COVID-19 update

FIRSTGROUP PLC
COVID-19 UPDATE

FirstGroup plc (‘FirstGroup’ or the ‘Group’) provides the following update on the rapidly evolving impact of the Coronavirus (‘COVID-19’) pandemic on the business, our response to the UK government’s announcement of emergency measures to support the rail industry which is vital in keeping key workers moving, and the other actions the Group is taking to manage the risks to passengers, employees and its operations.

Our first priority since the start of the COVID-19 outbreak has been the health and safety of the Group’s passengers, employees and communities. The Group continues to rigorously apply the advice of governments and health authorities throughout our businesses, including implementing additional cleaning regimes and the provision of advice to passengers. At the same time, we recognise our leading role in providing essential transportation services, to ensure that key workers and people who need to travel have the ability to do so.

In recent days the Group has seen unprecedented changes in the market environments for all its businesses. There have been substantial volume reductions in our passenger demand businesses in North America and the UK. First Student has been impacted by the closure of almost all of the schools which it serves, while First Transit is experiencing significantly reduced service requirements. Government advice and policy in our markets is changing rapidly, and we are in very active discussions with many of our customers about future service levels and full or partial payments in lieu of reduced service. Given these changes are all taking place during a significant trading period for the Group, we are no longer able to provide guidance on the outturn for the remainder of the financial year to 31 March 2020.

However, the Group’s resilience in this situation reflects:

• The Group’s diverse portfolio of market-leading businesses
  • Benefit from contractual structures and protections already in place in several businesses
  • The fast and comprehensive emergency measures the UK Government has put in place for the next six months, in order to support the continuity of critical rail industry services during this unprecedented period of demand reductions
  • Productive engagements with our major customers, including school boards throughout North America, and local, state and national governments in the UK, US and Canada
  • Customers recognise the need to rapidly adjust services to fit current demand including for key workers, whilst preserving ability to restore service when required

• The Group has significant current liquidity
  • £400m in committed undrawn facilities and free cash as at end of February 2020
  • Access to additional sources of financing, including a £250m bank bridge facility signed 19 March 2020
  • The Group’s net debt: EBITDA ratio was 1.5 times on the banking covenant test which requires less than 3.75 times at the end of the first half, and typically improves in the second half

• Immediate and significant management actions to preserve cash
  • Actions already implemented across entire Group to reduce operating expenditure
  • Future capital expenditure orders on hold and managing existing commitments accordingly
  • Decisive management actions include a range of salary deferrals and sacrifice, hiring freezes, and halting of consultant and contract labour where possible across the Group
  • We welcome the emergency support programmes to protect jobs and businesses that governments have announced in our markets, and will access them as appropriate
  • Will continue to take all necessary actions to preserve cash through period of uncertainty

Matthew Gregory, FirstGroup Chief Executive said:

“The health and safety of our people, our passengers and their communities is our top priority and across all of our businesses we are working hard to support the response to the growing pandemic, and closely following all government and health authority guidance. I want to thank my colleagues across the Group for their outstanding effort and commitment in providing vital services for our customers and communities in the face of a rapidly changing environment.

“Continuity of transport is essential to governments, local services and many of our customers throughout this time, and they will also be critical to a restoration of normal life when the present uncertain and extremely difficult situation is overcome. We welcome and have accepted the UK Government’s swift and comprehensive offer of emergency measures which provides certainty for all of the Group’s franchises and the continuity of our vital rail networks during this time.

“We have taken immediate and significant actions to preserve cash and protect our financial position. Our customers recognise this is an unprecedented situation, and we have led constructive and positive engagement with them, including with school boards throughout North America and across all levels of government in the UK and North America. Currently, the situation is changing day by day, and accordingly we are fully utilising all levers at our disposal to ensure the most effective management of our cost base through this intense period of uncertainty.

“We have significant liquidity, and a diverse portfolio of leading transportation assets that are critical to the 2.1 billion passengers we carry and for the communities we serve, both now and in the future. The long-term fundamentals of our businesses are sound, we have taken immediate action and will continue to do all that is necessary to ensure the Group emerges from this exceptional situation in the most robust position possible.”

Financial position and liquidity

The recent precipitous and continuing reductions in service levels and demand resulting from the outbreak of and response to COVID-19, the very active discussions underway with many of our customers about future service levels and full or partial payments in lieu of reduced service, and the rapidly evolving policies of governments in our markets are all taking place during a significant trading period for the Group. As a result, we are no longer able to provide guidance on the outturn for the remainder of the financial year to 31 March 2020.

The Group has considerable financial headroom and liquidity. As at the end of February 2020, the Group’s undrawn committed headroom and free cash was approximately £400m. The Group’s committed facilities include an £800m revolving bank facility which matures in November 2023 and is currently less than half drawn, as well as £82m in committed bank and leasing facilities signed since the end of the first half of the financial year. The Group has free cash in excess of £100m in addition to cash held inside our rail franchise operations and available supplier financing arrangements of more than $100m.

On 19 March 2020 the Group signed a new £250m bank bridge facility for the refinancing of the next bond maturity in April 2021.

The Group also has access to a £150m accordion feature on the revolving bank facility and other leasing facilities, which are currently unutilised. The Group is in discussions to arrange additional facilities in a number of lending and leasing markets to provide further headroom and greater security for the Group. The Group also notes the recent announcement from the UK Treasury and the Bank of England of a new commercial paper programme for which we would expect to qualify given our investment grade ratings, significant UK employment and UK headquarters.

The Group’s three bonds outstanding have no financial covenants and the Group’s committed facilities and US private placement notes include a net debt:EBITDA covenant of no more than 3.75 times and a fixed charge cover of no less than 1.4 times. Both are measured at end September and end March on a ‘fixed GAAP’ basis, i.e. excluding the effects of the new IFRS16 operating lease accounting standard (which increased ‘headline’ net debt by £1,022m at end September, principally for rail rolling stock leases). As at 30 September 2019, FirstGroup’s net debt: EBITDA ratio was 1.5 times and the fixed charge cover was 1.7 times on the banking covenant tests. Given the nature of the fixed charge calculation, the EBITDA headroom on the two covenants is broadly comparable.

As at end of February 2020, the Group’s remaining future cash exposure to the rail franchise operating companies was £272m. For the duration of the Emergency Measures Agreements with the UK government the Group does not expect any cash outflow to support the rail franchise operating companies.

Covid-19 update by division

First Student (£352m or 50% contribution to 2019 Group EBITDA)

We are the market leader with a fleet of 42,500 yellow school buses across 40 US states and seven Canadian provinces. Following the recent changes in government advice, almost all of the schools served by First Student have now announced closures. Most closures are likely to be maintained until at least the end of the Easter holidays, and there can be no certainty that schools will start up again before the end of the summer holidays. School closures also result in the cancellation of school charter trips and we have also seen a significant decline in the demand for external charters (charter represents approximately 8% of divisional revenue). Although some of our 1,100 contracts include guaranteed minimum revenue commitments (mainly in Canada), the majority do not. First Student is therefore currently in very active and productive discussions with all of our school board customers on a contract-by-contract basis to agree a level of payment that will ensure we retain the capability to restart services when schools reopen. As the leader in the industry, we have reinforced the importance of maintaining the driver and operational capability for our customers through the current situation by engaging with industry bodies and the sector. It should be noted that most school districts remain fully funded to continue to provide education, school transportation and other services. So far, we have resolved discussions with customers representing approximately 55% of our school bus fleet in the US and Canada, within which we have secured full or partial payment (either contractually or by recent agreement) from more than 90%.

First Transit (£71m or 10% contribution to 2019 Group EBITDA)

We are a market leader and operate more than 300 contracts in the fixed route, paratransit, shuttle, vehicle maintenance and other transit management segments. The majority of contracts reflect payment for making services available over agreed time periods, with the principal exception being in paratransit where the revenue is driven more by the volume of trips undertaken by the business. Our fixed route operations (35% of divisional revenue) are largely classed as essential services but due to the significant reduction in ridership, and increasing orders to ‘shelter in place’ by various US states, we are likely to see reduced service requirements. Paratransit operations (32% of divisional revenue) are seeing trip numbers decline by approximately half. Shuttle operations (16% of divisional revenue) are seeing service reductions in certain airport contracts and all university clients have now reduced service requirements significantly to holiday timetables and/or engaged e-learning protocols. As with First Student, we are in active dialogue with our customers regarding payment through any reductions in service to ensure the operations are in a position to restart efficiently at the appropriate time. So far, we have proactively engaged with the 135 customers (representing more than 65% of divisional revenue) with identified material service impacts, and to date 17% of those customers have already agreed to make full or partial payments in lieu of reduced service requirements. We are also requesting waivers for all liquidated damages consequential on the outbreak and are typically receiving favourable responses from our clients.

Greyhound (£39m or 5% contribution to 2019 Group EBITDA)

Revenues have fallen by approximately 65% as the outbreak and government advice has developed, and border closure plans between the US and Canada have recently been announced. The business is rapidly reducing capacity to match lower demand levels and is reducing headcount. Alongside airlines and other transport operators, Greyhound is urgently seeking federal and state assistance to ensure that the community-critical transportation connections that it provides, as the only national intercity bus operator in North America, are maintained through the present situation. Greyhound is also in active discussions with government transportation agencies to obtain relief on rents and fees for intermodal facilities.

First Bus (£120m or 17% contribution to 2019 Group EBITDA)

In the UK our First Bus business, which operates approximately 20% of regional bus services in the UK and Ireland, has seen fare-paying passenger revenue declines and concessionary volume declines of approximately 65%. The bus industry is engaging with national and local government to ensure that service provision can be rapidly adjusted to meet reduced demand without any of the usual notice periods, given the pace at which the situation is evolving. First Bus anticipates further reductions in demand and is rapidly reducing service levels to weekend timetables which will reduce mileage significantly across its networks. We are working with all of our key stakeholders to ensure that the changes to timetables, concessionary travel rules and provision of specific services continue to support healthcare and other key workers, and are communicating these developments to our customers. We are actively engaged with the UK government, alongside the bus industry, for the purpose of securing the urgent support required including a guarantee of already budgeted sources of income for bus and coach operators.

First Rail (£127m or 18% contribution to 2019 Group EBITDA)

In line with the wider UK rail industry, passenger volumes in our businesses have reduced substantially since last week with revenue up to 90% lower over the last few days as Government advice has changed. Following consultation with Government, the industry will operate a reduced timetable akin to weekend service levels from Monday.

We welcome and have accepted the comprehensive response of the UK Government who have acted swiftly to provide support for the country’s vital rail networks. These measures provide continuity and certainty for all of the Group’s rail franchises through Emergency Measures Agreements which will last six months or longer if required. For the duration of the Agreements, the Government will waive our revenue, cost and contingent capital risk. During this time our train operating companies will be paid a fixed management fee, which varies according to the individual profile of the franchise, and have the potential for a small performance-based fee.

Cost reduction and cash management

There remains considerable uncertainty as to how the impact of the outbreak and government guidance and policy will continue to affect demand going forward. In addition to the actions taken to sustain revenue, the Group has also taken immediate and significant actions to reduce costs and optimise cash flow and liquidity, including removing all non-essential operating expenditures, halting all future capital expenditure and managing any existing capital expenditure commitments where practical¹. Across the Group, a combination of salary sacrifice and deferrals, hiring freezes, and the halting of consultant and contract labour are being implemented. We welcome the government packages of emergency measures recently announced in North America and the UK to assist companies in managing their employment costs during this time.

Contacts at FirstGroup:
Faisal Tabbah, Head of Investor Relations
Stuart Butchers, Group Head of Communications
[e-mail]

Contacts at Brunswick PR:
Andrew Porter / Simone Selzer, Tel: [phone]

Notes

¹  Cash capital expenditure (excluding disposal proceeds) for the Road divisions in the 2019 financial year of £322m comprised: First Student £233m, First Transit £32m, Greyhound £32m and First Bus £25m. The Road divisions’ net asset value excluding goodwill, other intangible assets, debt and taxation as at 30 September 2019 was £1,641m.

Legal Entity Identifier (LEI): 549300DEJZCPWA4HKM93. Classification as per DTR 6 Annex 1R: 2.2. This announcement contains inside information. The person responsible for arranging the release of this announcement on behalf of FirstGroup is Keith Hubber, Group General Counsel and Company Secretary.

Figures presented in this announcement are not audited. Certain statements included or incorporated by reference within this announcement may constitute ‘forward- looking statements’ with respect to the business, strategy and plans of the Group and our current goals, assumptions and expectations relating to our future financial condition, performance and results. By their nature, forward-looking statements involve known and unknown risks, assumptions, uncertainties and other factors that cause actual results, performance or achievements of the Group to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Shareholders are cautioned not to place undue reliance on the forward-looking statements. Notwithstanding the mitigations and emergency measures referred to above, the overall impact COVID-19 will have on the financial performance and prospects of the Group in the near as well as the medium to longer term remains extremely unclear. The situation is evolving very rapidly and while every effort has been made to verify the accuracy of the information in this announcement figures in this announcement that relate to the current impact COVID-19 is having on the financial performance of the Group should be treated with extra caution because of the difficulties in such a fast-evolving situation of obtaining accurate and up-to-date data from across the businesses in the Group. Except as required by the UK Listing Rules and applicable law, the Group does not undertake any obligation to update or change any forward-looking statements to reflect events occurring after the date of this announcement.