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 the trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. ## **Auditor’s responsibilites for the audit of the fnancial statements** 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 auditor’s 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. Details of the extent to which the audit was considered capable of detecting irregularities, including fraud and non-compliance with laws and regulations are set out below. 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 auditor’s report. ## **Extent to which the audit was considered capable of detectng irregularites, including fraud** Irregularities, including fraud, are instances of non-compliance with laws and regulations. We identified and assessed the risks of material misstatement of the financial statements from irregularities, whether due to fraud or error, and discussed these between our audit team members. We then designed and performed audit procedures responsive to those risks, including obtaining audit evidence sufficient and appropriate to provide a basis for our opinion. We obtained an understanding of the legal and regulatory frameworks within which the charitable company and group operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. The laws and regulations we considered in this context were the Companies Act 2006, the Charities Act 2011 together with the Charities SORP (FRS 102). We assessed the required compliance with these laws and regulations as part of our audit procedures on the related financial statement items. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which might be fundamental to the charitable company’s and the group’s ability to operate or to avoid a material penalty. We also considered the opportunities and incentives that may exist within the charitable company and the group for fraud. The laws and regulations we considered in this context for the UK operations were General Data Protection Regulation (GDPR), Health and Safety and Employment legislation. **15.** ## **AUDITOR’S REPORT** Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the Trustees and other management and inspection of regulatory and legal correspondence, if any. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be within the timing of recognition of income and the override of controls by management. Our audit procedures to respond to these risks included enquiries of management and the Audit Committee about their own identification and assessment of the risks of irregularities, sample testing on the posting of journals, designing procedures over income, reviewing accounting estimates for biases, reviewing regulatory correspondence with the Charity Commission and reading minutes of meetings of those charged with governance. 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 (irregularities) 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 irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. ## **Use of our 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 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 charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Kerry Brown (Senior Statutory Auditor) For and on behalf of **Crowe U.K. LLP** Statutory Auditor Black Country House Rounds Green Road Oldbury West Midlands B69 2DG Date: 10 November 2023 **14. 6** FINANCIAL STATEMENTS Re-Form Hcritage Consolidated Statement of Financial Activities {Incorpoi?ting the C."oDsolidated Income and Tr"xpenditui'e Account) For The Year Ended 31st March 2023 Group Restricted Funds Unrestricted Funds Total 2023 Total 2022 Notes INCOME Grants and donations Rental and other activities Admissions and tours Café Sales Events and hires Souvenir sales Investment income 21,068 288,913 76,498 157,330 54,276 26,142 155 1,177 22,245 288,913 76,498 157,330 54,276 26,142 155 1,654,648 277,856 47,306 32,961 38,206 26,966 49 Total income 624,382 1,177 625,559 2,077,992 EXPENDITURE Expendilure on charitable activilies Other operating costs 513,729 239,794 462,659 976,388 239,794 968,771 98,740 Total expenditure 753,523 462,659 1,216,182 1,067,511 NET INCOMEI{EXPENDITUREI 1129,1411 {461,4821 1590,623) 1,010,481 Taxation 24,174 24,174 Transfers Net Movement in Funds 1104,9671 {461,4821 1566,449) 1,010,481 Funds brought forward at 1 April 200,194 8,351,068 8,551,262 7,540,781 Funds carried foward at 31 March 95,227 7,889,586 7,984,813 8,551,262 All amounts related to continuing operations. This statement includes all gains and losses recognised in the year. The notes on pages 21 to 34 fomi part of these financial statements. RE.FORM 17. FINANCIAL STATEMENTS Re-Form Heritage Statement of Financial Activities (IncorpoTating the Jncome and F.xpenditure Account) For The Year Ended 31st March 2023 Charrty Unrestricted Restricted Funds Funds Total 2023 Total 2022 Notes INCOME Grants and donations 21,068 1,177 22,245 1,653,454 Income from charit8ble activities Rental and other income 407,599 407,599 375,547 Investment income 155 155 49 Total income 428,822 1,177 429.999 2,029,050 EXPENDITURE Expenditure on charitable activities 663,330 462,659 1,125,989 968,771 Total expendlture 663,330 462,659 1,125,989 968,771 NET INCOMEIIEXPENDITUREI 1234.5081 (461,4821 1695.9901 1.060.279 Taxation 24,174 24,174 Transfers Net Movement in Funds 1210,3341 (461,4821 1671,8161 1,060,279 Funds broughl forward at 1 April 317,704 8,351,068 8,668,772 7,608,493 Funds carried fO￿ard at 31 March 107,370 7,889,586 7,996,956 8,668,772 All amounts related to continuing operations. This statement includes all gains and losses recognised in the year. The notes on pages 21 to 34 form part of these financial statements. 18. FINANCIAL STATEMENTS Re-Form Heritage Balance Sheets at 31st March 2023 Group 2023 Charity 2023 Noles 2022 2022 Fixed assets: Tangible fixed assets Heritage assets Investments 24,296 8,275,561 20,984 8,729,264 24,296 8,275,561 20,984 8,729,264 5b 8,299,857 8,750,248 8,299,858 8,750,249 Current assets: Stock Debtors Cash at bank and in hand 8,561 137,298 48,856 9,616 336,664 270,334 5,719 132,633 25,590 8,263 499,760 196,827 194,715 616,614 163,942 704,850 Current liabilities- Creditors.. amounts falling due within one year 10a 153,680 734,313 110.765 706,025 Net current assets I Illabllltles) 41,035 {117,6991 53,177 11,1751 Creditors.. amounts falling due after more than one year 10b 356,079 81,287 356,079 80,302 Total net assets 7,984,813 8,551,262 7,996,956 8,668,772 The funds of the eharlty Restricted funds Unrestricted funds 7,889,586 95,227 8,351,068 200.194 7,889,586 107,370 8,351,068 317,704 Total charity funds 7,984,813 8,551,262 7,996,956 8.668,772 These accounts have been prepared in accordance with the special provisions of the Companies Act relating to small companies. The notes on pages 21 to 34 form part of these financial statements. Approved by the board on 13 October 2023 and signed on their behalf by.. H Wardill RE.FORM 19. FINANCIAL STATEMENTS Re-Form Heritage Consolidated Cash Flow Statement For The Year Ended 31st March 2023 Group 2023 Notes 2022 Cash flows from operating activities Net cash provided by (used in) operating activits-es 12 1119,487) 1,448,275 Cash flows from investing activities 1119,487) 1,448,275 Purchase of heritage assets Purchase of tangible assets (8,956) 11,938,643) (8,558) 15,1581 Net cash provided by lused in) investing activities 1137,001) 1495,526) Cash flows from financing activities Loan repayments Cash inflows from new borrowing (84,477) 17,6291 Net cash provided by lused in) financing activities 1221 ,478) 1503,155) Change in cash and cash equivalents in the reporting period Cash and cash equivalents at the beginning of the reporting period Cash and cash equivalents at the end of the reporting period 270,334 773,489 48,856 270,334 1221 ,478) (503,155) The notes on pages 21 to 34 form part of these financial statements. 20. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 Accounting Policies Company information Re-Form Heritage is a company limited by guarantee and registered in England and Wales, registration number 3290459. and a registered charity number 1059662. The registered office is Middleport Pottery, Port street, Sloke-on-Trent ST6 3PE. Basls OT preparatlon OT flnanclal statements The financial statements have been prepared in accordan￿ with Accounting and Reporting by Charities- Statement of Recommended Practice applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the UK and Republic of Ireland IFRS102) (effective January 20151- (Charities SORP IFRS102)) and the Companies Act 2006. Re-Form Heritage meets the definition of a public benefit entity under FRS102. Assets and liabilities are initially recognised at historical Cost or transaction value unless othenmise stated in the relevant accounb.ng policy note. Basls of consolldatlon The group financial statements consolidate the financial statements of Re-Form Heritage and all its subsidiary undertakings drawn up to 31 March each year. Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control and continue to be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies of the investee so as to obtain benefit from its activities. Investments In the parent company financial statements, investments in subsidiaries are accounted for at cost less impairment. Golng concern As a result of the challenges arising from the post-lockdown heritage environment and cost of living issues that arose in 2022 (notably increases in energy prices and inflatson} the Charity made an operating deficit for the year. This resulted in a net decrease in unrestricted free reserves to less than the optimum level of free reserves needed to cover the impact of a loss of fifteen percent of annual income. Over 50Vo of the Charity's unrestricted operating income is derived from visitor-driven sources and in this context there will always be a risk to the Charity of not achieving forecast visitor attendance and associated sales revenue. Early in 2023, the charity applied for and was successful in securing a National Lottery Heritage Fund INLHFI Resilience Grant in order to mitigate this risk and strengthen the long term operational and financial sustainability of Middleport Pottery and Harper Street. The charity was delighted to be awarded £249,962 by the Heritage Fund in May 2023, with funding beginning in June 2023 and running through to October 2024. The activities funded by the grant review all aspects of the Middleport Pottery heritage offer and its associated visitr)r driven income as well as covering the first year's costs of establishing a pipeline of philanthropic giving. The Trustees have considered these factors when considering the Charity's ability to continue as a going concern and have conduded that it is appropriate to prepare the Financial Statements on the going concern basis. They do, however, acknowledge that if the growth visitor numbers does not reach the forecast levels il increases the pressure on the level of non-commrtted free unrestricted cash funds during 2023 and 2024 available to meet operational requirements and accept that this constitutes material uncertainty over the CharIt￿S ability to continue as a going concern as it currently outlined in its strategic plan. Critical accounting judgements and estimation uncertainty Estimates and judgements are continually evalLJated and are based on historical experience and other fartors, including expectations of future events that are believed to be reasonable under the circumstances. RE.FORM 21. NOTES TO THE ACCOUNTS Re-Form Heritagc Notes to the Accounts For The Year Ended 31%t March 2023 Accounting Policies (contd) The Charity makes estimates and assumptions concerni ng the future. The resulting accounting estimates will, by definition, seldom exactly equal the related actual results. It is in the opinion of the Trustees that there are no estimates and a55umption5 that have a 518nificant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. Revenue Income is recogni5ed once the Charity has entitlement to income, it is probable that income will be received and the amou nt of income receivable can be measured reliably. Income from grant5 and donations is recognised when the cash is received or committed. Income that is received in advance for a future accounting period is deferred. Income from projects is accounted for on the basis of the level of activity completed. Expenditure and allocation of sUPPOrt costs Expenditure is recognised once there is a legal or constructive obligation to make a payment to a third party, it is probable that settlement will be required and the amount of the obligation can be measured reliably. Support costs and govemance costs are split on a time Incurred basis between each of the charitable activities. stocks Stocks are stated at the lower of cost and net realisable value_ Cost includes all costs incurred in bringing each product to its present location and condition. Net realisable value is based on estimated selling price. Debtors Trade and other debtors are recognised at the settlement amount due after any trade discount offered. Prepayments are valued at the amount prepaid net of any trade discounts due. Flnanclal Instruments and cash and cash equlvalents The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable. C8sh and cash equivalents is comprised of cash in hand and deposits wth financial institutions repayable without penalty on notice of not more than 24 hours. Creditors and provisions Creditors and provisions are recognised where the charity has a present obligation resulting from a past event that will probably result in the transfer of funds to a third party and the amount due to settle the obligation can be measured or estimated reliably. Creditors and provisions are normally recognised at their settlement amount after allowing for any trade discounts due. Tanglble assets Tangible fixed assets other than freehold land are stated at cost less depreciation. Depreciation is provided at rates calculated lo write off the cost less eslimaled residual value of each asset over rts expected useful life, using the reducing balance method as follows". Computer equipment General equipment Improvements to freehold property 250/0 250 259/0 Heritage assets Heritage assets acquired as part of the building preservation objects of the Charity are capitalised at cost or, if donated, at valuation on receipt. Cost includes staff cost5 which are directly attributable to bringing the assets Into working condition for their intended use. The threshold for capilalising heritage assets is £25,000. Heritage assets are depreciated over their estimated economic life. The rale used for completed projects is 4Wo per annum. The Trustees carry out periodic reviews of the heritage assets held for potential impairment and a provision is made if the continuing value to the charity is determined to be lower than the recorded value of the related asset_ 22. NOTES TO THE ACCOUNTS Rc-Form Hcrita2c Notes tu the Accuunts For The Year Ended 31st M¥drch 2023 Accounting Policies ls and furniture. Analysis of Income and Expenditure Income 2023 Group Unrestricted Restricted Charity Unrestricted Restricted Total 2023 Total 2023 Grant income Donation income 984 20.084 984 21,261 984 20,084 984 21.261 1,177 1,177 Total grant and donation income 21,068 1,177 22,245 21,068 1,177 22,245 Middleport Pottery trading Old Duchy Palace trading Total income from charitable activits.es 601,159 601,159 405,599 405,599 2,000 2,000 2,000 2,000 603.159 603,159 407,599 407.599 Investrnent income 155 155 155 155 Total income 624,382 1,177 625,559 428,822 1,177 429,999 Income 2022 Group Unrestricted Restricted Charity Unrestricted Restricted Total 2022 Total 2022 Grant income Donation income 65,258 19,561 1,568.422 1.407 1,633.680 20,968 64.064 19,561 1,568.422 1,407 1.632.486 20,968 Total grant and donation income 84.819 1,569,829 1,654,648 83,625 1,569.829 1,653,454 Middleport Pottery trading 421,295 421,295 373.547 373,547 Old Duchy Palace trading Total income from charitable activits'es 2.000 2,000 2.000 2,000 423.295 423,295 375,547 375.547 Investment income 49 49 49 49 Total income 508,163 1,569,829 2,077,992 459,221 1,569,829 2,029,050 RE.FORM 23. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 Analysls of Income and Expendlture Icontdl Expenditure 2023 Group Unrestricted Reslricted Charily Unrestricted Restricted Total 2023 Total 2023 Middleport Pottery trading Middleport Pottery depreciation Support costs Total Middleport Pottery 491,233 491,233 643,634 643,634 314,177 314,177 17,250 314,177 314,177 14,450 17,250 14,450 508,483 314,177 822,660 658,084 314,177 972,261 Old Duchy Palace depreciation Total Old Duchy Palace 45,073 45,073 45,073 45,073 45,073 45.073 45,073 45,073 Harriels Trust CRF20 Arts Council AHF Recovery funding Harper Street Harper Street Depreciation HE Tall Structures Whitechapel Bell Foundry Tangible Assets Depreciation Other operating costs 103,409 103,409 103,409 103,409 5,246 5,246 5,246 5,246 239,794 239,794 Total expenditure 753,523 462,659 1,216,182 663,330 462,659 1,125,989 rfi 24. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 Analysls of Income and Expendlture Icontd} Expenditure 2022 Group Unrestricted Restricted Charity Unrestricted Restricted Total 2022 Total 2022 Middleport Pottery trading Middleport Pottery depreciation Support costs Total Middleport Pottery 443,319 443,319 446,119 446,119 314,178 314,178 17,250 314,178 314,178 14,450 17,250 14,450 460,569 314,178 774,747 460,569 314,178 774,747 Old Duchy Palace depreciation Total Old Duchy Palace 45,073 45,073 45,073 45,073 45,073 45,073 45,073 45,073 Harriets Trust CRF20 Arts Council AH F Recovery funding Harper Street Tangible Assets Depreciation Other operating cosls 4,500 34,563 7,390 4,500 34,563 7,390 4,500 34,563 7,390 4,500 34,563 7,390 10,565 87,579 10,565 87,579 10,565 87,579 10,565 87,579 4,354 4,354 4,354 4,354 98,740 98,740 Total expenditure 563,663 503,848 1,067,511 464,923 503,848 968,771 Support costs Group Charity 2023 2022 2023 2022 Central staff costs Governance costs- Audit 8,000 9.250 8,000 9,250 8,000 6.450 8,000 6,450 Total support costs 17,250 17,250 14,450 14,450 RE.FORM 25. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 Nel assets Group Restrictad funds 2023 Charity Rèstrictèd funds 2023 Unrèstrictad funds 2023 Total funds 2023 Unrèstricted funds 2023 Total funds 2023 Current assets Current liabilities Creditors falling due after more than 1 year Free reserves Tangible ass8ts Heritage assets Investments 145,846 (130,2471 48.869 123,4331 1356.079) 194,715 1153,6801 1356.079) 115,074 (87,332) 48.868 123,433) 1356.0791 163,942 1110.765) 1356.079) 15,599 23.406 56.222 1330,643) 890 8.219.339 1315,0441 24,296 8.275.561 27,742 23.406 56.222 {330,644) 890 8.219.339 1302.902) 24,296 8.275.561 95,227 7,889,586 7,984,813 107,370 7,889,586 7,996,956 Group Reslricled funds 2022 Charity Restricted funds 2022 Unrestricted funds 2022 Tot81 funds 2022 Unrestricted funds 2022 Total funds 2022 Current assets Current liabilities Creditors falling due after more than 1 year 240,726 1120.0811 375.888 1614.2321 181,287) 616,614 1734.3131 {81.2871 328,962 (91.7931 375,888 {614.2321 180.302) 704,850 1706.025) {80,3021 Free reserves Tangible assets Heritage assets Investments 120.645 20,984 58.565 1319,631) 1198.9861 20,984 8.729,264 237,169 20,984 59.551 {318,646) 181.477) 20,984 8.729,264 8.670.699 8,669,713 200,194 8,351,068 8,551,262 317,704 8,351,068 8,668,772 Resources expended includino staff and trustee costs Group Analysls of staff costs: 2023 2022 Wages and salaries Social security costs Accrued pension contributions 391,127 27,288 9,388 427 803 314,311 23,473 6,716 344 500 No employees received employee benefits (excluding employer pension costs) of more than £60,000 The average monthly number of employees during the year was made up as follows-. 2023 No 2022 No Café Visitor attraction Administration 10 25 26. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 4 Resources expended including staff and trustee costs (contd) Key management personnel All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the Group are considered to be key management personnel. Total remuneration is respect of these individuals is £92,706 {2022 - £112,328). The Trustees did not receive any remuneration during the year. Reimbursement of their travel and subsistence expenses was £O12022= £0}. The Trustees made donations to the charity of £1,000 (2022: £1,000 (unrestricted)). Sa Tangible fixed assets Group and Charity Computer General Equipment Equipment Buildings Total Cost or valuation At 1 st April 2022 Additions 8,853 1.695 19,018 1,899 8,349 36,220 8,558 At 31st March 2023 10,548 20,917 13,313 44,778 Depreciation At 1 st April 2022 Charge for period 3.470 1,346 8,122 2,724 15.236 5,246 1,176 At 31st March 2023 4,816 10,846 4,820 20,482 Net book value At 31st March 2023 5,732 5,383 10,071 10,896 8,493 4,705 24,296 20,984 At 31st March 2022 2023 2022 2021 2020 2019 Cost 44.778 36,220 31,062 27,549 24,965 Depreciation and impairments 120,482) (15,236) (10,8821 (9,0121 13,6941 Net book value 24,296 20,984 20,180 18,537 21,271 RE.FORM 27. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 5b Heritage assets Group and Charity Middleport Pottery Harper street Old Duchy Palace Total Cost or valuation At 1 st April 2022 Additions 7,854,439 2,576.268 8.955 1,126,829 11,557,536 8,956 At 31st March 2023 7.854,440 2,585,223 1,126,829 11.566,492 Depreciation At 1st April 2022 Charge for pericKI 2.467,742 314,177 360,530 45,073 2.828,272 462,659 103.409 At 31st March 2023 2,781,919 103,409 405,603 3,290,931 Net book value At 3151 March 2023 5.072,521 5,386,697 2,481,814 2,576.268 721,226 766,299 8,275,561 8,729,264 At 3151 March 2022 2023 2022 2021 2020 2019 2018 Cost Disposals Deprecialion and impairments 11,566,492 11,557,536 9,618,893 9,188,293 9,098,964 9.056,675 {3.2go.931) {2,828,2721 12,469,021) {2.107,0051 {1,750,1541 {1.393.1761 Net book value 8.275,561 8,729,264 7,149,872 7,081,288 7,348,810 7,663,499 28. NOTES TO THE ACCOUNTS Re-Form Heritage Note5 to thL' Accounts For The Year Ended 31st March 2023 Subsidiaries Re-Form Heritage owns 1000/0 of the issued share capitsl of Re-Forrn Heritage Trading Ltd. a company registered in England its registered office at Middleport Pottery, Port street, Stoke-on-Trenl ST6 3PE (Co no 071691501 A summary of the subsidiary results is shown below.. Re-Fomi Heritage Trading Ltd 2023 2022 Tumovèr Resources expended Net resources 220,560 (264,7941 144,2341 73,942 { 123.740) (49.7981 Amounl granted or gift aided to the parent 144,2341 (117,5121 (49,7981 { 67,7141 Funds brought forward Funds carried forward { 161.7461 { 117.512) Represented by= Current assets Current liabilities Share capital 30,769 (192,5141 82,475 { 199.986) (161.7461 1117.512) Investments Shares In subsldlary undertaklng Charlty 2023 2022 Ordinary shares of £1 each stocks Group Charlty 2023 2022 2023 2022 Books and souvenirs Café Stock Air dry clay for activities 5,034 2,842 685 8,561 7,546 1,350 720 9,616 5,034 7.543 685 5.719 720 8,263 RE.FORM 29. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 Debtors Group Charity 2023 2022 2023 2022 Trade debtors Amount due from subsidiary company Accrued income Other debtors Prepayments 27,538 48.329 24,747 47,633 167,011 109,002 156,390 19,724 37,835 48,424 23,501 109,002 152,687 26,646 37,835 48,424 21,627 137,298 336,664 132,633 499,760 1 Oa Creditors.. Amounls falling due within one year Group Charity 2023 2022 2023 2022 Trade creditors Accruals other creditors Heritage Mortgage Nat West Bounce Back Loan LEP Harper Street Loan 46,368 36,232 50,817 12,357 7,906 197,663 137,261 18,872 2,611 7,906 370.000 34,306 16,090 40,106 12,357 7,906 185,823 120,811 18,874 2,611 7,906 370,000 153,680 734,313 110,765 706,025 Included in other credilors 15 an interest free loan of £12,131 (2021 £12.131 } from Stoke on Trenl City Council. The loan is repayable on demand by monthly instalmenls. The Heritage Mortagage is secured by way of a first legal charge over 93-113 Harper Street, ST6 3QT. 1 Ob Creditors.. Amounts falling due after more than one year Group Charity 2023 2022 2023 2022 Accruals Heritage Mortgage LEP Harper Street Loan Nat West Bounce Back Loan 985 43.383 324,659 324,659 43,383 31,420 36,919 31,420 36,919 356,079 81,287 356,079 80,302 30. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 11 Statement of Funds Group 1 st April Incoming 2022 resources Expendlture Depreclatlon Taxatlon Transfers 31st March 2023 Restricted funds Heritage asset$ Haiper Street Middletxirt Pottery Old Du¢hy Palace Other Harriets Trust Narrow goat Dane NLHF R8covery Arts Council AHF Recovery funding HE Recovery funding Shaffer legacy Save the Whitechapel Bell Foundry campaign 2.183.764 5.311,103 705,721 (103,4091 (314,1771 (45,0731 87,805 2,168,160 4,996,926 860,648 1,500 60,000 (1.500) 60,000 4.610 4.610 86.305 {86,3051 11,935) 1,177 17581 Total restricted funds 8.351,068 1,177 (462,6591 7,889,586 Unrestricted funds Revenue reserve 200.194 624,382 1748,2771 {5.2461 24,174 95,227 200,194 824,382 1748.2771 15.2461 24.174 95.227 Total funds of the group 8,551,261 625,559 1748.2771 1467,9051 24, 174 7,984,812 Charity Restricted funds Herltage a55et$ Harper Street Middleport Pottery Old Duchy Palace 2,183,784 5.331.103 685.721 1103.4091 (314.1771 {45.0731 87.805 2.168.160 5,016.926 640.648 other Harriets Trust Narrow Boat Dane NLHF F¢ecovery Arts Council AHF Recovery funding HE Tall strUctu￿s Shaffer legacy Save th8 Whitechapel Bell Foundry campaign 1.500 60.000 11.5001 60.000 4.610 4,610 86.305 {86.3051 11,935) 1,177 17581 Total restricted funds 8.351.068 1.177 1462.6591 7,889.586 Unrestricted funds Revenue reserve 317.704 428.822 1658,0841 {5,2461 24,174 107,370 Total funds of the charity 8,668,772 429,999 1658.0841 I467,￿)5) 24,174 7,996.956 RE.FORM 31. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 Harrievs Trust funding is lo fund research into "Family, household and work in Burslem and the Polleries" The Narrow Boat Dane restricted reserve represents the valuation of Dane when it wa5 gifted to Re-Form Heritage NLHF Recovery funding is Covid-19 pandemic recovery funding made available by the Nab'onal Lottery Herftage Fund lo enable a review and refresh of Re-Form Heritages strategic and operational plans in lighl of the post pandemic operab'ng environment. Arts Council funding is for"IAeeling Point. an Arts Council England funded national programme which presents athorks in unexpected places. AHF Recovery funding is for the creation of a virtual factory lour of the Burgess and Leigh factory at MiddleF)Ort Pottery. HE Tall Structures is funding received from Historic England for the employment of specialist heritage skilled trades In the ongoing maintenance of the chimney and other tall structures on the Middleport Pottery Sile. The negative reseNe position was cleared by the receipt of further funding from Historic England after the year end. The Shaffer legacy is a restricted fund as the prcteeds of the legacy may only be used for capital projects. Al the year end the Save the Whilechapel Bell Foundry campaign restricted reserve was temporarily in deficll due to the timing of the receipt of donations and expenditure_ 32. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 statement of Funds Icontd) Group 1 st Aprll Incomlng 2021 resources Expenditure Depreciation Transfers 31st March 2022 Re5triGted fund5 Heritage asset$ Harper Street Middleport Pottery Old Duchy Palace 749,487 1,521,856 5.625.281 750.794 187.5791 2,183.764 5.311.103 705.721 1314. 1781 145.073) Other Harriets Trust Narrow Boat Dane NLHF Recovery Arts Council AHF Recovery funding HE Tall Structures Shaffer leg8Cy Save the Whitechapel Bell Foundry campaig 6,000 60.000 2.127 12.000 3.090 119.9451 100.000 14.5001 1,500 60.000 32.916 134.5631 17.3901 110,5651 {4801 4.610 7.400 6.250 75 13.695 {13.6951 86.305 {3.342} 1.407 11,9351 Total restricted funds 7,285,492 1,569,829 1144,5971 1359,251) {4051 8,351,068 Unrestricted funds Revenue reseTV8 255,289 508,163 1559.3091 {4.3541 405 200.194 255.289 508.163 1559,3091 14,3541 405 200,194 Total runds or ihe group 7.540,781 2,077.992 1703.9061 1363.605) 8.551.262 Charity Restrlcted funds Heritage assets Harper Street Middleport Pottery Old Duchy Palac8 749,487 1,521,856 5.625.281 750.794 187,5791 2,183,764 5.311.103 705.721 1314. 178) 145.073) other Harriets Trust Narrow Boat Dane NLHF Recovery Arts Council AHF Recovery funding HE Tall Structures Shaffer legacy Save the Whitechapel Bell Foundry campaign 6,000 60,000 2,127 12,000 3.090 119,9451 100.000 14,5001 1,500 60,000 32,916 134.5631 17,3901 110.5651 {4801 4,610 7.400 6,250 75 13,695 {13.6951 86.305 13,342} 1,407 11.9351 Total restricted ftjnds 7.285.492 1.569.829 1144.5971 1359.251) 14051 8.351.068 Unrestricted funds Revenue reserve 323,001 459.221 1460,5691 14,3541 405 317,704 Total funds of the charity 7,608,493 2,029.050 1605,1661 1363,6051 8,668,772 RE.FORM 33. NOTES TO THE ACCOUNTS Re-Form Heritage Notes to the Accounts For The Year Ended 31st March 2023 12 Reconciliation of cash flows from operating activities Group 2022 2023 Net income {expenditure) for the reporting period {566.4491 1.010,481 Adjustments for Depreciation charges Decrease Ilncreasel in stocks Ilncreasel in debtors (Decrease) Increase in creditors 467.905 1,055 199.366 {221,3641 363,605 3,023 {4,867) 76,033 Net cash provided by operating activities {119,4871 1,448,275 Analysis of cash and cash equivalents Cash in hand 48,856 270,334 13 Related Party Transactions There have been no other related party transactions that require disclosure other than transactions wilh the subsidiary company, Re-form Heritage Trading Ltd, as set out below= 2023 2022 Staff costs Licence fee 60,187 25,000 59,351 25,000 34.