marston report and financial statements · report and financial statements 31 march 2008 registered...

(FORMERLY DRAKES GROUP LTD)

Report and Financial Statements31 March 2008

Registered Number - 02512508

MarstonGROUP

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arstonGROUP

Chairman’s Statement

Chief Executive’s Review

Financial Report

Directors’ report

Statement of directors’ responsibilities

Report of independent auditors

Profi t and loss account

Balance sheet

Cash fl ow statement

Notes to the fi nancial statements

3

5

18

18

20

21

23

24

25

26

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Annual Report & Accounts

Directors D Biss P A Caddy A J Clark M A Cowley G Hughes J P Marston (appointed 4 April 2008)

F J Millerick I D Morgan (appointed 4 April 2008)

S Newman R Poulter D A Simcox

Secretary AG Secretarial Limited 100 Barbirolli Square Manchester M2 3AB

Auditors Grant Thornton UK LLP Grant Thornton House Melton Street Euston Square London NW1 2EP

Bankers Clydsdale Bank Lloyds TSB Plc 3 The Chase 34 Moorgate John Tate Road London Hertford EC2R 6DN SG13 7NN

Lawyers Bircham Dyson Bell 50 Broadway Westminster London SW1H 0BL

Registered Offi ce 50 Broadway Westminster London SW1H 0BL

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arstonGROUP

On 4 April 2008, John Marston & Co combined with Drakes Group Limited to form the enlarged Marston Group (“Marston”). In the summer of 2007, Frank Millerick and I started having discussions about our respective visions for the enforcement industry, and it quickly became apparent that our visions were very similar. We both believe that there is a real opportunity to transform the reputation of the industry through implementing new standards of ethical governance, transparency and more varied enforcement methods.

It also became clear that combining the two businesses would facilitate much greater investment through pooling of resources, more effective initiatives through pooling of talent, utilisation of best practice in each organisation, and greater effi ciencies through economies of scale. A broader range of services could also be provided to each client base.

As the two senior management teams got to know each other prior to the completion of the transaction, it was very clear that there was also a good fi t in respect of both skill sets and personalities. What impressed me, in particular, was to see quite how much work the former Drakes Group had undertaken in respect of implementing and embedding ethical values within the organisation. The breadth and depth of initiatives they had undertaken – combined with comprehensive and rigorous external reviews by an ethical audit fi rm – was of a scale rarely seen in any industry, let alone the enforcement industry.

This convinced me that I had found the right strategic partner to invest and grow the quality and scale of writ enforcement solutions, and also to lobby for continued reform of the wider enforcement sector.

Frank asked me to become Chairman of the enlarged trading Group, and I was delighted to accept. As Chairman of the High Court Enforcement Offi cers Association for over ten years, I spent a lot of time communicating with both government and the judiciary in respect of reform of high court enforcement. These reforms were implemented in 2003, and at that time I was awarded an OBE for services to the industry.

Chairman’s Statement

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I now intend to build on that work by lobbying government for a simplifi ed fee structure for enforcement of distress warrants and liability orders, one similar to that already in place for the Group’s HMCS contracts. Since the introduction of the HMCS fee schedule on 1 January 2008, there have been no complaints in relation to incorrect application of fees. Debtors have been afforded greater certainty, and there has been signifi cantly reduced potential for disagreement or confl ict on the doorstep.

I will therefore continue to lobby for the introduction of a fee structure similar to that of the HMCS contracts across all distress warrants and liability orders, which would result in a reasonable, easily understood and uniform fee that incentivised early stage collection and removed decision-making powers from enforcement offi cers in relation to the application of fees.

John Marston OBE Chairman 30 July 2008

John Marston presents the Scrutiny Team of the Year award at the Good Scrutiny Awards, June 2008. Also present are Baroness Hamwee,

CfPS President (left), and Claer Lloyd-Jones, Ethical Audit Partner at Rockpools (second left).

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arstonGROUP

Introduction

Our clients, Her Majesty’s Courts Service (“HMCS”), Her Majesty’s Revenue & Customs (“HMRC”), the Child Support Agency (“CSA”), Transport for London (“TfL”), local authorities and fi rms of solicitors, seek enforcement partners with rigorous controls procedures, comprehensive training facilities, higher collection rates and lower complaints. Marston has always been at the forefront of these developments, as evidenced by signifi cant and sustained expenditure on our compliance and audit functions, and on our back-offi ce support systems.

Marston’s internal control environment is now without peer in the industry, and numerous client audits have found that we levy charges lawfully and properly. Successive audits have also found that complaint levels are very low (less than 0.3% of warrants paid). This helps demonstrate that our strong operational performance is allied to good governance. We place a great deal of emphasis on this, as contract retention is key to our vision, rather than short-term profi tability. The conclusions of the most recent Ethical Governance audit are set out on page 9.

We have also been lobbying government for reform of the road traffi c debt statutory fee schedule, as there will always be some degree of risk if the level of fees charged is at the discretion of the attending enforcement offi cer. We strongly hold that the current statutory fee schedule, which is complex and has a wide range of possible charges, should be replaced by a single administration fee, a single attendance fee and a single removal fee. This would completely remove the capacity for inappropriate fees to be charged.

We have commenced implementation of a new and innovative strategy that is having a very positive effect on offi cer effi ciency, and which we believe is unique to the industry. The implementation of this new strategy is set to continue, and is expected to deliver yet stronger performance over the coming fi nancial year.

Confi dence in our organisation has been demonstrated by key contract wins and extensions during the period under review. We commenced the fi rst national CSA contract in July 2007, in November 2007 we were awarded a fi ve-year contract by the London Borough of Camden and in January 2008 all four HMCS contracts were extended until April 2009.

Chief Executive’s Review

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Turnover

Enforcement divisionEnforcement turnover principally comprises the following elements:

Enforcement of distress and arrest warrants on behalf of Her Majesty’s Court Service (“HMCS”)The Group provides enforcement services to four of the six HMCS regions in England. We also enforce distress warrants on behalf of certain HMRC offi ces within those regions.

We have sought to develop these fi rst-generation contracts through partnership working. There has been an open exchange of ideas, which has proved benefi cial to both client and contractor. Marston has also invested further in on-street compliance monitoring, training, and cultural diagnostics.

Members of the enlarged team presenting at the Marston Group stand, Parkex, April 2008.

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arstonGROUP

Enforcement of road traffi c debt on behalf of local authorities (“RTA”)During the year under review, road traffi c debt revenues were impacted by the London Borough of Barnet vs Moses legal judgement. This judgement found that Barnet’s penalty charge notices (“PCNs”) were invalid because they failed to specify the date of issue. All of Barnet’s unpaid PCNs were unenforceable as a result of this technicality, and all outstanding warrants were therefore recalled. A number of our other local authority clients also found that their PCNs were non-compliant and were also forced to recall outstanding warrants. Warrant fl ow has since resumed.

A number of key clients extended our contracts during the period under review, including TfL Congestion Charging and London Borough of Camden.

Other enforcement incomeOther enforcement income includes collection of CSA arrears, council tax liability orders and National Enforcement Agency operations.

In July 2007, Marston commenced the national CSA contract as the preferred supplier. We also continue to conduct National Enforcement Agency operations and specialised security work for liquidators and insolvency practitioners.

Enforcement of arrest warrantsArrest warrants are issued by magistrates courts for non-payment of a court fi ne that has already been chased under the distress warrant process. Enforcement of these warrants was handled exclusively by the police until 2001, at which point the Courts Act opened the market to private competition.

Marston provides arrest warrant services to two of the four HMCS regions for which it operates. Unlike distress warrants, where fees are paid by the defendants, invoices are submitted to HMCS for arrest warrant services. Marston has a combination of fi xed price and success-fee contracts.

Local authorities can also issue arrest warrants for non-payment of council tax and non-domestic rates if they are uncollected at the enforcement stage. The volume of these warrants is expected to increase as local authorities seek more stringent enforcement.

Parking ServicesThis division operates a car pound and provides clamping and removal services to clients within the London area. Marston has scaled down its operations in this market over recent years, in order to focus on the high-growth enforcement market. We do continue, however, to deliver strong performance to our core client base.

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Operating profi t

The operating profi t margin increased slightly from 10.8% to 11.1%.

Our back offi ce systems are now fully developed and can comfortably service anticipated warrant volumes. This, combined with increased offi cer effi ciency resulting from initiatives already underway, is expected to continue to increase margins over the coming fi nancial year.

Cashfl ow

Net cash infl ow from operating activities is 20 per cent lower than operating profi t, due to a 36 per cent increase in trade debtors and a decrease in creditors.

Underlying cash infl ow is, however, inherently strong. This is due to the fact that our enforcement offi cers principally collect fi nes and fees from defendants, and then pay the amounts received into a designated client account. Once the cash has cleared, we pay the clients and transfer our fees to our main bank account. The cash has therefore already principally been collected at the point it is recognised as income. Furthermore, Enforcement Operations has a low capital expenditure requirement, although certain internally developed software costs have again been capitalised this year.

Frank Millerick (right), presenting the Credit Manager of the Year award to Julie Etheridge of Vodafone (centre) at the Credit Today Awards,

May 2008. Also present are Heather Greig-Smith, Credit Today Editor (left), and Lenny Henry (behind).

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arstonGROUP

Ethical audit

During the period under review, Marston re-engaged Rockpools, the ethical audit consultancy, to measure Marston’s ethical standards and corporate culture against Audit Commission benchmarks. The purpose of the audit was to determine the extent to which the stewardship and internal controls of the company are suffi cient to deliver positive ethical outcomes – ie to assess whether the policies, practices, procedures and standards set out by the board:

◆ conform to the company’s stated purpose and to best practice;

◆ promote the values of the company;

◆ provide suffi cient information to allow the board to make informed decisions;

◆ facilitate the management of risk;

◆ are monitored effectively from board level to the front line of the company;

◆ allow effective proactive engagement with relevant stakeholders;

◆ take account of human rights legislation, respect diversity and promote equality; and

◆ deliver outcomes on the part of individual bailiffs/enforcement offi cers that conform to company policy and best practice.

The fi nal report was published on 29 July 2008 and concluded as follows:

“We have been pleased to assist the former Drakes Group over the past year and now the Marston Group with its progress towards achieving its ambitious ethical outcomes. We have witnessed a real and sustained improvement in the way the Marston Group delivers its services over that time. There has been considerable progress in aligning systems and processes to ensure that the organisation is continuing to do the right

things in the right way. We are delighted to confi rm that as a result of this year’s ethical governance audit, we fi nd that the Marston Group is doing the right things - and has both

the commitment and the potential to continue doing them in the right way in future.”

“The former Drakes Group has consistently striven for, and for the most part succeeded, in developing best practice in ethics and good governance in the enforcement industry. The acquisition by Drakes of John Marston & Co has allowed this positive approach to permeate the enforcement industry further. We consider that there would be industry-wide benefi ts, should the Marston Group choose to make further acquisitions in future.”

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The Marston board has agreed the following ethical governance outcomes:

◆ publicising its vision and values and statement;

◆ formalising and communicating its Corporate Social Responsibility policy;

◆ continued lobbying for a simplifi ed fee structure that gives incentives for ethical behaviour and more varied enforcement methods;

◆ implementation of a national standard best practice code;

◆ facilitating integration of the two companies that now comprise the Marston Group;

◆ ensuring that the Marston Group board has the best possible structure and focus;

◆ ensuring the Marston Group is at the leading edge of thinking in the enforcement industry;

◆ developing the reputation of the Marston Group as a centre of excellence in the delivery of enforcement services.

We are in the process of implementing recommendations, which include consolidating the work already being undertaken into a formal corporate social responsibility statement, and further developing our internal and external communications strategy.

We remain impressed with the depth and quality of work performed by Rockpools, and feel that they have helped us to further embed awareness of ethical frameworks into our organisation. We have agreed a continuing relationship to ensure that our control environment is kept fresh and focused. We also appreciated the input of the quality review panel during the audit, which included Peter Tutton of the Citizens Advice Bureau and Alison Kelly of the Audit Commission (in a personal capacity).

ISO 9001:2000

In June 2008, Marston was strongly recommended for reaccreditation with ISO 9001:2000 for Quality Systems Management, following a new inspection of our documentation, training and control procedures. The assessment report noted that the Group had grown through acquisition, but that changes were seen to be refl ected in updated and reissued policies, manuals, procedures, forms and computer databases, and that all processes defi ned through the ‘plan, do, check, act’ cycle were assessed and found to continue to meet all requirements of ISO 9001:2000.

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arstonGROUP

ISO 27001

In May 2007, Marston approached the British Standards Institution (who are UKAS accredited) regarding accreditation to the ISO 27001 standard, in order that we could give our clients comfort in respect of information security.

ISO 27001 is the formal standard against which organisations may seek independent certifi cation of their Information Security Management Systems (meaning their frameworks to design, implement, manage, maintain and enforce information security processes and controls systematically and consistently throughout the organisation).

The standard specifi es the requirements for establishing, implementing, operating, monitoring, reviewing, maintaining and improving a documented information systems management system within the context of the organisation’s overall risk management processes. It specifi es requirements for the implementation of security controls customised to the needs of individual organisations and is intended for use within organisations to:

◆ ensure compliance with laws and regulations;

◆ act as a process framework for the implementation and management of controls to ensure that the specifi c security objectives of an organisation are met;

◆ defi ne new information security management processes;

◆ identify and clarify existing information security management processes;

◆ determine the status of information security management activities;

◆ be used by the internal and external auditors of organisations to demonstrate the information security policies, directives and standards adopted by the organisation and to determine the degree of compliance with those policies, directives and standards;

◆ provide relevant information about information security policies, directives, standards and procedures to trading partners and other organisations that they interact with for operational or commercial reasons;

◆ implement business enabling information security; and

◆ be used by organisations to provide relevant information about information security to customers.

At the beginning of July 2008, Marston was recommended for certifi cation to the ISO 27001 standard, and we have now joined a list of only 365 organisations in the UK that have made a full commitment to the standard.

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Skills Pledge

Marston has signed up to the Skills Pledge, as part of a commitment to our staff, and with the support of our stakeholders. This is a voluntary, public commitment by us to support our employees in developing their basic skills, including literacy and numeracy, and to work towards relevant, valuable qualifi cations equivalent to at least NVQ Level 2 (equivalent to 5 GCSEs [A-C]). Research shows that one of the keys to a productive, successful business is having a skilled and competent workforce. The Skills Pledge is an opportunity for Marston to show publicly and demonstrably the importance we place on investing in the skills of our people.By making this commitment, we hope to ensure that all staff are suffi ciently skilled, competent and able to make a full contribution to our success, and also to facilitate career development of committed individuals. We believe that we are the only civil enforcement agency to have signed up for this pledge.

Investors In People

Marston has also signed up to Investors in People (“IiP”). This is a voluntary assessment scheme backed by the UK Department for Education and Skills. IiP was developed through a partnership of businesses and other national organisations. The scheme aims to improve organisational performance through better planning, implementation and evaluation of learning and development programmes, across organisations of all sizes and sectors. Organisations such as Marston apply to be assessed against ten key best practice indicators, which form part of the Investors in People Standard. If the external assessors can fi nd suffi cient evidence of policy and practices in line with each indicator, the organisation is awarded recognition of its Investors in People status. Marston expects to obtain full accreditation by October 2008.

Front-end amicable payment options

In order to increase the opportunities for front-end amicable collections - and to offer the greatest payment options to the widest cross-section of society - Marston has successfully trialled a variety of collection initiatives, including payment cards and paperless direct debit. Once in receipt of their payment card, debtors are able to use it to pay their fi nes at their convenience (within agreed timescales), using a payment method that most suits them - including all 18,000 PayPoint outlets (with payment terminals located in newsagents, convenience stores, supermarkets and garages). This network, by the nature of its outlets, provides long and convenient opening hours. The variety of networks includes 800 Woolworths stores and 16,000 Post Offi ce branches. Many of these outlets also accept payments by debit and credit card.A paperless direct debit service has also been introduced during the period under review, in recognition of the fact that direct debit is the preferred payment method for over 45 per cent of the UK bill-paying population. This eliminates the need for much of the paperwork normally associated with this type of collection. Using secure online scripting, new direct debits are set up over the telephone, minimising set-up time and greatly reducing administration costs. The amount currently processed monthly via these two initiatives is in excess of £0.25m monthly, and continues to increase on a monthly basis.

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arstonGROUP

24/7 Automated Payment Service

In order to enhance the success of the payment card and direct debit initiatives, Marston has recently introduced a 24x7 secure automated telephone payments line. This is operated through CallCollect, who are one of the market-leading processors of automated telephone payments. The system has already captured many out-of-hours payments by promoting 24x7 access, and has reduced the burden on our internal telephone infrastructure by removing calls from our call centre. Key features of the system include seamless integration with existing VoiceSage solutions and real-time transaction processing - with immediate success/declined feedback to debtors.

City & Guilds training

As part of our quest to improve standards within the industry, the Marston board has undertaken to have both our training course and dedicated facility formally accredited by City & Guilds during the 2008/09 fi nancial year.

This is currently underway, and we believe that we are currently the only civil enforcement agency that is able to offer a City & Guilds-approved training course (insofar that others may have made an initial application, but not progressed beyond that initial application).

Celebration dinner for the winners of the monthly employee Star Awards, Summer 2007.

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Call Centre Agent training

During the period under review, a three module training cycle was introduced within our call centres. This is designed to:

◆ develop the telephone techniques of the teams;

◆ standardise the style of answering and dealing with calls;

◆ develop negotiating skills;

◆ look at the various ways of achieving payment;

◆ maximise pre-doorstep collection opportunities; and

◆ develop skills in dealing with diffi cult debtors.

This initiative has been favourably received by call centre staff and has resulted in increased pre-doorstep collection recoveries.

Confl ict Management training

Marston has developed a bespoke one-day confl ict management training course, in partnership with a recognised third party. The purpose is to train enforcement offi cers in the principles of personal safety and confl ict management, in compliance with the Health and Safety at Work Act 1974. Key components of the training include:

◆ how and what to report regarding physical and non-physical abuse and violence;

◆ dynamic risk assessment;

◆ the human communication process and the barriers that can occur;

◆ the value of active listening;

◆ changes in human physiology that occur as a result of the ‘fi ght or fl ight’ syndrome;

◆ the main causes of aggression; triggers and inhibitors; the stages of aggression;

◆ visible warning and danger signs;

◆ non-verbal communication;

◆ listening skills; empathy; defusing skills; and

◆ methods of achieving rapport.

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arstonGROUP

Marston Group Charitable Trust

In July 2008, the Marston Group Charitable Trust was created and an application has been made for charitable status. The principal objective of the Trust is to make grants to community organisations within the regions in which the Group operates. Marston Group staff and the Joint Consultative Committee are able to make recommendations to the Trust in respect of potential grants. The intention is to widen this commitment by enabling community members to make direct applications to the Trust.

During the period under review, and prior to the creation of the Trust, the Group made a number of charitable donations, including those to the following organisations:

Charity or Community Event What the sponsorship will help achieve

Laburnum Boat Club

The funding helps motivate and encourage local young people from less fortunate backgrounds, suffering from disabilities, to get involved in water sporting activities. We also sponsored a team of young people that completed the fi rst ever descent of the Zanskar River, India.British Heart Foundation (“BHF”)

A team of employees completed a 55-mile charity cycle marathon from London to Brighton and raised over £2,000 for the BHF.

Ann Davies Cancer Appeal

Marston’s London RTA Enforcement Operations Manager and a team of 25 raised over £30,000 cycling from Portmeirion in North Wales to Aberavon, South Wales, over a 5-day period. The donation will go towards nursing staff, so that they can continue administering the specialist and dignifi ed care for the terminally ill cancer sufferers.

Charity Walk

Marston’s Marketing Manager took part in a 106-mile walk, from Kendal (Cumbria) to Whitley Bay on the Tyne & Wear coast, with other members of the parking and civil enforcement sector, to raise money for the families of UK soldiers injured in Iraq. More than £12,000 was raised.

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Maidstone Mencap Charitable Trust

Marston helped fund the purchase of a Special Needs Tricycle, which will enable children suffering from special needs to be able to get more physically involved at playschool, weekly clubs and holiday clubs.

Children Living with Inherited Metabolic Diseases (CLIMB)

We have sponsored a 71-year-old retired fi re offi cer to walk the 4000-mile coast of Great Britain, which will take almost 345 days. The target total to be raised is over £50,000.

The Charity Focus Group

Marston helped raise £10,000 for National Society for the Prevention of Cruelty to Children and Macmillan Nurses.

The Dream Factory

We helped raise more then £18,000 for Dream Factory, a charity which helps make the dreams of terminally ill children come true.

Marston Group sponsored a group of young people to complete the fi rst ever descent of the Zanskar River, India.

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arstonGROUP

Road Traffi c Act 1991 (“RTA”) statutory fee schedule

During the period under review, Marston successfully lobbied for a simplifi ed fee structure to be introduced for its HMCS contracts, and an amended fee schedule was introduced on 1 January 2008. This has signifi cantly reduced inherent risk in relation to incorrect charging. Since the introduction of the new fee schedule, there have been no complaints in relation to incorrect application of fees. Debtors have been afforded greater certainty, and there has been signifi cantly reduced potential for disagreement or confl ict in relation to fees.The Group fi rmly believes that a similar schedule would similarly reduce risk in respect of unpaid parking penalties, and this view is endorsed by Rockpools, the ethical audit consultancy that recently conducted a review of the Group. The statutory Road Traffi c Act fees currently provide for higher charges when the enforcement procedure is taken to the end of the enforcement process, rather than incentivising collection at the earliest possible stage. The Group therefore continues to lobby for the uniform introduction of a fee structure similar to that of the HMCS contracts, which applies a reasonable, easily understood and uniform fee that incentivises early stage collection, and that removes decision-making powers from enforcement offi cers in relation

to the application of fees.

The Future

Clients have supported our increased focus on varied methods that evidence ethical enforcement, and have expressed satisfaction in increased collections at earlier stages of the enforcement process. This success has reduced costs for defendants and debtors, as well as increasing payment rates for clients. Allied to that satisfaction is an awareness that fi rm but fair enforcement remains a critical component of the judicial process. Courts should, after all, only issue fi nes to those that are able to pay them – and the imposition of a means-tested fi ne is often made by the court in lieu of more serious redress.

We expect continued consolidation in the enforcement market, as client expectations of investment and infrastructure continue to increase. The varied commitments the Group has made with regard to continued professional development, combined with the recent acquisition, has placed it in an excellent position to deliver continued growth for the foreseeable future.

Frank Millerick Chief Executive. 30 July 2008

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Directors’ Report

The directors present their report and fi nancial statements for the year ended 31 March 2008.

Results and dividends

Turnover decreased slightly from £19.8m in the year to 31 March 2007 to £18.3m in the year to 31 March 2008. The profi t before tax was £2.05m (2007: profi t £2.14m).

The profi t for the year, after taxation, amounted to £1.8m (2007: £1.8m). The directors do not recommend payment of a dividend.

Principal activity and review of the business

The principal activities of the Group are:

◆ information intelligence;

◆ tracing;

◆ fi eld-force based residence confi rmation;

◆ indirect warrant enforcement/amicable recovery;

◆ direct warrant enforcement; and

◆ back-end intelligence reporting.

The services are principally provided to Her Majesty’s Courts Service, Her Majesty’s Revenue & Customs, the Child Support Agency, Transport for London, local authorities and fi rms of solicitors in England & Wales.

Summary of key performance indicators

2008 2007Gross profi t margin 61.4% 60.0%Operating profi t margin 11.1% 10.5%Net profi t margin 11.2% 10.8%Cash at bank £1.0m £0.9mPurchase of tangible fi xed assets £0.4m £0.6m

Post-balance sheet events

The company changed its name from Drakes Group Limited to Marston Group Limited on 4 April 2008, following the acquisition of the trade and assets of John Marston & Co on the same date. The acquisition of John Marston & Co means that the activities of the Group have now expanded to include:

◆ indirect high court writ enforcement/amicable recovery; and◆ direct high court writ enforcement.

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GROUP

The combination of the two businesses also increases the breadth and scale of the Group’s amicable recovery, intelligence gathering and tracing techniques.

Directors and employee involvement

The current directors are as set out on page 2 of this document.The company continues to involve its staff in the future development of the business. Information is provided to employees through a newsletter, and via regular memoranda from management.

Disabled employees

Applications for employment by disabled persons are given full and fair consideration for all vacancies in accordance with their particular aptitudes and abilities. In the event of employees becoming disabled, every effort is made to retrain them in order that their employment with the company may continue.

It is the policy of the Group that training, career development and promotion opportunities should be available to all employees.

Principal risks and uncertainties

As with any business, the Group is subject to risks. The directors have set out below the principal risk facing the business. The directors are of the opinion that a thorough risk management process is adopted, which involves the formal review of all the risks identifi ed. Where possible, processes are in place to monitor and mitigate such risks.

Volumes not guaranteed

Many of the Group’s contracts do not guarantee a set volume of work to be issued. The Group manages this risk by maintaining a broad client base and a range of income streams. These income streams include amicable recovery, tracing, distress warrants, arrest warrants, liability orders, writs, commercial rent instructions and parking management services.

Auditors

Grant Thornton UK LLP, having offered themselves for reappointment as auditors, shall be deemed to be reappointed for the next fi nancial year in accordance with section 386 of the Companies Act 1985.

Signed on behalf of the board on 30 July 2008:

Gareth HughesGroup Commercial & Finance Director

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Statement of Directors’ Reponsibilities in Respect of the FinancialStatements

The directors are responsible for preparing the Annual Report and the fi nancial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Company law requires the directors to prepare fi nancial statements for each fi nancial year which give a true and fair view of the state of affairs of the company and of the profi t or loss of the company for that period. In preparing these fi nancial statements, the directors are required to:

◆ select suitable accounting policies and then apply them consistently;

◆ make judgments and estimates that are reasonable and prudent;

◆ state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the fi nancial statements;

◆ prepare the fi nancial statements on the going concern basis, unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the fi nancial position of the company and enable them to ensure that the fi nancial statements comply with the Companies Act 1985. 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.

Insofar as the directors are aware:◆ there is no relevant audit information of which the company’s auditors are unaware; and

◆ the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information.

The directors are responsible for the maintenance and integrity of the corporate and fi nancial information included on the company’s website. Legislation in the United Kingdom governing the preparation and dissemination of fi nancial statements may differ from legislation in other jurisdictions.

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GROUP

Report of the Independent Auditor to the Members of Marston Group Limited (formerly Drakes Group Limited)

We have audited the fi nancial statements of Marston Group Limited (formerly Drakes Group Limited) for the year ended 31 March 2008, which comprise the principal accounting policies, the profi t and loss account, the balance sheet, cash fl ow statement and notes 1 to 26. These fi nancial statements have been prepared under the accounting policies set out therein.

This report is made solely to the company’s members, as a body, in accordance with Section 235 of the Companies Act 1985. 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 auditorsThe directors’ responsibilities for preparing the Directors’ Report and fi nancial statements in accordance with United Kingdom law and Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the Statement of Directors’ Responsibilities.

Our responsibility is to audit the fi nancial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the fi nancial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors’ Report is consistent with the fi nancial statements.

In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specifi ed by law regarding directors’ remuneration and other transactions is not disclosed.

We read the Directors’ Report and consider the implications for our report if we become aware of any apparent misstatements within it.

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Basis of audit opinionWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the fi nancial statements. It also includes an assessment of the signifi cant estimates and judgements made by the directors in the preparation of the fi nancial statements, and of whether the accounting policies are appropriate to the company’s circumstances, consistently applied and adequately disclosed.We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with suffi cient evidence to give reasonable assurance that the fi nancial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the fi nancial statements.

OpinionIn our opinion:

◆ the fi nancial statements give a true and fair view, in accordance with United Kingdom Generally Accepted Accounting Practice, of the state of the company’s affairs as at 31 March 2008 and of its profi t for the year then ended;

◆ the fi nancial statements have been properly prepared in accordance with the Companies Act 1985; and

◆ the information given in the Directors’ Report is consistent with the fi nancial statements.

Grant Thornton UK LLPRegistered AuditorsChartered AccountantsLondon30 July 2008

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GROUP

Profi t and Loss Account for the year ended 31st March 2008

Note 2008 2007 £ £

Turnover 2 18,275,754 19,822,367

Cost of sales (7,059,055) (7,928,776)

Gross profi t 11,216,699 11,893,591

Administrative expenses (9,192,860) (9,822,423)

Other operating income 3 - 14,732

Operating profi t 4 2,023,839 2,085,900

Interest receivable and similar income 81,067 79,090

Interest payable and similar charges 7 (58,045) (26,988)

Profi t on ordinary activities before taxation 2,046,861 2,138,002

Taxation 8 (208,753) (288,678)

Profi t for the fi nancial year 17 1,838,108 1,849,324

All the activities of the company are classed as continuing.

Statement of recognised gains and losses

There were no recognised gains and losses for 2008 and 2007, other than those included in the profi t and loss account.

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Balance Sheet as at 31st March 2008

Notes 2008 2007Fixed assets £ £

Investments 9 - -

Tangible assets 10 1,378,863 1,200,974

1,378,863 1,200,974

Current assets

Debtors 11 3,342,444 2,872,206

Cash at bank 1,018,693 887,014

4,361,137 3,759,220

Creditors: amounts falling due within one year 12 (1,822,047) (3,049,168)

Net current assets 2,479,090 710,052

Total assets less current liabilities 3,857,953 1,911,026

Creditors: amounts falling due after one year 13 (241,201) (140,439)

Provisions for liabilities and charges 15 (85,540) (77,483)

Net assets 3,531,212 1,693,104

Capital and reserves

Called up share capital 16 99 99

Profi t and loss account 17 3,351,113 1,693,005

Equity shareholders’ funds 17 3,531,212 1,693,104

The fi nancial statements were approved by the board on 30 July 2008 and signed on its behalf.

Gareth HughesGroup Commercial and Finance Director

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GROUP

Statement of Cash Flows for the year ended 31st March 2008

Notes 2008 2007 £ £

Net cash infl ow from operating activities 19 1,621,199 1,737,520

Returns on investments and servicing of fi nance 20 23,022 52,102

Taxation - -

Capital expenditure 20 (335,623) (417,031)

Equity dividends paid (1,282,245) (4,350,685)

Cash infl ow before fi nancing 26,353 (2,978,094)

Financing 20 105,326 1,987,099

Increase/(decrease) in cash in the year 131,679 (990,995)

Reconciliation of net cash fl ow to movement in net funds

Notes 2008 2007 £ £

Increase/(decrease) in cash in the year 131,679 (990,993)

Net movement in debt and lease fi nancing 21 89,877 (1,867,999)

Change in net debt resulting from cash fl ows 221,556 (2,858,992)

Movement in fi nance lease liabilities (195,203) (119,100)

Movement in net funds during the year 26,353 (2,978,092)

Net funds at 1 April 21 2,521,523 5,499,615

Net funds at 31 March 21 2,547,876 2,521,523

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Notes to the fi nancial statements as at 31st March 2008

1. ACCOUNTING POLICIES

Basis of preparationThe fi nancial statements are prepared under the historical cost convention, in accordance with applicable United Kingdom accounting standards. The principal accounting polices have remained unchanged from the previous year and are set out below.

Basis of consolidationThe company is exempt from preparing consolidated fi nancial statements under s228 of the Companies Act 1985. These fi nancial statements therefore present information about the company as an individual undertaking and not about its group.

TurnoverTurnover comprises both the invoiced value of services supplied by the company, and accrued income in respect of warrants executed and paid, exclusive of value added tax and trade discounts.

DepreciationDepreciation is provided on certain tangible fi xed assets at rates calculated to write off the cost, less estimated residual value, based on prices prevailing at the date of acquisition, of each asset over its expected useful life, as follows:

Motor vehicles, Computer equipment - 25% reducing balance per annumFixtures, fi ttings and equipment - 12½% reducing balance per annumConstruction in progress - Not depreciated

The carrying values of tangible fi xed assets are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable.

InvestmentsInvestments are included at cost, less amounts written off.

Deferred taxationDeferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where transactions or events have occurred at that date that will result in an obligation to pay more, or right to pay less or to receive more tax, with the following exceptions: Provision is made for tax on gains arising from the revaluation (and similar fair value adjustments) of fi xed assets, or gains on disposal of fi xed assets that have been rolled over into replacement assets, only to the extent that, at the balance sheet date, there is a binding agreement to dispose of the assets concerned. However, no provision is made where, on the basis of all available evidence at the balance sheet date, it is more likely than not that the taxable gain will be rolled over into replacement assets and charged to tax only where the replacement assets are sold. Deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profi ts from which the future reversal of the underlying timing differences can be deducted.

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Deferred tax is measured on an undiscounted basis at the tax rates that are expected to apply in the periods in which timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

Leasing and hire purchase commitmentsAssets held under fi nance leases and hire purchase contracts, which are those where substantially all the risks and rewards of ownership of the asset have passed to the company, are capitalised in the balance sheet and are depreciated over their useful lives. The interest element of the rental obligations is charged to the profi t and loss account over the period of the lease and represents a constant proportion of the balance of capital repayments outstanding. Rentals paid under operating leases are charged to income on a straight-line basis over the lease term.

PensionsThe company operates a defi ned contribution pension scheme and the pension charge represents the amounts payable by the company to the fund in respect of the year. The assets of the scheme are kept separately from those of the company in an independently administered fund.

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2. TURNOVER

An analysis of turnover by class of business is given below:

2008 2007 £ £

Distress warrant enforcement 13,758,633 15,657,704

Arrest warrant enforcement 589,739 665,379

Other enforcement income 3,034,354 2,561,433

Parking management income 893,028 937,850

18,275,754 19,822,367

All turnover arose within the United Kingdom from continuing activities.

3. OTHER OPERATING INCOME

2008 2007 £ £

Rent receivable - 14,712

4. OPERATING PROFIT

This is stated after charging:

2008 2007 £ £

Depreciation of tangible fi xed assets

- owned by the company 103,478 234,139

- held under fi nance leases 43,840 27,493

Auditors’ renumeration

- audit 30,267 30,050

- other services - taxation 5,950 5,750

Operating lease rentals

- plant and machinery 324,593 180,686

- other operating leases 473,113 777,357

Loss/(profi t) on disposal of fi xed assets 10,415 (9,875)

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5. DIRECTORS’ EMOLUMENTS

2008 2007 £ £

Aggregate emoluments 412,463 414,882

Company pension contributions 20,623 21,916

During the year, retirement benefi ts were accruing to 6 directors (2007 - 6) in respect of money purchase pension schemes. The highest paid director received remuneration of £74,451 (2007: £81,151). No management fees were incurred in respect of services provided by directors of The Bridgman Group Limited (2007: £436,071).

6. STAFF COSTS

2008 2007 £ £

Wages and salaries 6,720,527 6,672,728

Social security costs 596,903 652,950

Other pension costs 22,582 38,281

7,340,012 7,363,959

The average monthly number of employees, including directors, during the year as follows:

2008 2007

Production 121 173

Administration 171 155

292 328

7. INTEREST PAYABLE AND SIMILAR CHARGES

2008 2007 £ £

Finance lease and purchase hire charges 58,045 26,988

58,045 26,988

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8. TAXATION

a) Tax on profi t on ordinary activities:

2008 2007 £ £

Current tax:

UK corporation taxation 109,236 276,885

Adjustments in respect of previous periods 61,460 -

Total current taxation 170,696 276,885

Deferred taxation:

Origination and reversal of timing differences 38,057 12,191

Defered tax credit - prior year - (400)

Total tax charge for the year 208,753 288,676

b) Factors affecting current tax chargeThe taxation assessed on the profi t on ordinary activities for the year differs from the standard rate of corporation tax in the UK of 30 cent (2007 - 30 per cent). The differences are reconciled below:

2008 2007 £ £

Profi t on ordinary activities before taxation 2,046,861 2,138,002

Profi t on ordinary activities multiplied by the standard rate of corporation tax in the UK of 30 per cent 614,058 614,400

Capital allowances in excess of depreciation (38,057) (12,192)

Disallowed expenses and non taxable income 34,996 61,470

Differences in tax rates (6,110) -

Marginal relief (250) -

Group relief (495,401) (413,793)

Adjustments in respect of previous periods 61,460 -

Total current taxation 170,696 276,885

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c) Deferred taxationNet deferred taxation is recognised in the accounts as follows:

2008 2007 £ £

Depreciation in advance of capital allowances 85,540 47,483

85,540 47,483

Deferred tax asset brought forward 47,483 35,691

Prior year - (400)

Current year at 28 per cent 38,057 12,192

Deferred tax provision carried forward 85,540 47,483

9. FIXED ASSETS INVESTMENTS

Costs £

At 1 April 2007 and 31 March 2008 -

Amounts written off at 1 April 2007 and 31 March 2008 -

Net book value at 1 April 2007 and 31 March 2008 -

Details of the investment in which the company holds 20 per cent or more of the nominal value of any class of share capital are as follows: Country of Class of Proportion Nature of incorporation share held held business

Armada Parking Services England and Wales Ordinary 100% Dormant

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10. TANGIBLE FIXED ASSETS

Motor Computer Construction Fixtures & Total vehices equipment in progress fi ttings Cost £ £ £ £ £

As at 1 April 2007 671,003 660,617 435,549 618,908 2,386,077

Additions 5,728 99,279 292,022 4,590 401,620

Disposals (473,957) - - - (473,957)

As at 31 March 2008 202,774 759,896 727,571 623,499 2,313,740

Depreciation:

As at 1 April 2007 438,506 418,066 - 328,531 1,185,103

Charge for the year 42,526 68,045 - 36,748 147,319

Disposals (397,545) - - - (397,545)

As at 31 March 2008 83,487 486,111 - 365,279 934,877

Net book value:

As at 31 March 2008 119,287 273,785 727,571 258,220 1,378,863

As at 1 April 2007 232,497 242,551 435,549 290,377 1,200,974

Construction in progress relates to the capitalisation of internal and external system development costs. As at 31 March 2008, there were capital commitments of £73,000 in relation to construction in progress.

The net book value of motor vehicles held under fi nance leases is as follows:

2008 2007 £ £

Motor vehicles 99,413 132,671

Computer equipment 42,396 -

Construction in progress 255,000 -

Fixtures & fi ttings 42,505 48,577

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GROUP

11. DEBTORS

2008 2007 £ £

Trade debtors 886,556 649,664

Amounts owed by parent undertaking 1,896,703 1,204,439

Amounts owed by associated undertaking - 602,387

Other debtors 227,486 40,423

Prepayments and accrued income 331,698 375,293

3,342,444 2,872,206

12. CREDITORS: amounts falling due within one year

2008 2007 £ £

Trade creditors 611,673 500,029

Corporation tax 139,031 215,356

Social security and other taxes 589,580 562,224

Other creditors 8,507 38,485

Accruals and deferred income 406,937 418,951

Dividends payable - 1,282,245

Net obligations under fi nance leases and hire purchase contracts 126,319 31,878

1,882,047 3,049,168

13. CREDITORS: amounts falling due after more than one year

2008 2007 £ £

Net obligations under fi nance lease & hire purchase contracts 241,201 140,439

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14. OBLIGATIONS UNDER FINANCE LEASES AND HIRE PURCHASE CONTRACTS

The maturity of these amounts is as follows:

2008 2007 £ £

Within one year 126,319 31,878

Between two and fi ve years 241,201 140,439

367,520 172,317

15. PROVISIONS FOR LIABILITIES AND CHARGES

Group 1 April Movement 31 March 2007 during year 2008 £ £ £

Litigation provision 30,000 (30,000) -

Deferred tax provision 47,483 38,057 85,540

77,483 8,057 85,540

16. SHARE CAPITAL

Authorised Allotted, called up and fully paid

2008 2007 2008 2007

Ordinary shares of £1 each 1,000 1,000 99 99

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17. RECON CILIATION OF MOVEMENT IN SHAREHOLDERS’ FUNDSAND MOVEMENT ON RESERVES

Share Profi t and capital loss account Total £ £ £

At April 2006 99 1,125,926 1,126,025

Profi t for the fi nancial year - 1.849,324 1,849,324

Dividends payable (note 18) - (1,282,245) (1,282,245)

At 1 April 2007 99 1,693,005 1,693,104

Profi t for the fi nancial year - 1,838,108 1,838,108

Dividends payable (note 18) - - -

At 31 March 2008 99 3,531,113 3,531,212

18. DIVIDENDS

2008 2007 £ £

Accrued at the year-end:

Equity dividends on ordinary shares - 1,282,245

19. NET CASH FLOW FROM OPERATING ACTIVITIES

2008 2007 £ £

Operating profi t 2,023,839 2,085,900

Depreciation of tangible fi xed assets 147,319 261,632

Loss/(profi t) on disposal of tangible assets 10,415 (9,875)

(Increase) in debtors (380,361) (320,882)

(Decrease) in creditors (188,070) (287,798)

Increase in provisions 8,057 8,543

Net cash infl ow from operating activities 1,621,199 1,737,520

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20. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTEDIN THE CASH FLOW STATEMENT

2008 2007Returns on investment and servicing of fi nance £ £

Interest 81,067 79,045

Hire purchase interest (58,045) (26,943)

Dividend - -

23,022 52,102

2008 2007Capital expenditure £ £

Purchase of tangible fi xed assets (401,620) (590,718)

Sale of tangible fi xed asstes 65,997 173,687

(335,623) (417,031)

2008 2007Financing £ £

Net movement in short term borrowings (89,877) 1,867,999

Principal payment under fi nance leases 195,203 119,100

105,326 1,987,099

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21. ANALYSIS OF CHANGES IN NET FUNDS

At 31 Mar Cash At 31 Mar 2007 fl ow 2008 £ £ £

Cash at bank and in hand 887,014 131,679 1,018,693

Net amount due from Group companies 1,806,826 89,877 1,896,703

Finance leases (172,317) (195,203) (367,520)

2,521,523 26,353 2,547,876

22. PENSION COMMITMENTS

The pension charge in relation to company pension contributions to money purchase pension schemes for the year is disclosed in note 6 to the fi nancial statements. At the year-end, there were no outstanding pension contributions (2007: £nil).

23. OPERATING LEASE COMMITMENTS

As at 31 March 2008, the company had annual commitments under non-cancellable operating leases as follows:

Land and buildings Other 2008 2007 2008 2007 £ £ £ £

Operating leases which expire:

- within one year 5,084 18,629 268,081 90,083

- in two to fi ve years 208,691 194,568 598,112 594,239

- over fi ve years 45,000 - 6,929 -

258,775 213,197 873,122 684,322

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24. RELATED PARTY TRANSACTIONS

As a wholly owned subsidiary of The Bridgman Group Limited, the company is exempt from the requirements of Financial Reporting Standard 8 “Related Party Disclosures” to disclose transactions with other members of the group headed by The Bridgman Group Limited.

Marston Group Limited rents a property from a partnership called Bridgman House LLP, and previously rented the same property from Bridgman Investments Partnership Limited. Bridgman House LLP and Bridgman Investments Partnership Limited are related parties with Marston Group Limited, due to the fact that they have some mutual directors and shareholders.

Contracts were exchanged on an arms length basis with both Bridgman Investments Partnership Limited and Bridgman House LLP. During the year, £73,445 (2007: £73,445) was invoiced in relation to rental costs. No amounts remained outstanding at the fi nancial year-end (2007: £nil).

25. PARENT UNDERTAKING AND CONTROLLING PARTY

Bridgman Group Limited is the immediate parent undertaking and controlling party of Marston Group Limited. Bridgman Group Limited has included the company in its group fi nancial statements, copies of which are available from its registered offi ce: 100 Barbirolli Square, Manchester, M2 3AB.

The largest and smallest group of undertakings for which group accounts have been drawn up is that headed by The Bridgman Group Limited.

26. POST BALANCE-SHEET EVENTS

A special resolution was passed on 4 April 2008, changing the company name from Drakes Group Limited to Marston Group Limited. This followed the acquisition of the trade and assets of John Marston & Co on the same date. An estimate of the fi nancial effects cannot be made.

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arstonGROUP

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marston report and financial statements · report and financial statements 31 march 2008 registered...

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