&1 Companies House Battersea Arts Centre Annual Report and Financial Statements 31 March 2024 Cornparsy Limlted by Guaiantee Reg15tration Numbei 01569115 IEn8lind ond walesl Charlty Re815tratlon Number 282857 ARTS COUNCIL ENGLAND Wand5KYth *ADFR88HS• 1211112024 COMPANIES HOUSE A16
Contents Reports Reference and administrative information Chalrfs revlew Artistic Director & CEO review Trustees. report Independent auditor's report an the financial Statements 19 Flnancial statements ConsolSdated statement of financial actlvities 23 Comparative consolidated statement of financial activities 24 Balance sheets 25 Consolidated statement of cash flows 26 Principal accounting policies 27 Notes to the financial statements 31 Battersea Arts Centre
Reference and administrative information Trustees Cllr Sara Apps Rachel Bagshaw Christopher Cabot Rachel Coldicutt (resigned 16 November 20231 Marsha Oe Cordova, MP Li2 Fosbury Ichair Finance Groupl Alison Ganna8e-Stewart Anu Girl Malik Gul Patrick Harrison (Chair Enterprises Board) Henrietta Imoreh Iresigned 17 July 20231 Claudia Kenyatta lappointed 17 July 20231 Ichèirl Justin Shinebourne (resigned 17 July 20231 Susie Thornberry Chief Executlve Offlcer Tarek Iskander Company se¢retary Amyvaughan lappointed 22 September 20221 Charlty re8lstratlon number 282857 Company re8iStratlon number 01569115 Reglstered address Battersea Arts Centre Lavender Hill London SWII STN Audltor Buzzacott LLP 130 Wood Street London EC2V 6DL 8anker$ Lloyds Bank 25 Gresham Street, London EC2V 7HN Solicitors Osborne Clarke One London Wall Barbican London EC2Y SEB Battersea Arts Centre I
Chair's review 31 March 2024 Chairfs review On behalf of the BAC Trustees, I'm deli8hted to present the 23/24 Trustee report. Over the past year, Battersea Arts Centre has held true to its vision as a home for the extraordinary, and to our motto 'Not for me, Not for you, But for us.. In the first year of our new five-year business plan, we have developed and delivered a year of exciting, innovative and Inspirin8 activity. Audiences topped 25.000 this year with attendance holdlng steady at 73% for our unique and contemporary programmlng whlch is a number we're really proud of. we have continued to make real our international ambitions through our public programme and creative development work via exchange programmes like Scene Chan8e and the Horizon Showcase., we have developed and supported a ran8e ofexcitin8 youth work throu8h our NextGen programme with the Beatbox Academy premiering Pied Piper with BAC ahead of a successful national tour; and we hove remained an accessible and active community partner through our Community Hub and Garden initiatives. Alongslde these achlevements, this past year has held real challenges. We are hugely grateful to the Arts Council and to the London Borough of Wandsworth for their ongoing support. but fundin8 remains a significant challenge as it does for many cultural organisations. Over this past year the Battersea team has continued to make best use of the commercial potential of our building, while remaining open and accessible to our communities and our users, and has improved our development and fundraising capabilities. with a range of exciting potential new partnershlps and collaboratlons In developmeni for the future. In thls challengin8 context. we are partlcularlv proud to have remained committed to our Pay What You Can scheme, ensuring that Battersea's offer remains ffordable and accessible. As we look ahead to 2024125 there is much to look forward to. Battersea's 50th blrthday in Autumn 2025 is an opportunity to brin8 together friends, partners and supporters, old and new, to reflect on the history and achievements of this amazing place and to share our ambitions for the future. Battersea is looking fonmard to playinga full and leading role as Wandsworth becomes London Borough ofculture 2025. And we are developing excitSn8 Capltal plans that wlll help to ensure that Batter5ea's historic and important home is fit for the future. The achievements of the past year, and our future ambitions, are made posslble by the hard work of the fantastlc 8attersea team. under the leadership of Tarek and his colleagues, and by the stron8 and effective partnership between the Battersea executive and Board. l am extremely grateful to all of them and look forward to worklng together in the year ahead. Claudia Kenyatta. Chair 8attersea Arts Centre 2
Artlstlc Dlrertor & CEO'S review 31 March 2024 Artlstic Dlrector & CEO'S Review In 23124 BAC solidified its role as an important international hub for international creative exchange. Some of the world's greatest talents like Milo Rau, Miet Warlop and sonya Lindfors brought their work to our stages and insplred local artists and audiences. In lurn BAC contlnued to host work by some of the UK'S most excltin8 talents like rim Crouch and Actlon Hero and, vi3 our co-leadershlp of the Edinburgh Horizon showcase, has helped manv of those artists to tske their work abroad. And, between our unique Pay What You Can ticket pricing, and relaxed performances, our programme has been one of the most accessible, as well as diverse, in the country. In the meantime, our youth programmes have continued to thrive. Our Young ProdLtcers curated and delivered another fantastic 'Home8rown Festival, our Beatbox Academy took their new show on a national tour, and our Dance Academy partlclp3ted in events all over the capital. Plus, our unlquely beautiful spaces contlnued to provide hire-char8e-free space to Ioc31 voluntary and charitable groups who make a vital contribution to our most under-seNed communitles. All this great work has been achieved against an exceedingly difficult financial backdrop. Like all cultural organisations we have grappled with rampant inflation and skills shortages alon8side flat subsidies and an unprecedented fundralslng cllmate in terms of dlfflculty. We have partly closed thls gap through some new corporate partnerships, and improved performance of our vitsl Enterprises businesses. But the outlook remains challen8ing. so we are also puttin8 in much effort and investment in systems upgrades and staff development, to ensure we are as efficient as we can be. The Eood progress of this work, the strength and talent of the BAC team and our strong local and national partnerships, makes me confident we can navigate these tricky waters with aplomb. Tarek Iskander, Artistic Director & CEO Battersea Arts Centre 3
Trustees, report 31 March 2024 TRUSTEES ANNUAL REPORT The Trustees, who are also referred to as the Board of Management and are the directors for the purposes of company law, present their report together wlth the financial statements of 8attersea Arts Centre for the year ended 31 March 2024. The report has been prepared in accordance with Part 8 of the Charities Act 2011 and constitutes a directors, report for the purpose of company le8islation. The financial statements have been prepared in accordance with the accounting policies set out on pages 2727 to 2930 of the attached financial statements and comply with the charitsble company's memorandum and articles of association, applicable laws, the Charitie5 Act 2011 and Accounting and Reporting by Charities: Statement of Recommended Practice applicable to charities preparing their accounts in accordance wlth the Flnancial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 1021. OBJECTIVES AND AcfiviTIES About Battersea Arts Centre BAC has been a Home for the Extra.Ordinary for over 50 year5. transformlng the lives of countle55 Indlvlduals and their communities. The positive ripples are felt locally, nationally and internationally, We invest in ground-breaking arts and creativity. working with the kinds of people and creative ideas that can relmaglne what is posslble.. the kind that can insplre positlve chan8e for both indlviduals and communitles We collaborate with extra-ordinary people who are often under5erved or iBnored by others. This is because we believe these ground-breakin8 artists. young people and communities are the best source of the bold new ideas we need to can inspire us all. We live by the old town hall motto, inscribed on our beautiful building.. 'Not for me, not for you. but for us,. This Is our 8uidin8 principle, our code of conduct, the pole star for everything we do. Our aim 15 to always work compassionately, collaboratively, and generously with others.. for the greater benefit of everyone. We thank all our funders and supporters. Special note of thanks goes to Arts Council England, who support us with core fundlng as a National Portfolio Organlsation. A special note of thanks also goes to our landlord Wandsworth Borough Council who have this year extended our lease until 2035 at a peppercorn rent which 15 vital to our ongoSn8 resillence and delivery. Batter5ea Arts Centre's Purpose Vlsion.. BAC is a home for radical artlstic ideas. We believe in the power of performance and collective imaginatlon to spark p051tive change.. Not for you. not for me, but for us. Mlsslon • We host welcomlng and inclusive spaces where communities. artists and audiences can connect, collaborate, and be creative. • We give people the resources to develop artistic ideas and creative practices that are bold and unconventional. • We share and amplify 8round-breakin8 perfomiance and programmes. locally. nationally and Internationally. Battersea Arts Centre 4
Trustees, report 31 March 2024 OBJECTIVES AND AcfiviTIES Icontinued) Princlples • We set standards for how we interact with people, so that everyone is treated with care and respect. • We actively work to break down barriers to access and inclusion In the performin8 arts. • We are consistent and or8anised in the way we do things. so that creativity can thrive. • We consider deeply the social and environmental impact of our actions. • We make time to reflect and learn from everythin8 we do. Our main aims in achieving this purpose are listed below, alon8 With the strate8ies that were adopted to achieve them.. Developlng and staglng Innovotlve and enqoglng theatre • Supportin8 live theatre that is boundary-breaking and creates new hybrids. To develop work where the relationshlp between artist and audience is authentic, open and honest, allowin8 people to find space for themselves and their imaginations. That IS an agent for change and asks questions of our world and space. • Glving artists a platform to develop work. • Cultivating and supportin8 the creative relationship between producers and artists, promoting the role of the artist in society locally, nationally& internationally and virtuallyi and creatin8 an international and vlslonary famlly of theatre-makers resident at Battersea Arts Centre. Supporting people'screotlvlty, confidence anddeveloplng the skilh andcopabllity to make thelrldea5 a reolity • Workin8 wlth local young people In pro8rammes facilitating thelr development of idea5 and 8ivin8 platforms to share and showcase their skills and capability. • Inte8ratin8 our participation and artist development pro8rammes to ensure that artlstlc capabillty is shared and a new 8eDeration of artists created. Encouragin8 attendance by new participants, audiences and artlsts from a diverse ran8e of backgrounds throu8h proactive outreach. partnership working and maintsinin8 a varied programme. Extendlnq the reoch and ImpactoAour work to varled audlences ond benelklarles • Tourin8 our productions to a wide ran8e of national and international audience5 and sharing work online. • Delivering projects in collaboration with national partners to explore creative ways of workin8 Wlth their local community and sharing our models of working through co-operètion with national organisations and collaborative programmes of mentoring. skills sharing and support. • Delivering ground-breaklng artistic work digitally and via television to reach people across the UK and the globe. Battersea Arts Centre 5
Trustees, report 31 March 2024 OBJECTIVES AND ACTIVITIES Icontinuedl Principles Icontinuedl Creote o wekoming environment in which the local communlty ond dIvee vlsltors con come together • Celebrating the local heritage represented by our Grade Il*115ted old town hall. ImprovSng access to our bullding and programmlng accesslble performance5 and events that are slgned, captioned or relaxed-and building on our commitments as 3 Relaxed Venue. STRATEGIC REVIEW OF THE YEAR Creatlve Actlvlty Publk Proqrumme In 23124 there were a total of 17 shows resulting in 200 performances. This includes 6 international shows co- presented with partners includlng Shubbak and Dance Umbrella Festlvals, bulldin8 takeover, co-created show with young people and 4 BAC commissions. Across the pro8ramme, 25,944 audience members experlenced the productions, and 33% of those came from local postcodes, 38% from wider South London, 23% from the rest of London and 6% nationally. Total tickets sales translate as 73% of the total tlckets available which Is a very healthy avera8e capacSty. BAC has a KPI to programme at least 40% Global Majorlty and 20% Disabled Artists every year. This year we reached 41% and 23% respectively. Hl8hll8hts of the 23124 year Include: As one of the pioneerin8 theatre directors in Europe, Mllo Rau brought their award-winnin8 piece Hate Radlo to BAC between 19-22 Aprll after tourln8 more than twenty countrle5. Twenty-nine years on from genoclde in Rwanda, the production reconstructs a radio broadcast from RTLM whlch played a crucial role in sparking genocide by using eyewitness accounts, studies, and reports of real-life events during the genocide against the Tutsis in Rwanda. This incredible piece was sold out at BAC, and was very much welcomed by Rwandan audiences and human rights organizations. Co-presented with Dance Umbrella. BAC presented One Drop on 19 and 20th October by award-winning Cameroonian-Finni5h choreographer Sonya Llndfords exploring power. representation and Black body politics. This production, similar to BAC'S New Dimensions commissioning programme with partners. was coproduced by A Big Pulse Dance Alliance funded by Creative Europe aimin8 to support scalin8 up of the artists. One of highlights of the Autumn 2023 season was the presentstion of One Song by Miet Warlop between 24-26 October in Grand Hall. The show, exploring ritual about farewell. life and death. hope and resurrertion, has been chosen bythe New YorkTimes as one of the best performances of 2022. One Song was co-presented by BAC3nd Transform in Leeds, supported by Arts Council England and the Embassy of Belgium. As part of the project, we have established an informal UK network of venues and festivals for advocacy for internationalism. increasing the number of incoming mid-scale international performances and audience development for international work. Battersea Art5 Centre 6
Tru51ee5' report 31 March 2024 STRATEGIC REVIEW OF THE YEAR Icontinuedl Creatlve Development In 23124, as part of the growing Creative Development programme, BAC commissioned 6 artists14 of them dlsabled artists), and 33 weeks of spaces allocated for artists residencies. Out of 17 shows in the programme, 3 were commissioned by BAC previously including Krishna Istha, Oozing Gloop and Flgs in Wigs. All those works premier toured in the UK and intemationally after performing at BAC. Pled Plper- a hip-hop family music31, emerged from BAC'S Beatbox Academy and was a BAC co-production with rodlum premiered at BAC and toured to Gulbenki3n after 8AC as part of longer tour. BAC5 Support for local artists to internationa115e their practice ha5 been one of the key objectives of Creative Development. BAC'S Scene Change Ilnternatlonal Exchan8e Programrne} supported Krishna Istha and Jenni Jackson to travel to two international festivals In Amsterdam and Belgium, meet with thelr peers. see and dlscuss international works in those festivals. Internatlonal Programmes BAC also continued to be a 5ector-leader by dellvering large scale projects wlth partners across the UK and Internationally. These included: Horlion Together wlth a consortium made up of Flerce, GIFf. MAYK. Transform, and Dance4, BAC led the final year of the Horizon Showcase, England's first national showcase at the Edinburgh festival. 2023 was the third year of the project and the second live year 12021 online) and featured artists such as Acllon Hero, Bullya¢he, Raquel Me5eguerZafe, Rayyoung andJavaadAllpoor. 43 delegates from around the world attended to see the work and engage in the networking activity. Youth & Communlty Pioqrammes BAC continued delivering deep engagement activities with local youn8 people and community groups. Next Gen is our youn8 people's pro8rammes and Town Hall 15 our communities offer. Next Gen Next Gen is a collection of projects aimed at young people111- 291 with the Intention of offering free, accessible and high-quality creatlve provlslon to anyone who Is interested. BAC Academles The Dènce Academy and Beatbox Academycontinue to go from strength to strength. Free to access and focused on high quality creative development for all levels, the young participants are given opportunities to develop and improve their performance skills. In total these programmes delivered 280 sessions of activity to young people over the year. Membership ranges from 25-30 in each academy, is hyper local {within I mile), and 55% global majority. Data on disability in these groups is currently unavailable. The Beatbox Academy. now in its 10 year. a150 developed and toured Pied Piper- A Hip Hop Famlly Musical which saw someofthe ori8inal Academy members, now professional performers themselves, takin8 to the sta8e and heading off on a 6-week national tour. Battersea Arts Centre 7
Trustees, report 31 March 2024 STRATEGIC REVIEW OF THE YEAR Icontinuedl Youn8 Producers The Young Producers are our annual cohort of young people with a specific passion for producing and an idea that needs support. The cohort goes through a 12-week development programme culminating in a festival of their work which takes over BAC for 3 week. This year's cohort produced 14 event5 and attracted an audience of 268 people. 45% of tlcket buyers were under 35. The Agency The Agency supports young people aged IS-25 from local housing eststes to create their own CIal enterprises that benefit their communitie5. This year the prolect operated In two new locations Chester and Belfast - as well as Its current deliveries in Manchester, London and Southampton. A total af 89 38ents were recruited, 68 pitched their prolerts to panels, and 22 moved on to Cycle 2 where their projects are funded to start up. This year's London cohort, for whom BAC are the delivery partner, were all from Wand5WOrth and 89% global majorlty. Town Hall Projert The Town Hall Project enable5 local groups and organisations to access space at 8AC to hold re8ular communlty activity or one-off larger events. It does this primarily through three schemes: Community Partners, Community Hires and the Community Garden, Communlty Partners Funded by a £IOk grant from the Wlrnbledon Foundatlon to cover core costs. the Community Partners scheme saw 4 local groups - Homestart Wandsworth. 575 Wandsworth Road (Natlonal Trust), Hope in the Heart and Baked Beans Charlty - given free weekly space and operational support to run creative activities, events and workshops for the local community. Over the course of 23124, average footfall for Community Partner activities was 300, with the Partners offered 250 hrs of free space at BAC to run thelr projects (the scheme began in September 2023, $0 for half of 23124 only). Comfflunty Hlres Whilst income from commercial hire of the Grand Hèll continues to play a huge role In the flnancial health of the organisation, it is important that access to the Grand Hall - and other spaces in the building - continues to be made available to the lacal community. To facilitate thi5, we offer o minimum of Ix in-kind hire of the Grand Hall per month to organisatlons planning lar8e-scale community actlvlties. In 23124 this included Open Iftar. Sana Fest and Klnetlka Bloco. Applications for these hires are reviewed and approved by the Creative Partners Group made up of Artists, Youn8 People and Community representatives. Across 23124 we held six Grand Hall Community Hires, with an avera8e attendance of 300 per event and an opportunity cost of £57k, alongslde 12 ad-hoc community hires across the building.. CommunltyGarden The garden is open to the community through a series of gardenlng workshops this project continued to offer outdoor social activities for local people, and is now maintained with the help of local volunteers. Battersea Arts Centre 8
Trustee< report 31 March 2024 STRATEGIC REVIEW OF THE YEAR {continuedl Intluslve Prartlce BAC has invested in the development of an Inclusive Practice strategy during 23124, that will be implemented from 24125 onwards. Our ambition is to become è radically inclusive organisation, which means challenging and developing our practices, policies and procedures right across the business, as well as continuing our commitment to removin8 barriers to access. This strategy is built on long term commitment5 to existin8 models. Pay What You Can As part of our contlnued commitment to access, the Pay What You Can scheme continued throughout this year and was applied to all our contemporary performance pro8rammin8. Avera8e ticket yield was £11.68 where the average recommended price would be £14.00. Relaxed Venue BAC has continued to implement a Relaxed Venue methodology across its public programme strand. Relaxed Venue is a provision for audlences that strives to ensure no-one feels excluded from our spaces. A team Is in place dedicated to SUPPOrtln8 incomlng artists to work with BAC in achievin8 Its ambitions in relètion to thls. Rlsk Management The Rlsk Mana8ement model captures the bl88e5t risks facln8 the or8anisatlon usln8 a project management structure: • All activlty at BAC is dellvered wlthln a Project Structure which comprises three strategles containlng a range of individual projects • Each project has a dedicated 'Shaper' who is accountable for capturing risks within a project workbook and reviewin8 It on an ongolng basls with a wider project team • Every month the Director led Strategy Groups convene and review risk acr055 all projects that sit wlthin their Strategies • Every quarter the Strategic Director5 meet to review Risk and Mitigations across the full projert structure and sign off the Risk Re8lSter report The Executive Dlrector also maintalns a Resource Risk Register which captures overarching capacity, financial and personnel risk that may not be highlighted through the project structure This risk register goes to 8AC's Board of Trustees at quarterly Board meetings. Trustees implement the risk management strategy that comprises: • A review of the risks which the Charity may face • Ensurin8 flt-for-purpose systems and procedures are established to mitigate rlsks • Implementing procedures designed to minimise any potential impart on the Charity should those risks materialise. Battersea Arts Centre 9
Trustees, report 31 March 2024 STRATEGIC REVIEW OF THE YEAR Icontinuedl Ilisk Management The main risks bein8 managed concern the ongoing financial health of the or8anisation and pro8famme risks, the key areas are: • Financial climate and impact on fundraising There are ongoing financial sustainability pressures in fundraisin8 both from institutions and individuals ès economlc pressures contlnue to be felt across the board which is not anticipated to improve so is mitigated through a robust and diverse fundraising strategy. • Income generation from commercial activities securing customers. Income from the events and catering is dependent upon • Commercial business contribution remalns essential to the orgènlsatlon's long-term financial stabillty. Whllst currently buoyant, the flnancial cllmate remalns volatlle and could impact future buslness. Sustalnablllty and 8ulldln8 Malntenance - BAC Is a Grade11 Ilsted building which makes cllmate actlon measures challenging as the building is so complex. Maintaining BAC5 fabric and built infrastructure is a key priority a5 the buildin8 is a key asset for the or8ani5ation. Fundraising for future capltal works and scopln8 the works to incorporate sustainability will be essential activity for the future. Volatile energy prices put further pressure on the importance of maintaining the building to the hlghest level to reduce unnecessary exposure to increased prlces. Flnan¢lal ievlew The Charitws total net position, including the results of its trading subsidiary, BAC Enterprises Limited, for the year ended 31 March 2024 amounted to a deflcit of £2.105m12023 - net deficit of £1.826ml,' 23124 was a full vear of tradin8 at capacity. This consists of £818k12023 - £278kl on Restricted Funds. a Designated Capital Fund movement of £954k12023 - £1,002kl and a General Fund defSclt of £333k.12023 £545kl. The Board of Trustees continued to maintaln an agile governance arrangement to ensure a responsive and focussed strategy to the ongoing challen8in8 circumstances, includin8 allowing the business model to shift and both the allow the tradin8 subsidiary to 8enerate additional income to support the pressures the Charlty faces and t3r8etln8 all8ned restricted fundlnB which allevlates General Fund expenditure. Flnancial reports are produced for the Charlty monthly for Intemal review,. these are presented to the Flnance and Audit Committee and the Board of Trustees quarterly who continue to discharge their statutory responslbilities as ultimate declslon makers. All Financial policies were revlewed and signed off by the Finance and Audit Committee in year Includin8 Procurement, Expenses, ReseNes and Remuneration and Annual Pav In 23124 It was a8reed the or8anisation would operate at a deficit usin8 the reserves. The Board agreed levels of combined available reserves of £500k, those reserves consisting of unrestricted and designated capital reserves. Throughout the 23124 flnancial year at no point did the charity hold below the reserves target authorised by the Board of Trustees. Battersea Arts Centre 10
Trustees, report 31 March 2024 STRATEGIC REVIEW OFTHE YEAR Icontinuedl Flnanclal revlew Icontinuedl The 23124 financial year continued to present some challen8es to the Charity across areas of its tradin8 and delivery with inflationary pressures increasin8, but robust financial controls and quality of financial information have enabled the Ch3rity to mitigate risk and continue to achieve against financial targets and retain 3 strong level of reserves appropriate to operate as a going concern. Income Total income for the Charity amounted to É4.28m12023 £4.73 ml which was a £1.06 million decrease from 2022123. this income wa5 all gener3ted from the Charitrfs core activities. Grants and Donatlons Grants and donation5 represented 49%12023- 55%) of the Charltvs total income In 23124. Of the total of £2.11 million12023 - £2.59 million) generated in the year, funding received from ACE NPO grant of £706,66512023 - £706,665) remains Battersea Arts Centre's single main source of voluntary income. Wandsworth Borou8h Councll contlnues to provlde Battersea's Old Town Hall as a home on a peppercorn rent until 2028, worth an additional £150,000 of support in kind. We have also been successful in ralsin8 funds from many other sources to fund the Charity's charitable actlvities and theatre projects. Earned Income from theatre and arts cenlre activities Income from charitable activities increased: total earned income amounted to £421,80112023 . £397.2811 of which £213,927 {2023 - £228.8871 wès generated through admisslon fees with the Charity contlnulng to operate a 'Pay What You Carb, scheme on ticket income. Earned income from other activities BAC Enterprises Limited. Battersea Arts Centre's trading subsidiary geneiated a turnover of £1.70 million12023 £1.72 million). An overall proflt of £S93,83212023 - proflt of £531.1391 was achieved which reflects the organisations agility and responslvene55. wlth 39% of the Charity's turnover conlributed by BAC Enterprises limited compared with 36% in 2022123. Expenditure The Charltlls total expenditure was £6.39 mllllon (2023 - £6.60 mlllionl whlch was a decrease of £0.21 million on 22123. £5.3 million of total expenditure related to the Charitvs core artivities12023 - £5.4 million). £954k of the total costs arose from expenditure wlthin the Charity's designated and restricted capital funds. being depreclatlon and other building development costs. Within the costs of charitable activities, support costs decreased to £3.2 million12023- £3.3 million),. of which £954k related to the depreciation charge in the year. Battersea Arts Centre 11
Trustees, report 31 March 2024 STRATEGIC REVIEW OF THE YEAR Icontinuedl Balance sheet posltlon at 31 March 2024 The Charity reduced its balance on unrestricted general funds to £280.62412023 £761,451) and reduced its designated c3pit31 funds to £17.597,46312023- £18,403,280) through depreciation of the building assets and a brought forward designated fund correction of £148.278. The latter was designated spe¢ifScally for spend on restoring our building and operations after the fire, now represented by the carryin8 value of fixed assets and a buildin8 reserve fund of £276,859 as at 31 March 2024. Restricted funds decreased to £1,366.047 (2023 £1,366,047). Cash holdlngs decreased to £1.431m12023 - £2.678rn) reflecting the deficit in the profit and1055, Reserves pollcy Battersea Arts Centre's reserves policy reflects the organlsatlon's an80in8 wlsh to strlke a balance between four financlal objectives: To ensure consistent financlal stsbility and going concern To allow for calculated real-time responses to opportunities and investments. To ensure cash fluldlty whllst undertaking large and complex projects. To have the ability to respond quickly to building related issues throuBh a designated capitsl fund. The Trustees reviewed the policy in March 2024 In Ilne wlth the operational guidance CC19 (Charities and Reserves) issued by the Charity Commission. and confirmed the following objectives: To establish a General Fund reseNe to malntaln flnanclal stability on an on-goin8 basis in the event of shortfall in income or unexpected operating expenditure,. To establish a Desi8nated Capital Fund to ensure that sufficient money Is set aslde so that Battersea Arts Centre is able to meet any major maintenance cost5 not likely to be able to be met out of income if and when they arise. To ensure that the charity had ample funds to pay each arbd every creditor if the charity did not meet the requirements of going concern, allowing it to wind up with no outstandin8 financial commitments. The Trustee's aim is to maintain a minlmal level of available funds, consisting of unrestricted general funds plus desi8nated funds, of wind up costs1£500,0001. At the year end. £249,000 was held in desi8nated capital resee$ for unforeseen post capital work expenditure as warranties become end of life. Wlnd up costs in March 2023 were recalculated at £482k therefore it was agreed that should the available reseNes look to drop below £SOOk between April 2023- March 2024 the trustees should be notified. The balance of these combined reserves t 31 March 2024 was £530,44212023-£761,4511 and ofunrestricted reserves was £249,81812023- £276,859). Battersea Arts Centre 12
Trustees, report 31 March 2024 PLANS FOR THE FUTURE BAC has been a Home for the Extra-ordinary for over So years. transforming the lives of countless individuèls and their communities. The positive ripples are felt locally. nationally and internationally. Our eusiness Plan for 2023 2028 sees us dellverlng projects that wlll further strengthen 8ACs position in the local, national and international landscape for cultural venues. We intend to ensure we are.. the 80-to cultural space In the UK to make and experience boundary-pushing work a role-model on how young people can be empowered to realise their creative potential a world-leading authority on access & inclusion in the arts • home to the most distinctive events space in London meaningfully demonstrating social and environmental change Our Buslness Plan has 3 Strategles: Creatlve Impact Commercial Enterprises Continuou5 Improvement Creative Impact: The Creative team run all activity that directly impacts on our beneficiaries: Artists, Youn8 People and Communltles. Thls strategy ensures these projects have clear KPI'S that are focused on our ambltlons to be an International hub, and remaln wholly accesslble to those who are often underrepresented In our industryi participants and audience5 Commerclal Enteiprlses.. The tradin8 subsidlary. BAC Enterprise5, Is vital to BAC'S resllSence and has been a source of financial strength throughout the last 3 years. Investment in this side of the organisation focuses on the Grand Hall Events, Buildin8 Hires and the Bars & Caterin8 business with the expectation that acr05S the next 3 financial years it returns a year-on-year increased contribution to the Charity. Contlnuous Improvement.. This strategy focuses on the resilience of the organisation and its ability to respond proartively to external challen8es. Thls strate8y focuses on Artificial Intelligence. Dèta and Evaluation. Cllmate Action. Footfall and Workforce Diversity, as well a5 3 continued commitment to accessibility through a new Inclusive Practice plan. Capital Ambitions Looking ahead, BAC will move more actively into a planning phase for a major capitol redevelopment. Ambitions include a radicol new approach to access, introducing Al into the building and upgrading the venue to be less impactful on the climate. moving toward net zero in line with local Strategic plans. Battersea Arts Centre 13
Trustee< report 31 March 2024 STRUCTURE. GOVERNANCE AND MANAGEMENT Constltution Battersea Arts Centre IBACI is a company limited by 8uarantee and a registered Charity. It is governed by its Memorandum and Articles of Association dated 19 June 1981. amended by special resolutions dated 30 November 1981, 19 July 1982 and revised 28 May 2004 to allow the Charity to eng38e with wider art forms, to permit its activities to benefit the public beyond the UK, and to allow for current 60vernan arrangements,. and 25 February 2009 to permit the Directors to deal with confllcts of Interest, to modernise communications methods and to increase the maximum number of Trustees from IS to 20 in recognition of the additional expertise required to fulfil the Charlty's new lease responsibilities. New Articles of Assoclation were approved by the 8oard on 12 July 2018 which updated the Articles to reflect ihe organisation's development as a clvlc space. The terms of office for Trustees was also altered from five years to three years. The member5 of the Company are the members of the Board of Management and also the Trustees of the Charity. Each agrees to contribute £1 in the event of the Charity winding up. Organlsatlon The business of the Charity is supervised by the Board of Trustees, which meets four time5 each year. or more frequently if required. Battersea Arts Centre's Board has four formal sub-committees, each with an annuallv reviewed terms of reference., Finance and Governance Committee {chaired by Liz Fosbury) Enterprlses Board Ichalred by Patrlck Harrlsonl Development Committee {chaired by Christopher Cabot) Creative Partnerships Group (chaired by Rachel Bagshawl The Trustee5 review and approve the Charlty's main policies and strategic objectives, and delegate the day-to- day management and operation of the Charlty to its salaried staff. Decisions on remuneration for key management personnel are taken by the Finance Group, based on advice from the Executive Board and takin8 Sector norms into account. The Artistic Director & Chlef Éxecutive, Tarek Iskander, is a salaried member of staff appointed by the Trustees. The organisation is managed by the Directors which consist of the Artistic Oirector & CEO, Executive Dlrector & Deputy CEO (Amy Vau8han}, Commercial Director (Catriona Guthrie) and Director of Finance ILizzie 8all}. Reerultment and appolnlment of new Trustees As set out in the Article5 of A550ciation, the Chair of the Board of Management is elected by Its members and presides as Chair at General Meetings of the Charity. Under the new articles of association there are a maximum of 16 Trustees elected to the Board of Mana8ement at any time, with an intention to hold this number at around 12. Trustees appointed in this way are elected as members of the Company at the subsequent annual general meeting. Trustees are obliged to resign every three years but are eligible for re-election if willing, up to maximum of three terms, but ideally no more than two. Representatives of Arts Council England recelve copies of Board papers and attend one meeting annually but do not serve as Trustees. When considerin8 appointin8 new Trustees, the Board has regard both to the or8anisation's need for any specialist skills and to the diversity ofthe Board's membership. Batter5ea Arts Centre 14
Trustees. report 31 March 2024 STRUCTURE, GOVERNANCE AND MANAGEMENT Icontinuedl Induction and training of new Trustee5 New Trustees are invited to a welcome briefing by key members of staff. An information pack is sent to all new Trustees, including the Charity's Memorandum and Articles of Association. recent audited and management accounts, the busine55 plan, minutes of recent Board meetin85. a full list of the members of the Board and its subcommittees. and the Charity Commission's information on Responslbilities of Trustees. Fundrai5iThg prattSces The Charity aims to achieve best practice in the way In whlch It communicates with supporters. It takes care with both the tone of its communications and the accuracy of its data to mlnimise the pressures on supporters. The Charity is registered with the Fundraisin8 Re8ulotor and adheres to the Code of Fundraising PractSce. It applies best practice to protect supporters, data, it never sells or swaps data with other orgènisations and ensures that Its communication preferences can be changed at any time. The Charity manages Its own fundraising activities and employs the services of professional fundraisers from time to tlme. The Charity undertakes to react to and Investigate any complaints re8ardin8 its fundraising activities and to learn from them and improve its setvice. During 23124, the Charity received no complaints about its fundraising activities. THANKS Thank you to all the followlng trusts and foundations, statutory and corporate funders and Indlviduals for supporting activity in 23124.. Andor Charltable Trust Arts Council England Battersea United Charities Bloomber8 Philanthropies Brltlsh Council Chr15tina Smlth Foundatlon Cock3yne-Grants for the Arts: a donor advised fund held at The London Community Foundation John S Cohen Foundation Department for Di8ltal, Culture. Media & Sport Esmée Fairbalrn Foundation Fidelity Foundation Finnis Scott Foundation Garfield Weston Foundation Garrlck Charitable Trust International Music and Art Foundation John Coates Charitable Trust Kristian Gerhard Jebsen Foundation Leche Trust London Marathon Foundation Paul Hamlyn Foundation Portal Trust National Lottery Communlty Fund Wandsworth Borou8h Council Wimbledon Foundation Youth Music Battersea Arts Centre 15
Trustees, report 31 March 2024 THANKS I continued) Indlvidual donors and hlve members Catherine Weston Charles Bland Charles Holloway OBE Chris and Alison Cabot Chrlstopher Hall David Jubb Eric Bensaude Francesca Valli Francine Stock Henrietta Marsh Hermione Stanford Jonathan Wakeham Justin Shinebourne Patrick Harrison Rafe Offer R05alind Given-wilson Sally O'Neill Simon Hooper The Siskind Familv Stuart Ooole Corporate Partne and members Apple Bloomber8 Philanthropies Thank you also to our funders who wlsh to remain anonymous, and to all our hugely 8enerous individual supporters. Hive Members and Friends who support us every year. Battersea Arts Centre 16
Tru5tees' report 31 March 2024 STATEMENT OF TRUSTEES, RESPONSI8ILrriES The Trustees (who are also the Directors of the charitable company for the purposes of company lawl are responsible for preparinE the Report of the Trustees and the flnancial statements in accordance with applicable law and United Kingdom Generally Accepted Accounting Practice. Company law requires the Trustees to prepare financial statements for each financlal year. which give a true and fair view of the state of affairs of the charitable company and group and of the income and expenditure of the group for that period. In preparin8 those financial statements. the Trustees are required to: select suitable accountin8 policies and then apply them consistently- observe the methods ènd prlnciples in Accounting and Reporting by Charities.. Statement of Recommended Prattice applicable to charitSes preparing their accounts in accordance with the Financial Reportin8 Standard applicable Sn the UK and Republic of Ireland IFRS 1021.. make judgements and estimates that are reasonable and prudent,. state whether applicable under United Kingdom Accounting Standards have been followed, subject to anv material departures and explained in the financial statements. and • prepare the financlal ststements on the going concern basls unless It is inappropriate to presume that the charitable company will continue in operation. The Trustees are responslble for keepin8 proper accounting records which disclose with reasonable accuracy at any time the financial position of the charitable company and group 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 charltable company and the group and hence for takin8 reasonable steps for the prevention and detection of fraud and other irregularitie5. Each of the Trustees confirms that: so far as the Trustee is aware, there is no relevant audit information of whlch the charitable company's auditor Is unaware, and • the Trustee has tsken all the steps that he/she ou8ht to have taken as 3 trustee in order to make himself/herself aware of any relevant audit informètlon and to establish that the charitable company's auditor is aware of that information. This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006. Battersea Arts Centre 17
Trustees, report 31 March 2024 STATEMENT OF TRUSTEES, RESPONSIBILrriES {continuedl The Trustees are responsible for the maintenance and integrity of the corporate and financial irbformation included on the charitable company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. This report was approved by theTrustees and signed on their behalf by.. Ctsudia Kenyatta (Ocl li 014 JG.-02GMT*u Chair of Trustees Date Oct 11, 2024 Battersea Arts Centre 18
Independent audltorfs report Year to 31 March 2024 Independent auditorfs report to the members of Battersea Arts Centre Opinion We have audited the financial ststements of Battersea Arts Centre (the 'charitable parent companVI and Its subsidiary company Ithe 'group'l for the year ended 31 Marth 2024 which comprise the group statement of financial activities. the group and charitsble parent company balance sheets, the group statement of cash flows. the principal accounting policies and the notes to the financial statements. The financial reporting framework that has been applied in their preparatlon 15 opplScable law and Unlted Kingdom Accountlng Standards. includin8 Financial Reporting Standard 102 Yhe Financial Reporting Standard applicable in the UK and Republic of Ireland, (United Kin8dorn Generally Accepted Accounting Prarticel. In our opinion. the financial 5tstements: • give a true and falr view of the state of the group's and of the charitable parent company's affalrs as at 31 March 2024 and ofthe 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 wlth the requirements ofthe Companles Act 2006. Basls for oplnlon We conducted our audit In accordance with International Standards on Auditlng IUKI IISAS {UKII and applicable law. Our responsibilities under those standards are further described In the auditor's responsibilitles for the audit of the flnanclal statements sectlon of our report. We are Independent of the 8roup in accordance wlth the ethical requirements that are relevant to our audit of the financlal statements In the UK, includin8 the FRC'S Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We belleve that the èudlt evldence we have obtalned Is sufficient and appropriate to provlde a basis for our opSnlon. Concluslons relatlng to toin8 concern 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 hève not Identifled any materièl uncertalntles relating to events or conditions that, individually or collectively, may cast significant doubt on the group and charitable parent 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 respett to goin8 concern are described in the relevant sections of thls report. Other informatlon The trustees are responslble for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditorfs 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. Battersea Arts Centre 19
Independent auditorfs report Year to 31 March 2024 Other Informatlon Icontinuedl In connection with our audit of the financial statements. our responsibility is to read the other information and. in doing $0, consider whether the other information is materially inconsistent with the financial statements or our knowled8e obtained in the audit or othenwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 fèct. We have nothing to report in this regard. Oplnlons on other matters pres¢rlbed by the Companles Act Z006 In our opinion, based on the work undertaken in the course of the audlt: • the Informatlon given In the truslees, report, whlch is also the directors, report for the purposes of companv law and includes the strategic report, for the financial year for which the financial statements are prepared is consistent with the financial statements,. and • the tru5tees' report, which is also the directors, report for the purposes of company law and include5 the strategic report, has been prepared in accordance with applicable legal requirements. Matters on whlch we are required to report by emceptlon In the light of the knowledge and understanding of the group and the charltable parent company and its environment obtained in the course of the audit, we have not identified material rni55tatements in the trustees, report including the strategic report. We have nothlng to report in respect of the following matters in relation to which the Companles Act 2006 requires us to report to you if, in our opinion.. adequate accounting records have not been kept by the charitable parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the charitable parent company flnancial statements are not in agreement with the accounting records and returns,. or certain disclosures of trustee5' remuneratlon speclfied by law are not made,. or we have not received all the information and explanations we require for our audit. Responsibilities of trustees As explalned more fully in the trustees, responsibilities statement. the trustees (who are also the dlrectors of the charitable company for the purp05e5 of company lawl are responsible for the preparation of the financial statements and for bein8 satisfied thèt they give a true and falr view, and for such internal control as the trustees detennine 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 staternents. the trustees are responsible for a55essing the group'5 and the charitable parent companV5 ability to continue as a going concern, disclosing. as applicable. matters related to going concern and using the 80in8 concern basis of accounting unle55 the trustees either intend to liquidate the group or the charitable parent company or to cease operations. or have no realistic alternative but to do so. Battersea Arts Centre 20
Independent auditorfs report Year to 31 March 2024 Audltoes responslbllltles for the audlt of the flnan¢Sal 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 15 not a guarantee that an audit conducted in accordance with ISAS IUKI 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 èg8regate. 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 whlch our procedures are capable of detecting irregularities, including fraud is detailed below: • the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compllance with applicable laws and regulations,. we identifled the laws and regulètlons applScable to the group through dlscusslons wlth management, and from our knowled8e of the charity sector. • the identified lèws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit,. we considered the legal and regulatory frameworks that are applicable to the group and determined that the most significant are the Companies Act 2006. and the Charities SORP FRSIO2.. we understood how the 8roup Is complylng wlth those le8al and regulatory frameworks by making inquiries to management and those responsible for legal. compliance and governance procedures. We corroborated our inquiries throu8h our review of the minutes ol trustees, meetings and the subsidiary company directors, meetin8s and papers provided to the trustees and directors. We assessed the susceptibility of the group's financial statements to material misstatement, IDcludinE obtaining an understandin8 of how fraud might occur. bv,, makin8 enquiries of management and those charged with governance as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alle8ed fraud,. and considerin8 the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the rlsk of fraud through management bias and override of controls, we.. • performed analytical procedures to identify any unusual or unexpected relationships; • tested journal entries to identify unusual transactions; • tested the authorisation of expenditure as part of our substantive testin8 thereon. assessed whether judgements and assumptions made in determining the accounting estimates set out in the accounting policie5 were indicative of potential bias; and used data analytic5 to identifv any significant or unusual transactions and identlfy the ratlonale for them. Battersea Arts Centre 21
Independent audltorfs report Year to 31 March 2024 Audltorfs responslbllltles for the audlt of the financlal statement5 Icontinuedl In response to the risk of irregularities and non-compliance with laws and regulations. we designed procedures which Included, but were not Ilmlted to,, agreeing financial statement disclosures to underlying supporting documentation; reviewing the minutes of trustees. meetin8s; and enquiring of management and those charged with governance as to actual and potential Iltl8ation and claims. There are inherent Ilmitatlons In our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditlng standards also limlt the audit procedures required to identlfy non-compliance with laws and re8ulatlons to enquiry of the trustees and other management and the Inspectlon of regulatory and legal correspondence, if any. Materlal misstatements that arise due to fraud can be harder to detect than those that arise from error as they may Involve dellberète concealment or collusion. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reportlng Councll's website at vMw.frc.Ofg.uk/auditorsresponsibilities. This description forms part of our auditorfs report. 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 audltor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or asstsme 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. Katharine Patel (Senior Statutory Auditor) For and on behalf of Bu22aCOtt LLP, Statutory Auditor 130 Wood Street London EC2V 6DL 21 October 2024 Battersea Arts Centre 22
Consolldated statement of financial activities (including income and expenditure account) Year to 31 March 2024 Unrestricted Restritte(I Oesignated capital Total 2024 Total 2023 General Revenue Notes Income from: Grants and donatlons Charitable activSties- Theatre and arts centre operations and projetts Other tradlng actlvitles Investments 1,217,750 896,706 1,114.456 2,S96,884 421,801 4 1.700,017 44,277 3,383,84S 421AOI 1,700,017 44,277 4,280,551 397,281 1,719,95S 19,619 4,733,739 Total Income 896,706 Expenditure on: Ralsin8 funds RJ15in8 grants and donations Other tradlng actlvltles Charitable activities - Theatre and art5 centre operatlons and projetts Total expendlture 220,207 891,990 1,112,197 220.207 891,990 1,112,197 20S,073 991,995 1,197,068 6 2.604,197 3,716,394 954,095 954,095 1,715,398 1.715,398 5.273.690 6.385.887 5,362,439 6,559,507 Net (expenditurelllncome 1332,S491 (9S4,0951 1818,6921 12,105,336) 11,825,768) Transfers between funds 17 1148,2781 148,278 1480,8271 1805,8171 1818,6921 12,105,336) 11,825,768) Net rnovement In funds Balances brought forward at l Aprll 2023 Balances urried forward at 31 Marth 2024 761,451 18,403,280 280,624 17.597,463 1,366,047 20,530.778 22.356,S46 547,355 18.425.442 20,530,778 18 All of the Group'5 aCtlvltSes derbved ffom contlnulng actltIeS durln8 the above hnanclal year. The statement of financial activities includes all 8ains and losses reco8nised durlng the year. Battersea Arts Centre 23
Comparative consolldated statement of financial activities (including income and expenditure account) Year to 31 March 2023 restricled Designoted generol copitol Restricted revenue Totol 2023 Note5 Incomefrom.. Gronts ond donotions 2 1.275.072 1,321,812 2.596,884 Chorltoble ortlvltles- Theotre ond orts centre operotions andprojects Other trodinq octivities Investments 397,281 4 1,719.955 19.S19 3.411.927 397.281 1.719,955 19,619 4.733, 739 1,321,812 CDronovirusJob Retention Sche Totol In¢ome 3,411,927 1,321,812 4.733, 739 Expenditure on.. Roisingfunds Roising 9ronts and donations Other trading activities Chorltable octivltles Theotre ond ort5 centre operotion5 andprojects Total expenditure 205.073 991.995 1,197,068 6 2,760.214 3,957,342 205,073 991,995 1.197,068 5.362,439 6.559,507 1,002,237 1,599,928 1,002,237 1,599.928 Net lexpenditureJ/income (545.415) (1,002,237) {278,116J fl,825, 768) Tronslers betweenfunds Net movement infvnds 17 95.273 f95,273J 1450.142J (1.097,5101 {278,116J fl,825, 768) Balances broughtforwordot l April 2022 Balances corriedfofward ot 31 Morch 2023 1,211,593 19.500, 790 1,644.163 22.356,546 761.451 18.403,280 1,366,047 20.530, 778 18 All ol the Group's actlvlties derlved from continuSng activities during the above financial veèr. The statement of fln&nciJl acilvities includes all galns and losses recoinlsed during the year. The Charity h3$ taken advanta8e of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of financlal actlvStles in these financlal statements. The parent undertakln8'5 total Income for the year was £3,105,03512023 £3,331,8781 and its financial result for the year wa5 aloss of £2,168,29812023- a loss of £2.085,6341 Battersea Arts Centre 24
Balance sheets 31 March 2024 Group 2024 Charity 2024 Group 2023 Charity 2023 Notes Fixed assets Tan8ible fixed assets Investments 11 17,347,645 17.347,645 12 18,070,591 18,070,591 17.347.645 17,347,647 18,070,591 18,070,593 Current assets Stock 13 11,359 9.737 Debiors Cash at bank and In hand 14 8(X).226 1,431.816 2.243.401 601.486 916,139 1.517.615 584.107 2,678,429 3.272,273 432,522 1.808,154 2,240,676 Llabllitles Creditors.. amounts fèlllng due wlthin one year Nei current assets IS 11,057,126) 1.186,275 1859.0691 658,556 1812.0861 2,460,187 1245,2461 1.995,430 Non current Ilabllltles Credltors.. amounts fallln8 due after one year {108.4781 1108,4781 Tot•1 net assets 18 18,425.442 17.897,725 20,530,778 20,066,023 The funds ol ihe Group •nd Ch•rlty'. Restrlcted funds Designated capital fund Urtrestricted ieneral funds Total lunds 16 547.355 17 17.597A63 280,624 18.425.442 547,35S 17,597,463 {247,0931 17,897,725 1,366,047 18,403,280 761,451 20,530,778 1,366,047 18.403,280 296,696 20,066,023 The Charlty has taken advantage of the exemptSon allowed under section 408 of the Companles Act 2006 and has not presented its own statement of financial activities in these financial statements. The parent undertaking's total income for the year was £3.105,03512023 £3,331,878) and its financial result for the year was a loss of £2,168.29812023 - a loss of £2,085,634}. The financial statements were approved by the board of the Battersea Arts Centre, Company Registration No. 01569115 (England and Wales) and signed on its behalf by.. claud%ni31ta (Oct ii. 024 16..D? GMT•II Chair of Trustees - Claudia Kenyatta Date: Oct 11, 2024 Battersea Arts Centre 25
Con5011dated statement of cash flow5 Year to 31 March 2024 2024 2023 Notes Cash flows fTQrn operatlng activlties: Net cash used in operating activilles A {1.262,1731 165S,9991 Cash flows fvorn in¥estinq actlvities: Investment income Purchases of property, plant and equlpment Disposal of assets Net cash provlded bylused in Inve5tlng actlvltles 44,277 134,7171 19,619 123,1381 15.560 13,S191 Chae In Cash and c*5h equlvalents In the year 11.246.613) 1659,5181 Recondllatlon ol nel cash flow to rnovement In Mt funds: Cash and cash equivalents at l April 2023 Cash and c•5h equl¥al•nts at 31 March 2024 2.678,429 1.431,816 3,337,947 2,678,429 Notes to the statement of cash flows for the year to 31 March 2024 Reconclllatlon of net expendlture to net cash provlded by operallng actlvltles 2024 2023 Net ¢xp¢ndlture lor the reportln8 perlod l•$ p¢r the statement ol finJn¢l•l •¢1111e5I Adjustments for.. Depreclatlon charges Inote 121 Non-¢a5h fixed Jsset addltion Investment income Increase In stocks Increase debtors Incre05e In credltors Profrt on disposal of fixed assets Net cash used In operatlng artlvltles 12,105,336) 11,825,768) 953,901 {89.$11} 144,277} 11,6221 1216,1191 245,040 14,2491 11262,1731 1,002,237 119,6191 15,0751 1215,0381 407,264 1655,9991 Analysls of cash and cash equlvalents 2024 2023 Cash at bank and In hand 1,431,816 1.431.816 2.678,429 2,678,429 Total lash and cash equlvalents Analysls of changes In net debt: l April 2023 31 Marth 2024 Cash flows New finance leases É Cash at bank and in hand Finance lease obligations Total 2.678,429 11.246,6131 I.43116 1108.478) 1.323.338 1108,4781 1108,4781 2.678,429 11.3S5.0911 Battersea Arts Centre 26
Princlpal Accounting Policies Year to 31 March 2024 The principal accounting policies adopted, judgements and key sources of estimation uncertainty in the preparation of the financial statements are laid out below. Basis of preparation These financial statements have been prepared for the year to 31 March 2024. These financial statements have been prepared under the historical cost convention with items recognised at cost or transaction value unless Otherwise stated in the relevant accountln8 policies below or the notes to these financial statements. The financial statements have been prepared in accordance with Accounting and Reportln8 by Charities.. Statement of Recommended Practlce applicable to charities preparing thelr financlal statements in accordance with the Financial Reportin8 Stsndard appllcable in the United Kingdom and Republic of Ireland (FRS 102) Icharities SORP FRS 1021, the Financial Reporting Standard appllcable in the UK and Republic of Ireland IFRS 1021 and the Charities Act 2011. The Charity constitutes a publlc benefit entity as deflned by FRS 102. The financial statements are presented in sterling and are rounded to the nearest pound. These financlal statements consolldate the results of the Charity and its wholly owned subsidiary BAC Enterprlses Ltd on a line-by-line b351s. The Charity has taken advanta8e of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of financlal activltles In these financial statements. The parent underlaking's total Income for the year was £3,105,03512023 - £3,331,878) and its financial result for the year was a1055 of £2.168,29812023 - a1055 of £2,085.6341. Crltlcal a¢counlln8 estlmates and areas of Judgement Preparation of the financlèl statements requlres the Trustees and mana8ement to make significant judgements and estimates. The Items In the financlal statements where these lud8ements and estimates have been made Include,. the allocation of support costs,. estimating the useful economic Ilfe of tangible fixed assets. and estimating the value of donated services and facilities. Assessment of going concern The trustees have assessed 8AC's ability to conlinue as a going concern. They belleve the Charity will continue to operate for a period of at least 12 months from the date of si8nin8 these accounts and have considered several factors when forming this conclusion. Battersea Arts Centre 27
Princlpal Accountlng Pollcies Year to 31 March 2024 Assessment of going concern Icontinuedl At end of March 2024, unrestricted resetves1£429kl and designated capital resernes (£200kl sit slightly ahead of the targets referenced previously in the reserves pollcy. These resetves are available to absorb short-term deficits as the organisation continues to transition to more normal operating patterns and a renewed business plan p05t the Covid-19 pandemic. Ongoing annual unrestricted funding as part of Arts Council England's National Portfolio. secured through to Mèfch 2026, alongslde grovrth in BAC Enterprises provides a solid foundatlon to the years ahead. BAC proactively manages cash flow.. for much of 8Atrs Income It Is paid in advance or on the day. Much of our operating cost is spread evenly across the year apart from payment for capital projects. The Trustees have considered the charitable compan¢s business planning in the context of known resources and have reviewed the operatin8 basis of the 8roup's operations. A formal buslness plan for the perlod to March 2026 has been agreed by the Trustees. Draft budgets approved to March 2026, which demonstrate the Charity retaining Unrestricted reserves and havinB sufficient resources to continue operating for the 'foreseeable future. Accordlngly. the accounts have been prepared on the basls that BAC is a goin8 concern. Income reco8nltlon Voluntary income comprises all incoming resources from sponsorships, donations and grants. Income from donatlons and grants, Including Capital 8rènts, 15 Included in Incoming resources when these are receivable. except as follows: When donors specify that donatlons and grants glven to the Charlty must be used In future accountln8 periods, the income is deferred until those periods. When donors impose conditions that must be met before the Charity has unconditional entltlement, the income is deferred and not included in incomin8 resources until the pre-conditions for use have been met. When donors speclfy that donations and grants, includin8 capital 8rants. are for particular restrlcted purposes, which do not amount to pre.conditions regarding entitlement, this income is included in incomin8 resources when receivable. When donors have unconditlonally pledged funds upfront, but amounts are collected on an Instalment basis, income is accrued in the year of the pled8e. Income from commerclal trading activities is recognised on a receivable basis. Investment income comprises interest receivable on cash balances held on deposit. Income from charitable activities comprises admi55ion fees. fees earned from hire of theatre spaces for performances and rehearsals, Income received under Public Authority service agreements in support of performance and participatory activities and commissioning contribution5 from co-production partners. Income Is included in the period In whlch the relevant activity takes place. Intan8ible income, which comprises donated services, is included in income at a valuation which is an estimate of the financial cost borne by the donor where such cost is quantifiable and meèsurable. No income is recognised where there is no financial cost borne by a third party. Battersea Arts Centre 28
Principal Accounting Policies Year to 31 March 2024 Expenditure recognitlon Expenditure is accounted for on an accruals basis and is recognised when there is a legal or constructive obligatlon to pay. Costs of raisin8 funds are those costs incurred in attracting voluntary income, and those incurred in trading activities that raise funds. Expenditure on charitable activities includes expenditure associated with developing and commissioning new work, staging productions, supporting artists and creative producers and participatory activities for young people nd adults. It also includes the costs of the pro8ramme to develop the buildin8 as a 21st Century arts facility within a Victorian town hall. Costs include both direct costs and support costs relating to these activitie5. Support costs Include central functions and Bovernance costs and have been allocated to activity cost categories on a basls conslstent wlth the use of resources as set out In Note 8. Governance costs comprise those Incurred in the governance of the Charity and its assets and are primarily associated wlth constitutlonal and statutory requirements. Operatlng lease$ Rentals payable under operatlng leases are char8ed to the Statement of Financlal Activities a5 Incurred over the term of the lease. Tanglble flxed assets Individual fixed assets are capitalised at cost. Tan8ible fixed assets are depreciated so as to write off the cost, less estimated residual values. of the assets over their expected useful lives at the following rates: • Lon8 leasehold property 4% to 15% • Flxtures and fittings 15% to 25% • Plant and equipment 15% to 33.3% Assets within work in progress are not depreciated until they are brou8ht into use. Stock This Is stèted at the lower of cost and net realis361e value. Debtors Debtors are recognised at their settlement amount, less any provision for non-recoverèbility- Prepayments are valued at the amount prepaid. They have been discounted to the present value of the future cash receipt where such discounting is material. Creditors Creditors are recognised when the Charity has a present legal or construrtive obligation resultin8 from a past event to make payment to a third party, it 15 probable that settlement will be required and the amount due to settle the obligation can be measured or estimated reliably. Battersea Arts Centre 29
Printipal Accountlng Policies Year to 31 March 2024 Fund StrUCe Funds held by the Charity are either- Unrestricted funds General funds - these are funds whlch can be used in accordance with the charltable objects at the discretion of the Trustees. Desl8nated funds - these are funds set aside by the Trustees out of unre5trlcted funds for specific future purposes or projects. Restricted Funds These are funds that can only be used for particular restricted purposes within the oblects of the Charity. Restrictions arise when specified by the donor or when funds are raised for particular restricted purposes. Further explènatlon of the nature and purpose of each fund is included in Notes 17 to 19, Penslon contrlbutlons Contributions in respect of the Charitvs defined contribution pension scheme are charged to the statement of financial activilies when they are payable to the scheme. The Charity's contributions are restricted to the contributions disclosed in the staff costs note. The Charity has no liability beyond making It5 contributions and paying ècross the deductions for the employees, contrlbutions. Flnantlal instruments The Charity only has financial assets and liabilities of a kind that qualify as basic financial instruments. These are initially reco8nised at transaction value and subsequently valued at their settlement value. Battersea Arts Centre 30
Notes to the Financial Statements Year to 31 March 2024 Legal status of the Charity The Charity is a company limited by guarantee and has no share capital. The liablllty of each member in the event of winding up is limited to £1. 2 Grants and donatlons SpDn50r- shlps& don•tloD5 Sponsor- shlps& Totsi 2024 Total 2023 Gi•thts lth klnd Grants Unte51rl¢ied gerrg1.. Arts Councll Eniland- NPO W•ndsvJorth •oiouih Counc rent ind ch•ryw In klndlsei below) Other xtlvlw 706,SSS 706,665 706,665 ISOJJDD 1S0.OCK 361.oas 150.Lb)) 41B.407 361,085 161,015 418.407 706,665 150.0 1,217,7SO 706,665 18,407 150,0 1.275,072 Il¢¥trlcted'. pi4ertln¢•m• Trusts, Lottwy•nd Found•Uon Grnnts 896,?06 J96,7 896,706 1.321,811 896,71* 1.311,Bll I.32112 1,321,812 Totsl 1.603.371 361,OB5 150.000 2,114,456 2.018,477 418,407 150.0 1,596A84 The Charlty Is provided wlth rent free premises by Wandsworth Borough Council. Thevalue placed on this contribution by the Trustees is EISO,000 per annum. An equivalent chae is included within premises costs. Income from charltable actlvllies- Theatre and arts centre 2024 2023 Unrestricted Admission fees and proqrammes Other Income 213.927 207,874 421,801 228,887 168,394 Total 397.281 Other tradlnz actlvltle5 The wholly-owned tradin8 subsidiary, BAC Enterprises Ltd, which is incorporated in the United Klngdom, pays all its proflts to the Charlty by Glft Aid. 8AC Enterprises Ltd operates the venue hire tsusiness, as well as the café-bar and all commercial trading operations carried on at Battersea Arts Centre. The Charity owns the entire issued share capital of 2 shares of £1 each. A summary of the tradlng results are shown below. Battersea Arts Centre 31
Notes to the Flnanclal Statements Year to 31 March 2024 Other trading activities (continued) 2024 2023 Summèry of profrt and loss èctount Turnover Cost of sales and adminlstratlve expenses Net profrt Amount gifted to Charlty Retained in the subsidiary 1,700.017 1,719,955 11,106,18SI 11.188.8161 593.832 531,139 1530.8681 1271,2701 62,964 259.869 Current Jssels Creditor5'. amounts fallin8 due withln one year Total net assets 871,611 1343.8921 527,719 1,216,766 1752,0111 464,7SS Aregate share capltal and reserves 527.719 464.755 Investment Income 2024 2023 cc Investment M3nauement Ltd Ilnterest bearln8 deposlt account) 44.277 19,619 6 Expendlture on eharltable actlvltles Developlni & staglng theatre Supportin8 theatre creators Partlclp•tlon Total 2024 Producln8 Costs Marketing artd press Production and technical Theatre operations. Produclni Govemance Support Costs (note 71 Total 537,935 18,602 40,770 116,986 62,401 1,016,360 1,793,054 664,508 22,979 50,363 144,512 77,084 1,255,504 2,214,950 379,719 13,131 28,779 82,578 44,048 717,431 1,26S,686 1,582,162 54,712 119,912 344,076 183.533 2,989.295 5.273,690 Developing & 5toging theotre Supporting theotre creators Portlclpotion Total 2023 Producing Costs Morketln9 ondpress Produrtion t7nd technical Govemonce 660,069 16,S97 46,029 64,195 1.036.340 1.823,230 815,380 20.S02 56,858 79.300 1.280,184 2,252.224 465,931 11,715 32,491 45,314 731,534 1,286,985 1,941.380 48,814 135.378 188.809 3,048.058 5,362.439 Support Costs Inote 7J Total Support and governance costs are analysed further in note 7. Battersea Arts Centre 32
Notes to the Financlal Statements Year to 31 March 2024 Analys15 of 5UPPOrt costs Charitablo activities Total 2024 FundraisinB Support Costs Support staff Costs Offlce and equipment Premlses Costs Depreciation Totsl 1.340.527 399,215 295,458 954.09S 2.989.295 145.044 43,195 31,968 1.48S.571 442.410 327.426 954,095 3.209,502 220,207 Choritoble uctivitles Totol 2023 Fundrolslng Support costs Support stoff costs Office ond equlpment Pfemlse5 (Qsts Depreciotion Total 1.443,057 255.494 347.271 1,002.237 3,048.059 244.231 25,536 35,306 1.587.288 281,030 382,577 1,002,237 3,253,132 205.073 Support costs are allocated beeen actlvltles on the basls of the ratlo of direct expendlture in each area. 8 Staff costs aftd Trustees. remuneratlon Group 2024 Group 2023 Wa8es Jnd salaries Soclal securlty costs Pen510n C05t5 1,958.351 170.865 43.790 39,438 2,212,444 2.055.877 18S,425 47.939 30.234 2.319,475 Freelancers The number of employees who earned £60,000 per annum or more lincludin8 taxable benefits but excluding employer pension contributions) during the year was as follow5: 2024 No. 2023 No. £60,001- £70,000 £70,001- £80.000 The Trustees were not paid for their seiceS or reimbursed for their expenses during the current year or previous year. Battersea Arts Centre 33
Notes to the Finantial Statements Year to 31 March 2024 Staff costs and Trustees, remuneratlon Icontinuedl Redundancy Included within staff costs are redundancy payments of £11.88412023- £15,065) The average number of full-tlme equivalent employees linduding casual and part-time staffj during the year was as follows.. 2024 2023 No. Producin8 Theatre management and Front of House Management and admlnlstiation Café.b3r and Halls bars Production and technlcal 13 12 16 16 Venue hlre Communicatlons Development Total 60 65 The avera8e monthly number of employees, calculated on an avera8e headcount basls, durln8 the vear was 6712023- 731. Key manoqement personnel Key mana8ement personnel are those persons having authority and responsiblllty for plannin8, dlrecting and controlling the activitles of the entity, directly or indirectly. including any dlrertor (whether executive or otherwise) of that entity. The key management personnel of BAC are the directors, the Artistic Director, the Chief Operating Office and the Head of Finance. Aggregate compensation paid to key management personnel in the year amounted to £246.754 12023: £246,414). Penslon commltments The Charity operates 3 defined contributlon workplace pension scheme through NEST, with contributions being made by both the employer and employees at variable rates. The assets of the scheme are held separately from those of the Charity. Pension costs charged represent contributions payable by the Charity to the Scheme. Total pension costs in the current year amounted to £39.43812023-£47,9391. At the year-end £7,552 was payable to the scheme {2023-£8,0251. Taxatlon The company is a registered Charity, and no provision is considered necessary for payment of tax. The trading SLrbsidiary, BAC Enterprises Limited. passes profits on which tax would be payable to the Charity under Gift Aid. Battersea Arts Centre 34
Notes to the Flfian£lal Statements Year to 31 March 2024 10 Audltorfs remuneratlon The auditor's renumeration of £19,57012023: £18.2901 related solely to the audit and includes an mount of £3.28012023= £3.0651 relating to BAC Enterprises Ltd. 11 Tan8lble flmed assets Lonq leasehold property Flxtures and-. fittings Plant and:. equipment:. Total Cost At l April 2023 Addition5 Dlsposals At 31 March 2024 24,$83,748 89.511 11,1421 24.672,117 355,960 23.237 1137,3591 241.838 863,790 130,323 2SI03.498 243.071 1138,SOII Z5,908.068 994,113 Depreclatlon At l Aprll 2023 Char8e for the ye•r Dlsposals At 31 March 2024 6,559,034 895,35S 341,361 21,898 1126.3851 236,874 832,512 36,648 7,732,907 953,901 1126,3851 8.560.423 7,454,389 869,160 Net book value At 31 March 2024 17,217.728 18,024,714 4.9fA 14.599 124,953 31,278 17.347.645 18.070.591 At 31 March 2023 11 Investments - Charlty 2024 2023 Investment in subsidiary undertaklng, at cost 13 Stock Group 2024 Charity 2024 Group 2023 Charity 2023 Stock of purchased goods.. bar catering 11.359 9,737 14 Debtors Group 2024 Charity 2024 Group 2023 Charity 2023 Accrued income Other debtors 35.417 666.287 98.522 35.417 316,844 93,389 145,836 53,917 486.768 43,422 53.917 152,605 40,829 180,338 4,833 432.522 Prepayments VAT recoverable Amounts due from group undertaklngs 800.226 601.486 584,107 Battersea Arts Centre 35
Notes to the Financlal Statements Year to 31 March 2024 15 Credltors: amounts falllng due within one year Group 2024 Charlty 2024 Group 2023 Charlty 2023 Trade creditors Taxes and social security Other creditors Accruals Deferred income Isee belowl Amounts due to 8roup undertakinis 254,139 140,946 25.633 73,216 563,192 222.729 65.574 25.632 66.522 75.770 402,842 859.069 124,065 155,813 23,045 39,079 470,084 115,112 63,095 23,045 33,995 9,999 1,057.126 812,086 245,246 Deferred Incom•: Balance brought foTh¥ard Future Box Office and grant income received In vear Released to revenue during the year Balance cariled forward 470,084 9,999 171,065 17,063 S63.192 1470,0841 563,192 75.770 (9,9991 75,770 470.084 1171,0651 470.084 9,999 117,0631 9,999 16 Restricted funds The Income funds of the Group and Charity include restrlcted funds comprising the followln8 unexpended balances of donations and 8rants to be èpplied for specific purposes: Balance at l Aprll 2023 Balance at 31 March 2024 Income Expendlture Tr•nsfers The Aiencv Horizon 257.150 743,924 553.SlJ) 161,320 1491,0621 1816.853) 319.588 88,391 Digital TrJnsfom)ationlDashboard Other prolects 173.467 191,506 1.366.047 1101,065) 1306.418) 11,715,398) 72.402 66,974 547.355 181,886 896.706 Balonce ot l April 2022 8olonce 17t 31 Morch 2023 Income Expenditure Transfers The Aqency Hofizon Digitol Trgnsformattion/Doshboord Otherprojects 272,375 752.118 308,708 787,500 f323.933) {795,694) 257,150 743,924 173,467 52,137 1,321,812 173,467 191,506 1,366,047 619,670 1,644,163 1480.301J {1,599.928) Projertfvnd5 are specifically used to support individuol elements of the ortistic andparticipotory progrt7mmes. Battersea Arts Centre 36
Notes to the Financial Statements Year to 31 March 2024 17 Designated funds The income funds of the Group and Charity include the following designated funds which have been set aslde out of unrestrirted funds by the Tru5tee5 for specific purposes.. Balance at l Aprll 2023 Balance at 31 March 2024 Income Expendlture Ti•nsfers Designated capitol fund Designated building reserve 18,203.280 200,000 18,403,280 1954,0951 98,460 49,818 148,278 17,347,645 249,818 17,597,463 1954.0951 8glunce ot l Aprll 2022 Bulgnce at 31 March 2023 Income Expendltufe TronsAers Designated cupltalfund Designoted building reserve 19,300.790 200.000 19,500, 790 11,002,237J 195,273J 18,203,280 200,000 18,403,280 fl,002,237J 195,2739 The Deslgnated Capltal Fund Is a des18nated fund set a51de to represent the carrying value of tan8ible fixed assets. The Desl8nated Bulldln8 Reserve has been set aside by the Board to assist with the future costs of maintenance of the Charity's bulldln8. In the year a correction was made to the Desi8nated Capital fund resulting in £148.278 fund movement in the year and £95.273 in the previous year. 18 Analysls of net assets between funds 2014 Total funds General :. Restricted Deslgnated funds funds Taniible flxed assèts Net current assets Non-current Ilabllltles 17,347,645 368.296 1108,4781 17.597.463 17.347.645 1.186,275 {108.4781 18.425,442 280,624 547,355 280.624 547.355 2023 Totol unds General Aunds Restricted Aund5 De5ignt7ted Aunds Tangible fixed assets Net current assets 18,070,591 332,689 18,403,280 18,070.591 2,460.187 20,530.778 761.451 761,451 1,366,047 1.366.047 Bèttersea Arts Centre 37
Notes to the Financlal Statements Year to 31 March 2024 19 Operatlng lease cornrnltrnent5 At 31 March 2024, the Charity's future minimum lease payments under non-cancellable operating leases were as follows.. Office equipment 2024 2023 Amounts due.. Within one veèr 3.955 3,955 3.414 3.414 20 Related party transactlons Subsidiary The Charlty's wholly owned subsldlary, BAC Enterprlses Ltd, was establlshed to carry out commerclal activities including hire of spaces at Battersea Arts Centre for community and business purposes and the operatlon of ancillary tradln8 in Battersea Arts Centre's café.bar (see note 41. Other Related Parties Battersea Arts Centre has a multl-faceted relationshlp with Wandsworth Borough Councll which Is the landlord of the Old Town Hall building. contracts Battersea Arts Centre through a Service Level Agreement, and grants Battersea Arts Centre's public entertalnment licence. Durlng the year, Councillor Paul Ellis was a Trustee of Battersea Arts Centre whilst sittin8 in the Cabinet of Wandsworth Borough Councll. 2024 2023 Wandsworth Bofaugh Coundl: SeNlce Level Agreernent Rent in-kind 150,000 150.ot Iso,000 150,0 Amounts outstandin8 as at 31 March BAC has a relationship with Arts at the Mill CICTIA The Old Courts a5 3 partner on the Moving Roots prolect. Mana8in8 Director of Arts at the Mill CIC (Davld Jenkins) was the Director of Flnance at BAC (until 31 October 20231 a total of £nil in 23124 {2022123 - £48,959) was paid to Art5 at the Mill CIC as partner fees in line with the partner agreement. Also, in the year ended 31 August 2023, an amount of £IIXI,000 was paid to Arts at the Mill via a conduit agreement for a 8rant. This amount was refunded to BAC during the year ended 31 March 2024. During the year ended 31 March 2024, donations of £4.612 were received from trustee5 {2022123 £nill. Battersea Arts Centre 38