Annual Report - Mountview House Group

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
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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
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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.
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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
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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.
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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%.
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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
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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
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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
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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
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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
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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
`