RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:48 Page 1 The Ground Transport Group Mountvlew House Group Mountview House Group Limited is the holding company of three well known ground transport institutions. The first being the iconic London black cab company Radio Taxis, the second is also a black cab company called Xeta and the third company is a fast growing National and International online transport management platform and consultancy, One Transport. Annual Report & Accounts 2014 Mountview started as Radio Taxicabs (Southern) Ltd in 1953; It was an independent driver cooperative of licensed London Black Cabs. We acquired Xeta, a smaller niche radio taxi circuit in 2005, the year after Radio Taxicabs (London) Ltd was demutualized. We developed the One Transport platform in 2006/7 to manage a UK wide network of 400 Private Hire, taxi, courier and bus companies. The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:48 Page 2 Contents 1 2 4 6 9 10 11 13 16 17 18 19 20 21 36 36 The Ground Transport Group Key Information Group Strategic Report Directors’ Report Corporate Governance Report Directors and Advisors Statement of Directors’ Responsibilities Directors' Remuneration Report Corporate Social Responsibility Report Independent Auditors’ Report Consolidated Profit and Loss Account Consolidated Balance Sheet Company Balance Sheet Consolidated Cash Flow Statement Notes to the Consolidated Financial Statements Financial Calendar Shareholder Information RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:48 Page 1 Key Information • Group turnover down £0.9m, 2.5% • Gross margin reduced to 20.7% (2013: 21.5%) • Group overheads cut by £0.2m. • Group net loss of £842k (2013: £543k) • Cash inflow from operating activities of £739k (2013: £37k) The Ground Transport Group 1 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:48 Page 2 Group Strategic Report Annual Report for year ended 30th November 2014 Summarised financial information for the year is set out below. This provides additional detail to that which is shown in the consolidated Profit and Loss account on Page 17 aiming to help with the understanding of Group performance in the year. Review of the Year 2014 was another challenging year for the Group, with a further decline seen in the performance of the taxi business against a backdrop of continuing pressure from ‘App’ style digital disruptors including Hailo, Get Taxi and Uber. Analysis of separate Taxi and One Transport businesses and their main KPI’s: 2014 2013 £24.3m £24.5m -5.2% -8.5% Taxi cash and credit card growth +18.0% +49.8% Taxi Gross Margin % 24.1% 25.2% Taxi operating loss including redundancy costs (£803k) (£639k) One Transport gross transaction value £16.4m £16.2m 5.2% 2.9% +38.5% +20.4% 11.9% 13.0% £31k £150k Taxi gross transaction value Taxi job reduction One Transport Job growth One Transport growth in non BBC work One Transport Gross Margin % One Transport operating profit/(loss) 2 The Ground Transport Group All these new entrants are using their significant fund raising strength to create an immense marketing presence in a ‘race to the bottom’ in terms of pricing – which we believe is not sustainable in the long term. Overall job numbers in the taxi business fell by 5.2% albeit included in this is a 18.0% rise in the number of street hail credit and debit card journeys. This is an area we are continuing to promote and which we see as an important feature especially for taxi drivers and for the taxi trade in general to differentiate itself and to compete with private hire in all its forms. At the start of 2014 we introduced our pay-as-you-go subscription model to all drivers. The key reason for its introduction was to stop the continuing fall in driver numbers and we are pleased to report that this has been a remarkable success with our net driver numbers increasing by over 7% in the year – thus improving our coverage to clients. This new subscription scheme was at the expense of some revenue however, with subscription income falling by £238k as a consequence of the change. During the year a staffing reorganisation of the taxi business was undertaken with a number of staff unfortunately being made redundant (quite a few of these took a voluntary redundancy package) the cost of these redundancies was £160k however, on the other hand this has resulted in an overhead reduction going forward into 2015. As a consequence the Radio Taxis and Xeta businesses made a combined operating loss of £803k (2013: £639k operating loss) During the year One Transport job numbers (excluding BBC work) grew by 38.5% as the new sales structure and process started to take shape. Winning new business in the corporate and public sectors can be a fairly lengthy process and we are hopeful of now accelerating this growth in 2015 and indeed One Transport has already gained three potentially good wins this year, including some of which will also produce additional taxi work. RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:48 Page 3 This additional investment in the sales process has resulted in an operating profit for One Transport of £31k (2013: £150k). Overall therefore the Group showed a net loss – after interest costs – of £842k (2013: £543k). Future strategy & future prospects We remain confident that our further investment in a new sales and marketing team will continue to grow new business for both One Transport and for Radio Taxis. Furthermore some sectors, for example the legal market, has shown signs of organic growth. Following development of our cash and credit card app together with our fixed price taxi booker (Black Cab Booker) we are looking at the best way operationally and from a marketing perspective to achieve growth in these areas. Future cost savings in the taxi business will come from a mixture of further automation and simplified systems, both of which we are examining. As previously announced we are in consolidation talks with Dial a Cab. Such an amalgamation of two major taxi businesses could create a New Company with financial strength in order to compete with the various new entrants to the market. Discussions with Dial a Cab have been productive and if a merger is achievable it would lead to additional work for both sets of drivers. To underpin the long term growth of the Group, we have exchanged contracts for the sale of Mountview House for £5m. This will have the triple effect of allowing us to move to a much more modern and contemporary premises; it will also generate cash to strengthen the balance sheet; and that cash will also mean that we will have additional funds to invest in vital new technology and marketing. Principal Risks and Uncertainties As mentioned earlier in this report the ground transport sector, throughout the world as well as in the UK, is going through an unprecedented change, with new entrants buying ‘market share’ and providing a challenge to long established businesses in terms of upgraded technology. Technology Last year we launched our Radio Taxis Cash App, which now also combines the use of payment by Credit and Debit Cards. The APP itself works really well, however, driver coverage has not been an unmitigated success and we therefore need to work as a team to improve that aspect, so as to gain a return on the resources put into the project. Street hail card acceptance continues to grow (2014: +18%), however there is still approximately a 15% minority of our drivers who undermine the industry, because they, even now, decline to accept credit/debit cards for any journey and refuse to see why consistent acceptance is so important, both for Radio Taxis in particular and for the taxi trade as a whole. combined Tri-Borough business (City of Westminster; Hammersmith & Fulham; Royal Borough of Kensington & Chelsea). However following the 2014 reorganisation, our headcount is now reduced to 149. 2015 is going to be a momentous year at Mountview House Group, certainly with a move of our Head Office and possibly, if we can negotiate a mutually beneficial merger of equals, a new and exciting era in the long history of our organisation is on the horizon. Geoffrey Riesel Mountview House Group Limited Chairman and CEO On behalf of the Board Date 31 March 2015 Staff and Employment The average headcount during the year fell by 4 to 164. During the year we took on 8 passenger assistants as part of winning the The Ground Transport Group 3 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 4 Directors’ Report The directors submit their annual report and audited financial statements for the year ended 30 November 2014. Key Information The following sections should be read in conjunction with the directors’ report: – The Group Strategic report – Corporate social responsibility report – Corporate governance report – Directors’ remuneration report – Directors and advisors – Audited financial statements Activities The principal activity of the Group is the provision of ground transport services. Business Review A review of the affairs of the Company is included in the Group Strategic report. Environmental issues are covered in the Corporate Social Responsibility report. 4 Dividend The directors do not propose the payment of a final dividend. Research and Development The Group continues to look to take advantage of technical advances as they arise. The Radio Taxis ‘cash app’ has been modified to include credit and debit card acceptance and we are looking at ways to combine this with our existing ‘client app’ thereby giving one mobile booking device for our entire client base. Separately we have launched a fixed price web booker for taxi journeys and during the year this will be launched in mobile and tablet form One Transport continues to work with industry system houses and UK wide taxi and car suppliers to integrate the One Transport system into supplier booking systems. Integrated vendors are now responsible for 80% of One Transport work enabling One Transport to book and track jobs across multiple fleets. For nonintegrated taxi and car suppliers a module is being developed to automate job acceptance and invoicing. The Ground Transport Group Charitable and Political Donations The Company does not make political donations. A number of employees cheerfully demonstrate personal commitment to local community initiatives through voluntary work. Where fundraising forms part of these initiatives, the Company is committed to match funding. During the year all donations for charitable purposes were made through the Company. In the 12 months to November 2014 staff donated £208. The Company’s donation was £2,300 (2013: £1,919). Directors and their Interests Details of directors’ beneficial interests in the shares of the Company are, together with the dates of their appointment and resignation, given in the directors’ remuneration report. Substantial Interests As at 31 March 2015 the Company had been notified or was aware that there were five shareholders holding either directly or indirectly 3% or more of the share capital of the Company. As at date of this report Brian McBride’s holding was 607,697 shares which represented 29.83% of the issued ordinary shares of the Company. Peter Gibson held 170,570 shares which represented 8.37% of the issued ordinary shares of the Company plus a further 600 SIP shares taking his total percentage holding up to 8.4%. Geoffrey Riesel held 150,675 shares or 7.39% of the issued ordinary shares of the Company plus a further 200 SIP shares taking his total percentage holding up to 7.4%. Stephen Greene held 110,518 shares or 5.42% of the issued ordinary share capital of the Company. Alan Franks held 77,324 shares or 3.79% of the issued share capital of the Company plus a further 600 SIP shares taking his total holding percentage to 3.82%. RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 5 Going Concern Basis The Group made a loss of £841,757 (2013: £527,214) after tax for the year, and at 30 November 2014, it had net current liabilities amounting to £2,329,358 (2013: £1,763,995). The directors have prepared detailed financial projections for the group for a period of 12 months from the date of signature of these accounts which include the receipt of funds expected on completion of the sale of the property described in note 24. The proceeds from the sale of the property will improve the financial stability and balance sheet of the Group and on the basis of these projections the directors believe it is appropriate to prepare the accounts on the going concern basis. The directors’ future plans for the business are discussed in more detail in Future strategy & future prospects within the Group Strategic Report. International financial reporting standards (IFRS) The Group prepares its consolidated accounts in accordance with generally accepted accounting principles (GAAP) in the United Kingdom. At this stage there are no immediate plans to move to reporting on an IFRS basis, though this is regularly reviewed. Disclosure of Information to the Auditors Auditors A resolution is to be proposed at the annual general meeting for the re-appointment of Nexia Smith & Williamson Limited. By order of the Board Robert MacDonald Watson Company Secretary 31 March 2015. Each director of the Company has confirmed that in fulfilling their duties as a director they have • taken all the necessary steps in order to make themselves aware of any information relevant to the audit and to establish that the auditors are aware of that information • so far as they are aware, there is no relevant audit information of which the auditors have not been made aware. The Ground Transport Group 5 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 6 Corporate Governance Report This report describes the framework of corporate governance and internal controls the directors have established to enable the Board to carry out its responsibility to the shareholders for the effective direction and control of the Group. The Board is committed to compliance with the principles of the UK Corporate Governance Code, where appropriate. The Board sees this as part of an ongoing process that ensures appropriate standards of corporate governance apply throughout the Group. The report explains the rationale behind any specific areas of non-compliance. The Board The Board consists of four executive and two non-executive directors, with overall responsibility for the Group’s activities, all of whom served throughout the year. Geoffrey Riesel continues to combine the post of chief executive officer with that of chairman. The Board recognises that this does not comply with the Corporate Governance Code but 6 maintains its view that this dual role is still necessary to continue to guide the Group forward. The Board believes that Brian McBride is an independent nonexecutive director not withstanding his significant shareholding in the company. Brian McBride is not involved in the day to day management of the business; he has not previously been involved in the business and has no other connections with the Group other than as stated. Stephen Greene is also and very much remains an independent non-executive director. The Board aims to meet on at least a monthly basis and on other occasions as required. The Board is responsible for, among other matters, reviewing trading performance, assessing future developments and reviewing the key business objectives to ensure that the business is meeting its strategic aims. The Board also receives detailed monthly management accounting information along with a written report from the chief executive officer. The full list of matters reserved for the Board can be found on the company website. A third or more of the directors, with the exception of Brian McBride, submit themselves for reelection by rotation each year. In view of Mr McBride’s significant shareholding and financial investment in the business he will not be asked to stand for reelection and as such the Board recognizes that this does not comply with the UK Corporate Governance Code. Stephen Green being due to retire by rotation is proposed for re-election at the forthcoming AGM. Peter Gibson who would otherwise be retiring by rotation will not be seeking reelection but will continue to play a prominent part in the Group. The attendance of individual directors at scheduled Board and committee meetings during the year was as follows: Scheduled Board Meetings Audit Committee Remuneration Committee G Brown 12/12 – – A Franks 10/12 – – P Gibson 10/12 – – S Greene 11/12 1/1 1/1 B McBride 9/12 1/1 1/1 12/12 1/1 1/1 G Riesel The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 7 All directors have access to the advice and services of the company secretary and are able to take independent professional advice in furtherance of their duties if necessary. Audit Committee Geoffrey Riesel, Stephen Greene and Brian McBride served on the audit committee throughout the year. The committee is chaired by Brian McBride and meets annually and confers as and when required. The purpose of the committee is to provide a discussion forum for matters relating to the auditors. The audit committee ensures that the financial systems measure and control financial performance and that the Board understand the results. It also advises on auditors’ remuneration and the scope of audit and non-audit work. The full terms of reference can be found on the Company’s website. Remuneration Committee The remuneration committee is comprised of Geoffrey Riesel, Stephen Greene and Brian McBride. The committee is chaired by Brian McBride and meets at least once a year. The key role of the committee is to decide upon executive remuneration policy. The committee is also responsible for the overall remuneration strategy for the Group, including any changes to the remuneration policies. The committee further acts as the nominations committee for new directors. The full terms of reference can be found on the company’s website. Financial Reporting The financial position of the Group is discussed in the strategic report, the chairman’s and directors’ reports which give a balanced and understandable assessment of the Group’s position and prospects. After reviewing the current performance and plans and making the enquiries considered appropriate, the directors are satisfied that at the time of approving the financial statements, adequate resources are available to the Group to enable it to continue in business for the foreseeable future. For this reason the directors believe it is appropriate to adopt the going concern basis in preparing the financial statements. Corporate Social Responsibility Report The prime activity of the Group is the provision of ground transport services. As such, the Board recognizes the impact these services have on the environment and the role the Group has in supporting the community within which it operates and within which stakeholders live and work. The Board has therefore set out in the report on corporate social responsibility how the Group addresses these issues. business over the last year and this is followed by an open question and answer session to allow shareholders the opportunity to put questions to the Board. Internal Controls Shareholders have at least 21 days’ notice of the annual general meeting (AGM) and separate resolutions are proposed at the AGM on each substantially separate issue. The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness. The Group follows the Turnbull guidance on risk management and internal controls and looks at the likelihood and possible impact of a range of potential scenarios. It then identifies its top business risks for the year ahead. In 2014 the main areas covered were cost cutting and growing sales; prioritizing the development and enhancement of software for ground transport service delivery; improvements in training and recruiting operations centre staff; strengthening sales and marketing resources; addressing changes in communication technology with Apps and automation; flexilbility in driver subscriptions to assist in driver retention. In addition to the formal proceedings, the chairman makes a full presentation to shareholders to explain developments in the A named member of the management team is responsible for managing each of the risks identified and for making sure Relations with Shareholders The company encourages two way communication with shareholders. The Board seeks to maintain good relationships with all shareholders and any queries are answered promptly by a nominated person. The Ground Transport Group 7 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 8 Corporate Governance Report continued that the appropriate internal controls are in place and are applied correctly. Regular reports are submitted to the Board. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable assurances against material misstatement of the Group’s results or loss to the Group. The Board has put in place a structure for the Group that includes segregation of duties and a clearly understood delegation of management authority. A detailed budget is set and approved by the Board. Expenditure is controlled against budget with all proposed items of expenditure outside of the budget requiring prior Board approval. ISO: 14001 covers environmental management systems. It is also in a position to pursue ISO Certification covering health and safety systems when and if felt necessary. The Board has considered the need for an internal auditor and, after taking into account the size and complexity of the organization has concluded that at this time there is no such requirement. Financial Risk Management The Group’s operations expose it to a variety of financial risks that include credit control issues, the maintenance of margins, cash flow and interest rate risks. The Group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of The Board has also implemented quality procedures and maintains its ISO: 9001 and ISO: 14001 registrations, which include an independent assessment of compliance with these systems. Any non-compliance is reported to the Board, as are the corrective actions taken. ISO: 9001 covers quality management systems and 8 The Ground Transport Group the Group by monitoring levels of debt finance and the related finance costs. The Group does not use derivative financial instruments to manage interest rate costs and as such, no hedge accounting is applied. Given the size of the Group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the Board. The policies set by the Board are implemented by the Group’s finance department. Margin Risk The Group actively maintains a mixture of customers (large, small, private, corporate and public sector) that is designed to ensure its gross margin is not unreasonably reliant on any one particular sector or customer. Cash Flow Risk Cash flow is monitored on a daily basis and monthly forecasts are reported at each Board meeting. Expenditure is only approved within agreed funding limits. Interest Rate Risk Credit Control Risk The Group minimizes the likelihood of bad debts through appropriate credit checks on potential customers, ongoing review of limits set and a credit control department targeted with reducing debtor days. Debt is currently all on a floating basis and is used to manage day to day working capital requirements. At present the directors consider there is no requirement for fixed debt to finance any long term income generating projects or the need for any hedging mechanism to reduce the risk of any significant interest rate increase to cash flows. Both these areas however remain under review. RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 9 Directors and Advisors Geoffrey Riesel (64) Chairman and CEO Geoffrey has been involved in Mountview House Group for more than 40 years. He joined the Board of Radio Taxicabs (London) Limited in 1988 and became chairman in 1993, continuing as the chairman of Radio Taxis Group Limited after the demutualisation in 2004 and taking on the additional role of CEO as part of the reorganization that took place in November 2007. He is also chairman of One Transport Limited and Xeta Taxis Limited. Geoffrey is International Vice President of the Taxicab, Limousine and Paratransit Association, a member of the Board of the London Chamber of Commerce and Industry, chairman of the European Radio Taxi Association and a former member of the CBI London Regional Council. Geoffrey was also a member of the West End Commission. Alan Franks (58) Group Operations Director Alan has worked for the Group since the mid 1970’s. His proven area of expertise is change management, specifically in relation to business process and value change management. Alan was a pivotal member of the Pathfinder research and development team. He joined the board of Radio Taxicabs (London) Limited in 1993 and continued as a director after demutualisation in 2004. His current responsibilities include group operations, resource planning and learning and development. He is also a director of One Transport Limited and Xeta Taxis Limited. Peter Gibson (62) Strategic Director. Peter joined the then known Radio Taxis in 1981. He was first appointed to the Board in 1993 and was part of the team who successfully took Radio Taxis through the demutualisation process in 2004. He stepped down from the board for a few years to take up a position as Head of Special Projects but was co-opted back to act as Chief Operating Officer as part of the reorganization that took place in November 2007.From December 2010, he has taken on the role of Strategic Director. He is also a director of One Transport Limited and Xeta Taxis Limited. Gordon Brown (56) Chief Operating Officer and Finance Director. Gordon joined Radio Taxis in November 2005 as group financial controller and was appointed to the Board as finance director in April 2008.From December 2010, he took on the role of COO taking responsibility for IT, Sales and Driver Services whilst retaining control of Finance. Gordon has been a member of the Chartered Institute of Management Accountants for over 30 years. He is also a director of One Transport Limited and Xeta Taxis Limited. Stephen Greene (67) Non-Executive Director. Stephen joined the Board in September 2005. Stephen is execuitve chairman of Ed’s Easy Diner Holdings Limited, chairman of the international property investors Rankvale, as well as being a non-executive director of a number of other companies and a council member of the Royal Academy of Dramatic Art. Stephen is also a member of both the remuneration and audit committees. Brian McBride (56) Non-Executive Director. Brian joined the Board in 2004. He currently chairs both the remuneration committee and the audit committee. Brian brings a wealth of experience from other organizations. He is a qualified lawyer and accountant and is the owner of a number of businesses based in the USA including Cleveland Yellow Cab Company. Company Secretary Robert MacDonald Watson LLB FCIS Registered Office Mountview House, Lennox Road, London N4 3TX Financial Advisors Smith & Williamson Limited Auditors Nexia Smith & Williamson Limited Solicitor Michael Seifert Bankers Lloyds Bank plc The Ground Transport Group 9 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 10 Statement of Directors responsibilities The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: • select suitable accounting policies and then apply them consistently; • make judgments and accounting estimates that are reasonable and prudent; 10 The Ground Transport Group • state whether applicable UK 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 company and group will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 11 Directors remuneration report This report sets out the remuneration policy for the Company’s directors. The executive directors are: Geoffrey Riesel, Alan Franks, Peter Gibson and Gordon Brown. The nonexecutive directors are Brian McBride and Stephen Greene. The remuneration committee is comprised as follows: Brian McBride (chairman), Stephen Greene and Geoffrey Riesel. Brian McBride, Stephen Greene and Geoffrey Riesel served throughout the year. The committee met once in the year to 30 November 2014 and the members’ attendance record is set out in the corporate governance report. During the year there was no across the board pay increase for either directors and staff. Geoffrey Riesel, Alan Franks, Peter Gibson and Gordon Brown are on 6 months notice. Stephen Greene is appointed via his consultancy, Stephen Greene Associates and his service contract does not stipulate any notice period. The terms of Brian McBride’s appointment are detailed in the Investment Agreement relating to Radio Taxicabs (London) Ltd dated 8 April 2004. He is paid for his consultancy services. None of the directors receive any further fees in connection with their work for other Group companies. No compensation is payable to the directors on leaving office. any payment if they leave the Group within 3 years of allotment. There were no SIP shares issued in 2009 to 2013 or in 2014. This report was reviewed and approved by the Board on 31 March 2015. Directors’ Share Options There were no share options granted in the year to 30 November 2014. Employee Share Scheme The Company operates a share incentive plan (SIP) open to all employees. Over the period October 2006 to April 2007 staff buying up to 100 ‘partnership’ shares were given up to 100 ‘matching’ shares free of charge. Between October 2007 and June 2008 staff buying up to 200 ‘partnership’ shares were given up to 200 ‘matching’ shares free of charge. Staff bought shares at the most recent auction price. Brian McBride Chairman, Remuneration Committee 31 March 2015. Staff who leave the Group have to sell their SIP shares. They will forfeit their ‘matching’ shares (but not their partnership shares) without The Ground Transport Group 11 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 12 Directors remuneration report continued Directors’ remuneration and benefits, on 12 month basis, for the period to 30 November 2014 Company Contributions Basic salary/ fees 2014 £ Bonuses 2014 £ Benefits 2014 £ to personal pension scheme 2014 £ Consultancy services 2014 £ Total 2014 £ Total 2013 £ G Brown 97,706 – 4,542 3,908 – 106,156 104,943 A Franks 97,706 – 3,591 3,908 – 105,205 104,619 P Gibson 69,149 – 2,802 2,766 – 74,717 89,325 S Greene 6,556 – – – 15,677 22,233 22,233 B McBride 15,914 – – – – 15,914 15,914 126,316 – 12,614 5,053 – 143,983 144,030 468,208 481,064 G Riesel Notes: Benefits include the provision of a cash allowance for a car and health insurance. Directors’ beneficial interests in the ordinary share capital of the Company in the 12 months to November 2014 were as follows: Appointed 2014 2013 G Brown Ordinary shares of 1p 24 April 2008 44,410 39,559 A Franks Ordinary shares of 1p 16 June 2004 77,324 77,324 P Gibson Ordinary shares of 1p 21 November 2007 170,570 170,570 S Greene Ordinary shares of 1p 21 September 2005 110,518 110,518 B McBride Ordinary shares of 1p 16 June 2004 607,697 607,697 G Riesel Ordinary shares of 1p 16 June 2004 150,675 140,873 Directors also had the following beneficial interests in ordinary shares held within the share incentive plan. G Brown 600 A Franks 600 P Gibson 600 G Riesel 200 12 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 13 Corporate Social Responsibility Report Mountview House Group Corporate Social Responsibility report for year ended 30 November 2014 Environmental CarbonNeutral® The Group maintains its strategy of tempering its carbon footprint; followed by a fully accredited and audited carbon trading process, subsequently offsetting the balance of the remaining carbon emissions created by the Group’s operation and business. During the year the Group’s commitment to being CarbonNeutral® was on-going. The intent as ever, is to continue to be as environmentally responsible as a company as we can be and especially as we have been early adopters in offsetting our carbon emissions. Our Group mantra endures, that we are the World’s First Carbon Neutral® Taxi Company. We follow this course of action (and there is much empirical evidence to substantiate this) because the resulting Greenhouse gases of Carbon emissions are the primary cause of climate change. Carbon offsetting Striving to achieve zero carbon emissions is the Group’s aspiration; however the company undertakes to reduce its carbon output wherever possible and thus lessen the world’s carbon output as well by means of a fully audited and accredited carbon offsetting regime. This means that we achieve the worldwide standard that is known as CarbonNeutral®. By using carbon offset credits the Group exchanges the residual balance of carbon still being emitted by the business, by the funding of projects which reduce levels of carbon in the world, the Group nevertheless persistently, seeks to further minimize its own carbon footprint as well. The Group steadfastly regards that the two issues must go hand in hand. The process of attaining CarbonNeutral® accreditation is achieved by a comprehensive and detailed tri-annual audit (full audit every three years) of the following issues to certify the integrity of the whole process:• Premises energy, our quantities of waste and of refrigerant gas loss. • Our Company owned vehicles fuel use. • Our long term leased vehicles fuel use. • Our business travel • Staff commuting • Our deliveries of company owned goods by third parties which ameliorates and moderates the “dead” mileage of our taxi fleets. The corollary of having state of the art equipment is that it not only maintains first class service levels for clients, delivered by a closest cab despatch system, but it also simultaneously achieves a reduction in the overall carbon output. Support of Charities work and worthwhile causes The second area of the Mountview House Group Corporate Social responsibility policy is our commitment to sponsor and to work with charities and worthwhile causes. During the year ended November 30th 2014 the Group sponsored, gave assistance to or supported:- • The Data is then also broken down into each of our offices as appropriate. • The Papworth 5000 (Papworth Heart Hospital charity) • And a full audit of the scope of carbon emissions from all the taxis in our network and their mileages. • London Taxi Drivers Benevolent Association for War disabled; • The audit of taxi emissions is dissected into corporate and business accounts, personal accounts, credit card fares and cash fares as well as street hailed fares paid for by credit card and Taxicharge through our systems. • The London Transport Museum • London Taxi Drivers fund for Underprivileged children; • The Company of Hackney Carriage drivers “Magical taxi tour” (Sending long term sick and terminally ill children to Disneyland Paris); • The Alzheimer Society • Children in Need • A transparent and verifiable carbon footprint gains its integrity from the audit and verification by a third party. • Through the CarbonNeutral® Company we fund world-wide projects to offset our whole carbon footprint as an organisation. In our most recent audit (to November 2012) our emissions reduced by 5.8% to 2,550 tonnes of CO2e. Fuel efficient despatch systems The taxi fleet operates on a full GPRS public network system • Only Connect • Leonard Cheshire Disability • Wear it Pink • Poppy Appeal Mountview House Group code of business ethics The Group continue to operate under the code of ethics formed in previous years. This code of business ethics and code of conduct is to be used in all the companies’ dealings. Mountview House Group will always:1. Put customers first 2. Work with drivers and staff to continuously & incrementally improve service provision in all aspects of service delivery to customers 3. Treat customers and staff with openness, honesty, respect and dignity – particularly in respect of complaints 4. Respect the privacy of both customers and drivers 5. Ensure all data collected and held is handled in the upmost confidence, sensitivity and care to ensure that privacy of all parties is protected 6. Observe and comply with all national and international laws applicable to the business in all territories where it provides services 7. Unfair competition – the Officers or employees of the Group should never make defamatory or false statements about other companies and must never misappropriate trade secrets or knowingly misuse a competitor’s confidential information. 8. Corrupt practices – Group employees should not demand, offer or accept any kind of bribe, kickback or payoff or any other illegal or unethical practices or benefits and should never be involved in any corrupt business practices. 9. Gifts - As part of the Groups promotion and marketing efforts, employees or officers are permitted to offer or to accept from customers or potential customers and suppliers’ only modest hospitality such as dining or corporate events or modest business gifts. Business decisions must never be influenced by the acceptance of any form of corporate hospitality. The Ground Transport Group 13 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 14 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 15 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 16 Independent auditor’s report to the members of Mountview House Group Limited We have audited the financial statements of Mountview House Group Limited for the year ended 30 November 2014 which comprise the Group Profit and Loss Account, the Group and Parent Company Balance Sheets, the Group Cash Flow Statement, the Group Statement of Total Recognised Gains and Losses, and the related notes 1 to 24. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of directors and auditor As explained more fully in the Directors’ Responsibilities Statement set out on page 10, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Financial Reporting Council’s (FRC’s) Ethical Standards for Auditors. Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the FRC’s website at www.frc.org.uk/auditscopeukprivate. Opinion on financial statements In our opinion the financial statements: • give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 30 November 2014 and of the Group’s loss 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. Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Group Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Andrew Bond Senior Statutory Auditor, for and on behalf of Nexia Smith & Williamson Statutory Auditor Chartered Accountants 25 Moorgate London EC2R 6AY 31 March 2015. The maintenance and integrity of the Mountview House Group Limited web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 16 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 17 Consolidated Profit and Loss Account For the year to 30 November 2014 Notes Turnover Cost of sales 2 Gross Profit Administrative expenses Operating loss Total 2014 £ Total 2013 £ 36,486,647 (28,928,043) 37,424,469 (29,371,342) 7,558,604 (8,330,034) 8,053,127 (8,542,576) (771,430) (489,449) Interest payable 3 (70,327) (54,031) Loss on ordinary activities before taxation 4 (841,757) (543,480) Tax on loss on ordinary activities 6 – 16,266 (841,757) (527,214) (41.32p) (25.88p) Loss for the year Basic loss per share 7 All amounts in 2014 relate to continuing activities. The notes set out on pages 21 to 35 form part of these financial statements. Statement of Total Recognised Gains and Losses For the year to 30 November 2014 Loss for the year Items taken directly to reserves: Surplus on revaluation of fixed assets Total recognised gains and losses recognised since the last statement 2014 £ 2013 £ (841,757) (527,214) – 958,654 (841,757) 431,440 The Ground Transport Group 17 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 18 Consolidated Balance Sheet as at 30 November 2014 Notes 2014 £ 2013 £ 8 9 199,380 3,771,115 271,954 3,979,751 3,970,495 4,251,705 5,862,942 21,946 5,832,608 2,712 5,884,888 5,835,320 (8,571,200) (7,982,330) (2,686,312) (2,147,010) 1,284,183 2,104,695 (580,934) (559,689) 703,249 1,545,006 Fixed Assets Intangible Assets Tangible Assets Current Assets Debtors Cash at Bank and in Hand Creditors: Amounts falling due within one year 11 12 Net Current liabilities Total Assets Less Current Liabilities Creditors: Amounts falling due after more than one year 13 Net Assets Capital and Reserves Called up Share Capital Share Premium Account Investments – own shares Revaluation Reserves Profit and Loss Account 15 16 16 16 16 20,372 2,208,559 (1,698) 958,654 (2,482,638) 20,372 2,208,559 (1,698) 958,654 (1,640,881) Equity Shareholders’ Funds 16 703,249 1,545,006 The financial statements were approved and authorised by the Board of Directors on 31 March 2015. Signed on behalf of the Board of Directors. G. Riesel Chairman G. Brown Chief Operating Officer and Finance Director The notes set out on pages 21 to 35 form part of these financial statements. 18 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 19 Company Balance Sheet as at 30 November 2014 Notes 2014 £ 2013 £ 8 9 10 93,589 3,152,261 412 107,068 3,416,417 412 3,246,262 3,523,897 3,023,054 3,025 3,245,396 2,530 3,026,079 3,247,926 (5,355,437) (5,011,921) (2,329,358) (1,763,995) 916,904 1,759,902 (543,334) (518,828) 373,570 1,241,074 Fixed Assets Intangible Assets Tangible Assets Investments Current Assets Debtors Cash at Bank and in Hand Creditors: Amounts falling due within one year 11 12 Net Current Liabilities Total Assets Less Current Liabilities Creditors: Amounts falling due after more than one year 13 Net Assets Capital and Reserves Called up Share Capital Share Premium Account Investments – own shares Revaluation Reserves Profit and Loss Account 15 16 16 16 16 20,372 2,208,559 (1,698) 958,654 (2,812,317) 20,372 2,208,559 (1,698) 958,654 (1,944,813) Equity Shareholders’ Funds 16 373,570 1,241,074 The financial statements were approved and authorised by the Board of Directors on 31 March 2015. Signed on behalf of the Board of Directors. G. Riesel Chairman G. Brown Chief Operating Officer and Finance Director The notes set out on pages 21 to 35 form part of these financial statements. The Ground Transport Group 19 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 20 Consolidated Cash Flow Statement For the year to 30 November 2014 Notes 2014 £ 2013 £ Net cash inflow from operating activities 21 738,926 37,421 Returns on investments and servicing of finance 22 (70,327) (54,031) – 16,266 (518,080) (680,829) 150,519 (681,173) – – 150,519 (681,173) 150,519 (681,173) – – 150,519 (681,173) 150,519 (2,617,788) (681,173) (1,936,615) (2,467,269) (2,617,788) Taxation Capital expenditure and financial investment 22 Cash inflow/(outflow) before financing Financing 22 Increase/(decrease) in cash in the period Reconciliation of net cash flow to movement in net debt (Decrease)/increase in cash in the period Cash outflow from decrease in debt and lease financing 23 Changes in net debt resulting from cash flow Movement in net debt in the period Net debt at 30 November 2013 Net debt at 30 November 2014 23 The notes set out on pages 21 to 35 form part of these financial statements. 20 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 21 Notes to the Consolidated Financial Statements For the year to 30 November 2014 1. Accounting Policies (a) Basis of Accounting These financial statements have been prepared under the historical cost convention as modified for the revaluation of property and, for the reasons outlined on Page 5, on a going concern basis. (b) Basis of Consolidation The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings. Acquisitions of subsidiaries are dealt with by the acquisition method of accounting and their results are included from the date of acquisition. As permitted by section 408 of the Companies Act 2006, no separate Profit and Loss Account is presented in respect of the Company. The Company result can be found in note 16 on page 32. (c) Depreciation Depreciation is provided on fixed assets on a basis calculated to write off the cost or valuation thereof, less estimated residual value, over the estimated working life of the assets. The principal rates of depreciation are:Freehold land Freehold buildings Leasehold premises & improvements Computer & communications equipment Furniture & equipment Motor vehicles – executive hire Assets in the course of construction No depreciation is provided Over 30 years Over the term of the lease 20% - 33% straight line 15% straight line 33% straight line Not depreciated The Pathfinder System which was fully written down by February 2008 was depreciated on a straight line basis. (d) Revaluation of properties Individual freehold properties are revalued every year with the surplus or deficit on book value being transferred to the revaluation reserve, except that a deficit which is in excess of any previously recognised surplus over depreciated cost relating to the same property, or the reversal of such deficit, is charged (or credited) to the profit and loss account. A deficit which represents a clear consumption of economic benefits below cost is charged to the profit and loss account regardless of any such previous surplus. (e) Leased Assets Where assets are financed by leasing arrangements which transfer substantially all the risks and rewards of ownership of an asset to the Group, (finance leases), the assets are treated as if they had been purchased and the corresponding capital cost are shown as an obligation to the lessor. Leasing payments are treated as consisting of a capital element and finance costs, the capital element reducing the obligation to the lessor and the finance charges being written off to the Profit and Loss Account over the period of the lease. The assets are generally depreciated over the shorter of their estimated useful lives and the lease period. All other leases are regarded as operating leases and the payments made under them are charged to the Profit and Loss Account on a straight line basis over the lease term. (f) Goodwill When the cost of a business acquisition exceeds the fair value attributable to the Company’s share of net assets acquired the difference is treated as purchased goodwill. The goodwill is shown as an intangible asset and amortised over its useful economic life, up to a maximum of 10 years. (g) Intangible Assets When an asset has no physical substance, such as patents or licences, or is an internally developed product that satisfies a business requirement that the Group will gain future economic benefit, it is classified as intangible. Intangible assets are valued at cost and amortised over their deemed useful economic life, which is considered to be a maximum of 7 years, and are subject to regular impairment reviews. (h) Research and development Research and development expenditure is written off as incurred, except that development expenditure incurred on an individual project is capitalised when its future recoverability can reasonably be regarded as assured and it complies with the criteria of SSAP 13. Any expenditure capitalised is amortised on a straight line basis to each accounting period by reference to the expected useful economic life of the completed project. (i) Investments Investments are shown at cost less impairment. Any impairment is recognised in the profit and loss account in the year in which it occurs. (j) Turnover Turnover is the total amount receivable, excluding value added tax and intra-Group transactions, for charges to account clients – in relation to jobs where the company acts as a principal, account management fees – where the company acts as an agent, equipment installation subsidies, staff placement fees to clients, drivers’ subscriptions, taxi rentals and, in respect of cash bookings, the administration fee chargeable to drivers only. The total amount receivable, exclusive of value added tax, from customers for all journeys is recorded as the ‘gross transaction’ value. (k) Accounting for transactions managed As described in (i) above, in the profit and loss account where the company accounts only for the fee it earns on the transactions it manages on an agency basis. Where it settles underlying transport costs on behalf of its clients on this basis and therefore requests and receives funds to settle accounts invoiced by suppliers, it accounts both for the related client debtor and supplier creditors on a gross basis. The Ground Transport Group 21 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 22 Notes to the Consolidated Financial Statements For the year to 30 November 2014 1. Accounting Policies (continued) (l) Deferred taxation In accordance with Financial Reporting Standard 19, deferred tax is provided in full on material timing differences which result in an obligation at the Balance Sheet date to pay more tax, or a right to pay less tax, at a future date. The rates used are those expected to apply when the tax crystallises, based on current tax rates and law. Deferred tax assets and liabilities are not discounted. (m) Pensions The Company operates a defined contribution scheme for its employees. Contributions payable for the period are charged in the Profit and Loss Account. (n) Share Incentive Plan The Group operates a Share Incentive Plan (‘SIP’) through a UK Trust established for that purpose. The assets and liabilities of the Trust, which holds ordinary shares of the Company in connection with certain employee share schemes, are included within the Company and Group financial statements to the extent that the Group has control thereof. Any consideration paid or received by the Trust for the purchase or sale of the Company’s own shares is shown as a movement in the Company and Group shareholders’ equity. 2. Segmental Analysis The directors consider that there is only one business segment being the operation of a passenger transport service. Turnover arising on activities outside the United Kingdom is not significant. Turnover by revenue type is stated below. 2014 £ Amounts receivable from clients for taxis and similar services: - in respect of principal agreements - in respect of agency agreements Total gross transactions receivable from clients for taxis and similar services Less amounts paid over to third parties for their performance of services to customers 22 The Ground Transport Group £ 33,015,354 5,894,444 33,384,445 5,173,040 38,909,798 38,557,485 (5,894,444) (5,173,040) Amounts receivable from clients for taxis and similar services Management fees for providing taxi and car services Other management fees including equipment subsidies Drivers’ subscriptions Turnover 2013 £ £ 33,015,354 33,384,445 1,794,737 1,794 1,674,762 2,100,328 27,472 1,912,224 36,486,647 37,424,469 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 23 Notes to the Consolidated Financial Statements For the year to 30 November 2014 3. Interest Payable Bank and other interest payable 2014 £ 2013 £ 70,327 54,031 4. Loss on ordinary activities before taxation Profit/loss on ordinary activities before taxation is stated after charging / (crediting): Depreciation of owned assets Amortisation Operating lease rentals: – plant and machinery – land and buildings Auditors’ remuneration: Group and Company: – audit services (including £26,265 for the Company, 2013: £25,750) – for non-audit services paid to companies related to the auditors 2014 £ 2013 £ 679,282 120,008 840,107 117,102 306,429 87,450 326,514 89,742 35,190 34,500 17,079 20,017 The Ground Transport Group 23 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 24 Notes to the Consolidated Financial Statements For the year to 30 November 2014 5. Staff costs and Directors’ Emoluments Directors’ emoluments Aggregate emoluments Company contributions to personal pension schemes 2014 £ 2013 £ 452,573 15,635 464,763 16,301 468,208 481,064 Emoluments payable to the highest paid director are as follows: Aggregate emoluments including pension contributions 2014 £ 2013 £ 143,983 144,030 The number of directors for whom contributions were made to personal pension schemes was 4 (2013: 4) Staff costs, including directors’ costs, during the period were as follows: 2014 £ Wages and salaries Social security costs Pension costs 2013 £ 4,439,243 393,361 86,200 4,504,005 381,500 67,499 4,918,804 4,953,004 The average number of employees during the period (including directors) was as follows: 2014 2013 Number Number Operations Management and administration 24 The Ground Transport Group 116 44 114 50 160 164 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 25 Notes to the Consolidated Financial Statements For the year to 30 November 2014 6. Taxation The Company is liable to United Kingdom corporation tax on its profits. (a) Analysis of credit for the period 2014 £ 2013 £ Current Tax:United Kingdom corporation tax based on the loss for the period Adjustments in respect of previous periods – – – (16,266) Tax on ordinary activities – (16,266) (b) Factors affecting the tax credit for the period The tax charge/ (credit) assessed for the period is lower than the standard rate of Corporation Tax in the UK of effective 21.66% (2013: 23.3%). The differences are explained below: 2014 £ 2013 £ Loss on ordinary activities before tax (841,757) (543,480) Loss on ordinary activities multiplied by effective rate of Corporation Tax of 21.66% (2013: 23.33%) Capital allowances in excess of depreciation Other short term differences Expenses not deductible for tax purposes Utilisation of tax losses Adjustments to tax credit in respect of previous periods Unrelieved tax losses (182,351) (46,166) 271 57,877 – – 170,369 (126,803) (15,291) 259 60,184 (42,780) (16,266) 124,431 – (16,266) Current tax charge/(credit) for period At 30 November 2014 the Group has an unrecognised net deferred tax liability of £50,233 (2013: £50,355) arising on the cumulative excess of depreciation over capital allowances, an unrecognised net deferred tax asset of £487,737 (2013: £380,803) arising on trading losses carried forward to future periods and an unrecognised net deferred tax asset of £2,598 (2013: £2,349) arising on short term timing differences. The Ground Transport Group 25 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 26 Notes to the Consolidated Financial Statements For the year to 30 November 2014 7. Loss per Share Basic loss per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period. 2014 £ 2013 £ Loss for the period (841,757) (527,214) Brought forward number of ordinary shares Basic loss per share denominator 2,037,200 2,037,200 2,037,200 2,037,200 (41.32p) (25.88p) Basic loss per share The weighted average number of ordinary shares in issue has been calculated on the same basis for all periods. All numbers of shares above are stated on a weighted average basis calculated over the relevant periods. 8. Intangible Assets Group Purchased Goodwill £ Intangible Development £ Licenses Total £ £ Cost/Valuation At 1.12.2013 Additions 68,405 – 545,696 47,434 125,000 – 739,101 47,434 At 30.11.2014 68,405 593,130 125,000 786,535 Amortisation At 1.12.2013 Charge for year 68,405 – 273,742 120,008 125,000 – 467,147 120,008 At 30.11.2014 68,405 393,750 125,000 587,155 Net Book Value At 30.11.2014 – 199,380 – 199,380 At 30.11.2013 – 271,954 – 271,954 Company Intangible Development £ Total Cost/Valuation At 1.12.2013 Additions 111,756 18,720 111,756 18,720 At 30.11.2014 130,476 130,476 Amortisation At 1.12.2013 Charge for year 4,688 32,199 4,688 32,199 At 30.11.2014 36,887 36,887 Net Book Value At 30.11.2014 93,589 93,589 107,068 107,068 At 30.11.2013 26 The Ground Transport Group £ RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 27 Notes to the Consolidated Financial Statements For the year to 30 November 2014 9. Tangible Fixed Assets Group Freehold Property Land £ Freehold Property Buildings £ Leasehold Property & Improvements £ Computer & Communication Equipment £ Furniture and Equipment £ Motor Vehicles £ Pathfinder System £ Total £ At 1.12.2013 Revaluation Disposals Additions at Cost 742,000 – – – 1,644,359 – – 3,353 12,785 – – – 5,472,295 – – 462,497 140,249 – – 4,796 10,750 – – – 7,106,969 – – – 15,129,407 – – 470,646 At 30.11.2014 742,000 1,647,712 12,785 5,934,792 145,045 10,750 7,106,969 15,600,053 At 1.12.2013 Revaluation – – 54,812 – 12,785 – 3,887,229 – 79,344 – 8,517 – 7,106,969 – 11,149,656 – Disposals Charged for the year – – – 54,961 – – – 609,080 – 14,683 – 558 – – – 679,282 At 30.11.2014 – 109,773 12,785 4,496,309 94,027 9,075 7,106,969 11,828,938 At 30.11.2014 742,000 1,537,939 – 1,438,483 51,018 1,675 – 3,771,115 At 30.11.2013 742,000 1,589,547 – 1,585,066 60,905 2,233 – 3,979,751 Cost/Valuation Depreciation Net Book Value Land and buildings were revalued during the period by T W Firrell of Terence Firrell Chartered Surveyors on the basis of open market value. The historical cost of the freehold buildings included at a valuation of £1,644,359 was £2,112,077. The historical cost of the land included at a valuation of £742,000 was £545,115. The Ground Transport Group 27 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 28 Notes to the Consolidated Financial Statements For the year to 30 November 2014 9. Tangible Fixed Assets (continued) Company Freehold Property Land £ Freehold Property Buildings £ Leasehold Property & Improvements £ Computer & Communication Equipment £ Furniture and Equipment £ Motor Vehicles £ Pathfinder System £ Total £ At 1.12.2013 Revaluation Additions at Cost 742,000 – – 1,644,359 – 3,353 10,170 – – 2,826,930 – 188,683 128,060 – 4,796 10,750 – – 7,106,969 – – 12,469,238 – 196,832 At 30.11.2014 742,000 1,647,712 10,170 3,015,613 132,856 10,750 7,106,969 12,666,070 At 1.12.2013 Revaluation Charged for the year – – – 54,812 – 54,961 10,170 – – 1,805,201 – 390,786 67,152 – 14,683 8,517 – 558 7,106,969 – – 9,052,821 – 460,988 At 30.11.2014 – 109,773 10,170 2,195,987 81,835 9,075 7,106,969 9,513,809 At 30.11.2014 742,000 1,537,939 – 819,626 51,021 1,675 – 3,152,261 At 30.11.2013 742,000 1,589,547 – 1,021,729 60,908 2,233 – 3,416,417 Cost/Valuation Depreciation Net Book Value Land and buildings were revalued during the period by T W Firrell of Terence Firrell Chartered Surveyors on the basis of open market value. The historical cost of the freehold buildings included at a valuation of £1,644,359 was £2,112,077. The historical cost of the land included at a valuation of £742,000 was £545,115. 28 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 29 Notes to the Consolidated Financial Statements For the year to 30 November 2014 10. Investments held as fixed assets Company Share Capital £ Loans £ Total £ Cost At 1.12.2013 and 30.11.2014 300,412 1,229,123 1,529,535 Impairment At 1.12.2013 and 30.11.2014 (300,000) (1,229,123) (1,529,123) Net Book Value At 30.11.2014 412 – 412 At 30.11.2013 412 – 412 The Company holds more than 20% of the share capital of the following: Country of registration Class and operation of share Proportion held Nature of business Xeta Taxis Limited England Ordinary 100% Taxi hire service One Transport Limited England Ordinary 100% Transport management service Mountview Chauffeur Limited England Ordinary 100% Dormant Mountview Ground Transport Limited England Ordinary 100% Dormant Radio Taxicabs (International) Limited England Ordinary 100% Corporate Trustee Taxi Network Limited England Ordinary 100% Dormant The London Taxi Times Limited England Ordinary 100% Dormant Radio Taxis Limited England Ordinary 100% Dormant First Chauffeur Limited England Ordinary 100% Dormant First Connextions Limited England Ordinary 100% Dormant Radio Taxis Group Limited England Ordinary 100% Dormant Name Subsidiary undertakings Xeta Taxis Limited is exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A. The Ground Transport Group 29 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 30 Notes to the Consolidated Financial Statements For the year to 30 November 2014 11. Debtors 2014 £ 2013 £ 2014 £ Company 2013 £ 4,202,722 103,755 1,556,465 5,163,140 179,470 489,998 2,480,869 99,630 442,555 2,729,401 161,533 354,462 5,862,942 5,832,608 3,023,054 3,245,396 Group Trade debtors Other debtors Prepayments and accrued income Included in other debtors of the Group and Company is £Nil (2013:£25,000) due after more than one year in respect of a subordinated loan to Radio Taxicabs (London) Credit Union Limited. Following the transfer of Radio Taxicabs (London) Credit Union Limited to London Capital Credit Union Limited on 30 September 2014 £15,000 will be repaid to the Group in two equal tranches with the final instalment being by 30 October 2015 and £10,000 has been converted into a grant to London Capital Credit Union Limited. 12. Creditors: Amounts falling due within one year 2014 £ 2013 £ 2014 £ Company 2013 £ 3,346,888 2,489,215 1,711,385 – 617,110 163,584 243,018 2,768,653 2,620,500 1,712,269 – 482,280 128,546 270,082 227,900 1,616,646 1,661,758 1,254,129 435,829 39,631 119,544 305,625 1,494,697 1,656,124 1,105,444 246,942 26,608 176,481 8,571,200 7,982,330 5,355,437 5,011,921 Group Trade creditors Bank overdrafts Driver creditors Amounts owed to group undertakings Other taxation and social security Other creditors Accruals and deferred income The bank overdraft is secured on the trade debtors, as part of the invoice discounting facility. 13. Creditors: Amounts falling due after more than one year 2014 £ 2013 £ 2014 £ Company 2013 £ 561,024 19,910 554,745 4,944 523,424 19,910 513,884 4,944 580,934 559,689 543,334 518,828 Group Drivers’ bond deposits Other creditors In the event of a driver leaving the circuit, the driver’s bond deposit will be repayable on demand. The maximum deposit per driver is £500. The Group considers that, ordinarily and given the nature of the business, aggregate bond amounts due to drivers will remain at a similar level year on year and accordingly has disclosed the aggregate balance as an amount falling due after more than one year. 30 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 31 Notes to the Consolidated Financial Statements For the year to 30 November 2014 14. Financial Instruments The Group uses financial instruments, other than derivatives, comprising borrowings, cash, liquid resources and various items such as trade debtors, trade creditors etc, that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Group’s operations. The main risk arising from the Group’s financial instruments is liquidity risk. The directors review and agree policies for managing this risk. It is and has been in the period under review the Group’s policy that no trading in financial instruments shall be undertaken. Short-term debtors and creditors As permitted by FRS 13, short-term debtors and creditors have been excluded from all the following disclosures. Liquidity risk The Group seeks to manage financial risk, to ensure sufficient liquidity is available to meet foreseeable needs and to invest cash safely and profitably. Short-term flexibility is achieved by bank facilities bank facilities secured against trade debtors as part of an invoice discounting facility up to a maximum of £5,000,000 of qualifying trade debtors. Maturity of financial liabilities The Group financial liabilities at 30 November 2014 were as follows: 2014 £ 2013 £ 2,489,215 – – 2,620,500 – – Between one and two years Amounts due under finance leases Loan notes – – – _ Between two and five years Amounts due under finance leases – _ 561,024 554,745 3,050,239 3,175,245 In less than one year or on demand Bank overdraft Amounts due under finance leases Loan notes In more than five years Drivers’ bond deposits The Ground Transport Group 31 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 32 Notes to the Consolidated Financial Statements For the year to 30 November 2014 15. Share Capital 2014 2013 Number £ Number £ Authorised Ordinary shares of 1p each 2,275,384 22,754 2,275,384 22,754 Allotted and called-up Fully Paid Ordinary shares of 1p each 2,037,200 20,372 2,037,200 20,372 16. Reconciliations of Movements in Shareholders’ Funds Share capital £ Share premium £ Group Investments own shares £ At 1.12.2013 Revaluation Loss for the year 20,372 – – 2,208,559 – – (1,698) – – 958,654 – – (1,640,881) – (841,757) 1,545,006 – (841,757) At 30.11.2014 20,372 2,208,559 (1,698) 958,654 (2,482,638) 703,249 Share capital £ Share premium £ Company Investments own shares £ At 1.12.2013 Revaluation Loss for the year 20,372 – – 2,208,559 – – (1,698) – – 958,654 – – (1,944,813) – (867,504) 1,241,074 – (867,504) At 30.11.2014 20,372 2,208,559 (1,698) 958,654 (2,812,317) 373,570 Revaluation Profit and Shareholders’ reserves Loss Account funds £ £ £ Revaluation Profit and Shareholders’ reserves Loss Account funds £ £ £ Under the terms of the Radio Taxis Share Incentive Plan, at 30 November 2014 the Trust held 4,500 ordinary shares that had been purchased by and for the benefit of certain employees. The Trust held a further 4,500 shares allocated to the Trust by Mountview House Group Limited for the benefit of those employees as ‘matching’ shares on a 1 for 1 basis. Employees forfeit their ‘matching’ shares if they leave the Group within 3 years of allotment. The Radio Taxis Share Incentive Plan was set up to enable it to buy and sell the Company’s shares. Shares held by the trust are solely for distribution to employees. 32 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 33 Notes to the Consolidated Financial Statements For the year to 30 November 2014 17. Group and Company Annual commitments under non-cancellable operating leases are as follows: Group and Company 2014 Operating leases which expire: Within one year In the second to fifth years inclusive Over five years Land and Bulidings £ 2013 Other £ Land and Bulidings £ Other £ – 87,450 – 2,890 286,529 – – 88,300 – 4,483 301,946 16,821 87,450 289,419 88,300 323,250 18. Capital Commitments As at the balance sheet date the Group and Company were committed to the following obligations: 2014 £ 2013 £ 2014 £ Company 2013 £ 183,000 199,940 Nil 46,740 Group Contracted but not provided for 19. Contingent Liabilities The Group may be subject to certain legal proceedings in the normal course of business. There is no litigation in progress, which, in the opinion of management, will have a material adverse effect on the Group’s financial position or operating results. The Group has given a statutory guarantee on all year end liabilities at 30 November 2014 in respect of Xeta Taxis Limited as Xeta Taxis Limited was exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A. 20. Related Party Transactions During the year Radio Taxicabs (Credit Union) Limited accepted deposits and provided loans to its members all of which were either drivers or staff of Mountview House Group Limited. On 30 September 2014 the assets and liabilities of the Credit Union were transferred to London Capital Credit Union Limited which is not a Related Party of the Group. Mountview House Group Limited had in place with the Credit Union a subordinated loan of £25,000, attracting nil%, to comply with the current rules of The Financial Conduct Authority. Following the transfer £10,000 of this loan has been converted into a grant to London Capital with the remainder being repaid to the Group by 30 October 2015 (see note 11). The Ground Transport Group 33 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 34 Notes to the Consolidated Financial Statements For the year to 30 November 2014 21. Reconciliation of Operating Loss to Operating Cashflows Year ended 30 November 2014 2013 £ £ Operating loss Depreciation and amortisation (Increase)/decrease in debtors Increase/(decrease) in creditors Net cash inflow from operating activities (771,430) 799,290 (30,333) 741,399 (489,449) 957,210 (696,089) 265,749 738,926 37,421 22. Analysis of Cash Flow for Headings Netted in the Cash Flow Statement Year ended 30 November 2014 2013 £ £ 34 Returns on investments and servicing of finance Interest received Interest paid – (70,327) – (54,031) Net cash outflow from investments and servicing of finance (70,327) (54,031) Capital expenditure and financial investment Purchase of intangible assets Purchase of tangible fixed assets (47,434) (470,646) (136,521) (544,308) Net cash outflow from capital expenditure and financial investment (518,080) (680,829) Net cash inflow from acquisitions and disposals – – Financing Increase in share capital Loan note – – – – Net cash outflow from financing – – The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 35 Notes to the Consolidated Financial Statements For the year to 30 November 2014 23. Analysis of Changes in Net Debt At 1.12.2013 £ Cashflows £ At 30.11.2014 £ Cash at bank and in hand Bank overdraft 2,712 (2,620,500) 19,234 131,285 21,946 (2,489,215) Total (2,617,788) 150,519 (2,467,269) 24. Post Balance Sheet Event On 12 March 2015 Mountview House Group Limited exchanged contracts on the sale of the Mountview House property in Finsbury Park. The sale is to an independent third party property developer for £5,000,000 compared to the net book value at November 2014 of £2,279,939. The completion date is set for 30 April 2015. The Ground Transport Group 35 RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:49 Page 36 Financial Calendar Shareholder Information Event Date Notice of Annual General Meeting 9 April 2015 Quarterly Share Auction 17 April 2015 Annual General Meeting 19 May 2015 Quarterly Share Auction 10 July 2015 Interim Statement 2015 July 2015 Quarterly auction 9 October 2015 Mountview House Group Limited operates a closed market and only drivers and employees may hold shares. Shareholders who leave have seven months within which to sell their shares. If they are not successful in that time the Company takes legal authority over the shares and sells them on the shareholder’s behalf. There are two ways to buy and sell shares. Shares can be transferred between colleagues or traded through Asset Match at the Mountview House Group quarterly auctions. Drivers and employees who wish to trade off-market should contact the company secretary for further details and need to bear in mind that transfers are not complete until the formalities have been finalised and the change of ownership entered in the register of members. Drivers and employees may also buy and sell Mountview House Group shares through Asset Match (www.assetmatch.com). To buy shares at auction, drivers and employees need to open an 36 The Ground Transport Group account with The Share Centre. Visit the website www.share.com or call them on 0800 800 008. Asset Match is Peer to Peer Trading Facility and is not a recognised investment exchange, recognised clearing house or regulated market within the meaning of the Markets in Financial Instruments Directive. Asset Match Limited is authorised and regulated by the Financial Conduct Authority under reference number 579310. Mountview House Group Limited’s shares are unlisted and may not be suitable for all investors, the share price,value and the income from Mountview House Group can go down as well as up and investors may not get back their original investment. If you are in any doubt about the suitability of an investment service or product, you should seek independent financial advice. This document should not be regarded as a solicitation or a recommendation to buy, sell or subscribe to any investment, product or service. RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:50 Page 37 The Ground Transport Group RTG AnnualReport 2014_RTG AnnRep2014 01/04/2015 10:50 Page 38 The Ground Transport Group Mountview House Group Limited Mountview House Lennox Road London N4 3TX 020 7272 5471 www.mvhg.co.uk
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