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REG-FirstGroup PLC: Final Results <Origin Href="QuoteRef">FGP.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nPRr16553a 

retail
and interchange facilities. We are also introducing new ticket machines which
make it easy to find the best value fares. In the year more than 5,000
frontline employees took part in our customer service training programmes
across the division. £770,000 was made available in the year from GWR’s
£2.25m Customer and Communities Improvement Fund. A similar fund has been
introduced by TPE this year, which will work with community organisations
across the network.

Future priorities

We will continue to focus on working with our industry partners to realise the
upgrade plans across the network, so that passengers will begin to see the
benefits from new and better trains, more seats and services, quicker journey
times, improved stations and new technology.

We will also continue to examine opportunities to grow our rail business
through our disciplined approach to the DfT’s franchising process, aiming to
deliver ambitious improvements for passengers and appropriate returns for
shareholders, at an acceptable level of risk. During the year we announced
70:30 partnerships with Trenitalia UK Limited to bid together for the East
Midlands and West Coast Partnership rail franchise competitions.

First Rail outlook

Although like-for-like passenger revenue in the fourth quarter increased by
2.5%, we remain cautious on the rate of passenger growth in light of current
industry conditions, and expect divisional margin to be lower as a result. We
look forward to commencing operation of the South Western franchise from
August 2017 in conjunction with our partner MTR Corporation.

Finance costs and investment income

Net finance costs before adjustments were £132.0m (2016: £132.4m) with the
decrease principally reflecting lower interest rates, partly offset by adverse
foreign exchange translation.

Profit before tax

Adjusted profit before tax as set out in note 4 to the financial statements
was £207.0m (2016: £168.3m), with the increase due principally to higher
adjusted operating profit. An overall charge of £54.4m (2016: £54.8m) for
adjustments including other intangible asset amortisation charges of £60.2m
(2016: £51.9m) resulted in statutory profit before tax of £152.6m (2016:
£113.5m).

Tax

The tax charge, on adjusted profit before tax, for the year was £53.8m (2016:
£38.7m) representing an effective rate of 26.0% (2016: 23.0%). Higher profits
in the North American businesses led to the increase in rate. There was a tax
credit of £17.3m (2016: £21.6m) relating to other intangible asset
amortisation charges and other adjustments of £54.4m (2016: £54.8m). The
total tax charge was £36.5m (2016: £17.1m). The effective tax rate on
statutory profit before tax is 23.9% (2016: 15.1%). The Group’s tax rate is
sensitive to the geographic mix of profits including higher tax rates in the
US and Canada and to changes in tax law and rates in the jurisdictions in
which it operates. The statutory rate is lower than the effective rate on
adjusted profits because the majority of intangible asset amortisation is in
higher-taxed North America.

Over the medium term, our tax rate is likely to increase as the mix of our
business changes. However any legislative changes may also impact our tax rate
with any significant reduction in US tax rates tending to offset the impact of
higher profits.

The actual tax paid during the year was £10.2m (2016: £7.0m). This is less
than the tax charge primarily because of losses carried forward in the US.

EPS

Adjusted EPS increased by 20.4% to 12.4p (2016: 10.3p) and basic EPS increased
24.0% to 9.3p (2016: 7.5p), primarily due to improvements in operating profit.

Shares in issue

As at 31 March 2017 there were 1,207.3m shares in issue (2016: 1,204.2m),
excluding treasury shares and own shares held in trust for employees of 0.4m
(2016: 0.7m). The weighted average number of shares in issue for the purpose
of basic EPS calculations (excluding treasury shares and own shares held in
trust for employees) was 1,204.8m (2016: 1,204.0m).

Reconciliation to non-GAAP measures and performance

Note 4 to the financial statements sets out the reconciliations of operating
profit and profit before tax to their adjusted equivalents. The adjusting
items are as follows:

Other intangible asset amortisation charges

The amortisation charge for the year was £60.2m (2016: £51.9m). The increase
primarily reflects a higher charge in the North America divisions due to the
impact of foreign exchange and an incremental £6.6m in software intangible
amortisation this year, partly offset by a lower charge in First Rail as the
GWR franchise intangible was fully expensed at the end of its first Direct
Award period.

Gain on disposal of property

During the year the sale of a Greyhound terminal in San Jose, California was
completed which resulted in a gain on sale of £21.6m (2016: £nil).

Restructuring and reorganisation costs

There was a charge of £16.8m (2016: £nil) in the year for restructuring and
reorganisation costs across the Group relating to the business turnarounds.

Ineffectiveness on financial derivatives

There was a £1.0m non-cash credit (2016: £0.4m charge) during the year due
to ineffectiveness on financial derivatives.

Capital expenditure

As planned we continue to invest in our businesses. Cash capital expenditure
was £404.3m (2016: £405.2m) and comprised First Student £198.7m (2016:
£245.7m), First Transit £17.8m (2016: £20.5m), Greyhound £30.1m (2016:
£21.1m), First Bus £74.4m (2016: £57.6m), First Rail £80.4m (2016:
£58.1m) and Group items £2.9m (2016: £2.2m). First Rail capital expenditure
is typically matched by franchise receipts or other funding. In addition,
during the year we entered into operating leases for passenger carrying
vehicles with capital values in First Transit of £8.0m (2016: £1.3m).

Gross capital investment was £365.6m (2016: £413.3m) and comprised First
Student £165.9m (2016: £209.2m), First Transit £25.8m (2016: £20.4m),
Greyhound £31.7m (2016: £24.8m), First Bus £63.9m (2016: £91.3m), First
Rail £75.4m (2016: £65.4m) and Group items £2.9m (2016: £2.2m). The
balance between cash capital expenditure and gross capital investment
represents creditor movements in the year.

Cash flow

The £111.2m improvement in net cash inflow (before First Rail end of
franchise cash flows) was driven by the increase in cash generated by
operations and the proceeds from the sale of a Greyhound terminal in the year.
This cash inflow, combined principally with no First Rail end of franchise
cash flows (2016: £20.8m outflow) and movements in debt due to foreign
exchange, resulted in a decrease in net debt of £120.3m (2016 increase:
£2.9m), as detailed below.

 Year to 31 March                                                                  2017    2016 £m 
                                                                                      £m           
 EBITDA                                                                            686.6     615.9 
 Other non-cash income statement (credits)/charges                                 (6.2)       6.4 
 Working capital excluding First Rail end of franchise cash flows                   23.9    (16.0) 
 Movement in other provisions                                                     (30.6)    (18.6) 
 Pension payments in excess of income statement charge                            (37.6)    (33.6) 
 Cash generated by operations excluding First Rail end of franchise cash flows     636.1     554.1 
 Capital expenditure                                                             (404.3)   (405.2) 
 Proceeds from disposal of property, plant and equipment                            43.0      19.5 
 Interest and tax                                                                (116.3)   (122.4) 
 Dividends payable to non-controlling minority shareholders                       (11.9)    (10.0) 
 Other                                                                               0.6         - 
 Net cash inflow before First Rail end of franchise cash flows                     147.2      36.0 
 First Rail end of franchise cash flows                                                -    (20.8) 
 Foreign exchange movements                                                       (26.5)    (15.3) 
 Other non-cash movements                                                          (0.4)     (2.8) 
 Movement in net debt in the year                                                  120.3     (2.9) 

Funding and risk management

Liquidity within the Group has remained strong. At the year end there was
£941.1m (2016: £940.2m) of headroom on committed facilities and free cash,
being £800.0m (2016: £800.0m) of committed headroom and £141.1m (2016:
£140.2m) of free cash. Largely due to the seasonality of First Student,
committed headroom typically reduces during the financial year up to October
and increases thereafter. Treasury policy requires a minimum of £150m of
committed headroom at all times. Our average debt maturity was 3.6 years
(2016: 4.4 years). The Group’s main revolving bank facilities require
renewal in July 2021 following a two-year amendment and extension agreed in
March 2017. The Group does not enter into speculative financial transactions
and uses only authorised financial instruments for certain risk management
purposes.

Interest rate risk

We seek to reduce our exposure by using a combination of fixed rate debt and
interest rate derivatives to achieve an overall fixed rate position over the
medium term of at least 50% of net debt.

Foreign currency risk

‘Certain’ and ‘highly probable’ foreign currency transaction exposures
including fuel purchases for the UK divisions may be hedged at the time the
exposure arises for up to two years at specified levels, or longer if there is
a very high degree of certainty. The Group does not hedge the translation of
earnings into the Group reporting currency (pounds Sterling), but accepts that
reported Group earnings will fluctuate as exchange rates against pounds
Sterling fluctuate for the currencies in which the Group does business. During
the year, the net cash generated in each currency may be converted by Group
Treasury into pounds Sterling by way of spot transactions in order to keep the
currency composition of net debt broadly constant.

Fuel price risk

We use a progressive forward hedging programme to manage commodity risk. In
2016/17 in the UK, 91% of our ‘at risk’ crude requirements (1.8m barrels
p.a.) were hedged at an average rate of $70 per barrel. We have hedged 89% of
our ‘at risk’ UK crude requirements for the year to 31 March 2018 at $60
per barrel and 55% of our requirements for the year to 31 March 2019 at $55
per barrel.

In North America 68% of 2016/17 ‘at risk’ crude oil volumes (1.4m barrels
p.a.) were hedged at an average rate of $72 per barrel. We have hedged 57% of
the volumes for the year to 31 March 2018 at $57 per barrel and 28% of our
volumes for the year to 31 March 2019 at $50 per barrel.

Balance sheet

Net assets have increased by £442.7m since the start of the year. The
principal reasons for this are the retained profit for the year of £116.1m,
favourable translation reserve movements of £356.2m and favourable after tax
hedging reserve movements of £50.7m, partly offset by actuarial losses on
defined benefit pension schemes (net of deferred tax) of £82.4m.

Goodwill

The carrying value (net assets including goodwill but excluding intercompany
balances) of each cash generating unit (CGU) was tested for impairment during
the year and there continues to be sufficient headroom in all of the CGUs.

Foreign exchange

The most significant exchange rates to Sterling for the Group are as follows:

                      Year to 31 March 2017         Year to 31 March 2016 
                      Closing    Effective   Closing rate  Effective rate 
                          rate         rate                               
 US Dollar                1.25         1.29          1.41            1.49 
 Canadian Dollar          1.67         1.74          1.87            1.93 

Seasonality

First Student generates less revenue and profit in the first half of the
financial year than in the second half of the year as the school summer
holidays fall into the first half. Greyhound operating profit is typically
higher in the first half of the year due to demand being stronger in the
summer months.

Pensions

We have updated our pension assumptions as at 31 March 2017 for the defined
benefit schemes in the UK and North America. The net pension deficit of
£270.9m at the beginning of the year has increased to £358.5m at the end of
the year principally due to lower real discount rates partly offset by higher
asset returns. The main factors that influence the balance sheet position for
pensions and the sensitivities to their movement at 31 March 2017 are set out
below:

                 Movement                     Impact 
 Discount rate      +0.1%     Reduce deficit by £38m 
 Inflation          +0.1%   Increase deficit by £32m 

Net debt

The Group’s net debt at 31 March 2017 was £1,289.9m (2016: £1,410.2m) and
comprised:

                                                                31 March 2017  31 March 2016 
 Analysis of net debt                        Fixed   Variable          Total        Total £m 
                                                 £m         £m             £m                
 Sterling bond (2018)                         298.8          -          298.8          298.3 
 Sterling bond (2019)                             -      249.8          249.8          249.8 
 Sterling bond (2021)                             -      348.3          348.3          348.2 
 Sterling bond (2022)                         321.1          -          321.1          320.5 
 Sterling bond (2024)                         199.6          -          199.6          199.6 
 HP contracts and finance leases              180.4        3.3          183.7          238.3 
 Senior unsecured loan notes                   80.0          -           80.0          105.9 
 Loan notes                                     8.7        0.8            9.5            9.7 
 Gross debt excluding accrued interest      1,088.6      602.2        1,690.8        1,770.3 
 Cash                                                                 (141.1)        (140.2) 
 First Rail ring-fenced cash and deposits                             (255.8)        (217.5) 
 Other ring-fenced cash and deposits                                    (4.0)          (2.4) 
 Net debt excluding accrued interest                                  1,289.9        1,410.2 

Under the terms of the First Rail franchise agreements, cash can only be
distributed by the TOCs either up to the lower amount of their retained
profits or the amount determined by prescribed liquidity ratios. The
ring-fenced cash represents that which is not available for distribution or
the amount required to satisfy the liquidity ratio at the balance sheet date.

Dividends

The Board recognises that dividends are an important component of total
shareholder return for many investors and remains committed to reinstating a
sustainable dividend at the appropriate time, having regard to the Group’s
financial performance, balance sheet and outlook. The Board will not be
recommending payment of a dividend in respect of the year to 31 March 2017 at
the Group’s Annual General Meeting but will continue to review the
appropriate timing for restarting dividend payments.

Forward-looking statements

Certain statements included or incorporated by reference within this document
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. 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 document.

Other information

Unless otherwise stated, all financial figures for the year to 31 March 2017
(the ‘year’ or ‘2017’) include the results of the First Rail business
for the year to 31 March 2017 and the results of all the other businesses for
the 52 weeks ended 25 March 2017. The figures for the year to 31 March 2016
(the ‘prior year’ or ‘2016’) include the results of First Rail for the
year to 31 March 2016 and the results of all the other businesses for the 52
weeks ended 26 March 2016. Results for 2018 will include the results of First
Rail for the year to 31 March 2018 and the results of all the other business
for the 53 weeks ended 31 March 2018.

All references to 'adjusted' figures throughout this document are before other
intangible asset amortisation charges and certain other items as set out in
note 4 to the financial statements.

‘ROCE’ or Return on Capital Employed is a measure of capital efficiency
and is calculated by dividing adjusted operating profit after tax by all year
end assets and liabilities excluding debt items.

'EBITDA’ is adjusted operating profit less capital grant amortisation plus
depreciation.

References to ‘like-for-like’ revenue adjust for changes in the
composition of the divisional portfolio, holiday timing, severe weather and
other factors that distort the year-on-year trends in our passenger revenue
businesses.

Going concern

The Group has established a strong balanced portfolio of businesses with
approximately 50% of Group revenue secured under medium term contracts with
government agencies and other large organisations in the UK and North America.

The Group has a diversified funding structure with average debt duration at 31
March 2017 of 3.6 years (2016: 4.4 years) and which is largely represented by
medium term unsecured bank facilities and long term unsecured bond debt. The
Group has an £800m committed revolving banking facility of which £800m
(2016: £800m) was undrawn at the year end. This facility has a maturity of
July 2021.

The Directors have carried out a detailed review of the Group’s budget for
the year to 31 March 2018 and medium term plans, with due regard for the risks
and uncertainties to which the Group is exposed, the uncertain economic
climate and the impact that this could have on trading performance. Based on
this review, the Directors believe that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable
future. Accordingly, the financial statements have been prepared on a going
concern basis.

Tim O’Toole                     Matthew Gregory
Chief Executive                Chief Financial Officer
1 June 2017                             1 June 2017

Consolidated income statement
For the year ended 31 March

 Continuing Operations          Notes    2017 £m    2016 £m 
 Revenue                            2    5,653.3    5,218.1 
 Operating costs                       (5,369.7)  (4,971.8) 
 Operating profit                          283.6      246.3 
 Investment income                  5        1.2        1.4 
 Finance costs                      5    (132.2)    (134.2) 
 Profit before tax                         152.6      113.5 
 Tax                                6     (36.5)     (17.1) 
 Profit for the year                       116.1       96.4 
 Attributable to:                                           
 Equity holders of the parent              112.3       90.3 
 Non-controlling interests                   3.8        6.1 
                                           116.1       96.4 
 Earnings per share                                         
 Basic                              7       9.3p       7.5p 
 Diluted                            7       9.2p       7.5p 
 Adjusted results1                                          
 Adjusted operating profit          4      339.0      300.7 
 Adjusted profit before tax         4      207.0      168.3 
 Adjusted EPS                       7      12.4p      10.3p 

1   Adjusted for certain items as set out in note 4.

The accompanying notes form an integral part of this consolidated income
statement.

Consolidated statement of comprehensive income
Year ended 31 March

                                                                        2017    2016 £m   
                                                                        £m                
 Profit for the year                                                    116.1   96.4      
                                                                                          
 Items that will not be reclassified subsequently to profit or loss                       
 Actuarial losses on defined benefit pension schemes                    (89.7)  (59.2)    
 Deferred tax on actuarial losses on defined benefit pension schemes    7.3     16.1      
                                                                        (82.4)  (43.1)    
 Items that may be reclassified subsequently to profit or loss                            
 Derivative hedging instrument movements                                69.7    (13.7)    
 Deferred tax on derivative hedging instrument movements                (19.0)  0.6       
 Exchange differences on translation of foreign operations              356.2   110.5     
                                                                        406.9   97.4      
                                                                                          
 Other comprehensive income for the year                                324.5   54.3      
                                                                                          
 Total comprehensive income for the year                                440.6   150.7     
 Attributable to:                                                                         
 Equity holders of the parent                                           436.8   144.6     
 Non-controlling interests                                              3.8     6.1       
                                                                        440.6   150.7     

The accompanying notes form an integral part of this consolidated statement of
comprehensive income.

Consolidated balance sheet
As at 31 March    

                                                      Note  2017     2016 £m   
                                                            £m                 
 Non-current assets                                                            
 Goodwill                                             8     1,956.1  1,736.3   
 Other intangible assets                              9     150.6    162.2     
 Property, plant and equipment                        10    2,276.5  2,142.2   
 Deferred tax assets                                  18    25.8     62.7      
 Retirement benefit assets                                  34.0     31.0      
 Derivative financial instruments                     17    48.6     41.5      
 Investments                                                33.3     25.4      
                                                            4,524.9  4,201.3   
 Current assets                                                                
 Inventories                                          11    64.5     61.4      
 Trade and other receivables                          12    790.9    694.4     
 Current tax assets                                         0.7      –         
 Cash and cash equivalents                                  400.9    360.1     
 Assets held for sale                                       2.9      3.5       
 Derivative financial instruments                     17    1.7      16.7      
                                                            1,261.6  1,136.1   
 Total assets                                               5,786.5  5,337.4   
 Current liabilities                                                           
 Trade and other payables                             13    1,155.3  1,101.9   
 Tax liabilities – Current tax liabilities                  5.1      16.4      
 – Other tax and social security                            20.3     20.6      
 Borrowings                                           14    204.4    168.4     
 Derivative financial instruments                     17    29.5     68.1      
                                                            1,414.6  1,375.4   
 Net current liabilities                                    153.0    239.3     
 Non-current liabilities                                                       
 Borrowings                                           14    1,586.4  1,712.1   
 Derivative financial instruments                     17    8.6      35.5      
 Retirement benefit liabilities                             392.5    301.9     
 Deferred tax liabilities                             18    24.3     17.0      
 Provisions                                           19    284.2    262.3     
                                                            2,296.0  2,328.8   
 Total liabilities                                          3,710.6  3,704.2   
 Net assets                                                 2,075.9  1,633.2   
 Equity                                                                        
 Share capital                                        20    60.4     60.2      
 Share premium                                              678.9    676.4     
 Hedging reserve                                            (17.9)   (68.6)    
 Other reserves                                             4.6      4.6       
 Own shares                                                 (1.2)    (1.4)     
 Translation reserve                                        708.4    352.2     
 Retained earnings                                          621.9    585.4     
 Equity attributable to equity holders of the parent        2,055.1  1,608.8   
 Non-controlling interests                                  20.8     24.4      
 Total equity                                               2,075.9  1,633.2   

The accompanying notes form an integral part of this consolidated balance
sheet.

Tim O’Toole                 Matthew Gregory
1 June 2017                        1 June 2017

Consolidated statement of changes in equity
Year ended 31 March

                                            Share capital £m   Share premium £m   Hedging reserve £m   Other reserves £m   Own shares £m   Translation reserve £m   Retained earnings £m   Total £m   Non-controlling interests £m   Total equity £m 
 Balance at 1 April 2015                                60.2              676.4               (55.5)                 4.6           (1.9)                    241.7                  533.1    1,458.6                           27.6           1,486.2 
 Total comprehensive income for the year                   –                  –               (13.1)                   –               –                    110.5                   47.2      144.6                            6.1             150.7 
 Dividends paid / other                                    –                  –                    –                   –               –                        –                      –          –                          (9.3)             (9.3) 
 Movement in EBT and treasury shares                       –                  –                    –                   –             0.5                        –                  (1.3)      (0.8)                              –             (0.8) 
 Share-based payments                                      –                  –                    –                   –               –                        –                    6.4        6.4                              –               6.4 
 Balance at 31 March 2016                               60.2              676.4               (68.6)                 4.6           (1.4)                    352.2                  585.4    1,608.8                           24.4           1,633.2 
                                                                                                                                                                                                                                                     
 Balance at 1 April 2016                                60.2              676.4               (68.6)                 4.6           (1.4)                    352.2                  585.4    1,608.8                           24.4           1,633.2 
 Total comprehensive income for the year                   –                  –                 50.7                   –               –                    356.2                   29.9      436.8                            3.8             440.6 
 Shares issued                                           0.2                2.5                    –                   –               –                        –                      –        2.7                              –               2.7 
 Dividends paid / other                                    –                  –                    –                   –               –                        –                      –          –                          (7.4)             (7.4) 
 Movement in EBT and treasury shares                       –                  –                    –                   –             0.2                        –                  (1.6)      (1.4)                              –             (1.4) 
 Share-based payments                                      –                  –                    –                   –               –                        –                    8.2        8.2                              –               8.2 
 Balance at 31 March 2017                               60.4              678.9               (17.9)                 4.6           (1.2)                    708.4                  621.9    2,055.1                           20.8           2,075.9 

The accompanying notes form an integral part of this consolidated statement of
changes in equity.

Consolidated cash flow statement
Year ended 31 March

                                                                                         Note  2017     2016 £m   
                                                                                               £m                 
 Net cash from operating activities                                                      21    520.4    409.5     
                                                                                                                  
 Investing activities                                                                                             
 Interest received                                                                             1.2      1.4       
 Proceeds from disposal of property, plant and equipment                                       43.0     19.5      
 Purchases of property, plant and equipment                                                    (374.1)  (405.2)   
 Purchase of intangible assets                                                                 (30.2)   –         
 Net cash used in investing activities                                                         (360.1)  (384.3)   
 Financing activities                                                                                             
 Dividends paid to non-controlling shareholders                                                (11.9)   (10.0)    
 Shares purchased by Employee Benefit Trust                                                    (1.5)    –         
 Shares issued                                                                                 2.1      –         
 Repayment of senior unsecured loans                                                           (41.0)   –         
 Repayment of loan notes                                                                       (0.1)    –         
 Repayments under HP contracts and finance leases                                              (75.0)   (80.3)    
 Fees for bank facility amendments                                                             (1.8)    –         
 Net cash flow used in financing activities                                                    (129.2)  (90.3)    
 Net increase/(decrease) in cash and cash equivalents before foreign exchange movements        31.1     (65.1)    
 Cash and cash equivalents at beginning of year                                                360.1    420.5     
 Foreign exchange movements                                                                    9.7      4.7       
 Cash and cash equivalents at end of year per consolidated balance sheet                       400.9    360.1     

Cash and cash equivalents are included within current assets on the
consolidated balance sheet.

Note to the consolidated cash flow statement –
reconciliation of net cash flow to movement in net debt

                                                                 2017       2016 £m    
                                                                 £m                    
 Net increase/(decrease) in cash and cash equivalents in year    31.1       (65.1)     
 Decrease in debt and finance leases                             116.1      80.3       
 Net cash flow                                                   147.2      15.2       
 Foreign exchange movements                                      (26.5)     (15.3)     
 Other non-cash movements                                        (0.4)      (2.8)      
 Movement in net debt in year                                    120.3      (2.9)      
 Net debt at beginning of year                                   (1,410.2)  (1,407.3)  
 Net debt at end of year                                         (1,289.9)  (1,410.2)  

Net cash flow is stated prior to cash flows in relation to debt and finance
leases.

Net debt excludes all accrued interest.

The accompanying notes form an integral part of this consolidated cash flow
statement.

Notes to the consolidated financial statements

1 General information

The financial information set out above does not constitute the Company’s
Statutory Accounts for the year ended 31 March 2017 or 2016, but is derived
from those accounts. Statutory Accounts for 2016 have been delivered to the
Registrar of Companies and those for 2017 will be delivered following the
Company’s Annual General Meeting. The auditors have reported on both sets of
account; their reports were unqualified and did not contain statements under
section 498 (2) or (3) of the Companies Act 2006.

Whilst the financial information included in this preliminary announcement has
been computed in accordance with International Financial Reporting Standards
(IFRSs), this announcement does not in itself contain sufficient information
to comply with IFRSs. The Company expects to publish full financial statements
that comply with IFRSs in June 2017.

Copies of the Statutory Accounts for the year ended 31 March 2017 will be
available to all shareholders in June and will also be available thereafter at
the Registered Office of the Company at 395 King Street, Aberdeen, AB24 5RP.

2 Revenue

                                        2017    2016 £m 
                                           £m           
 Services rendered                    5,653.3   5,197.7 
 Rail franchise subsidy receipts            –      20.4 
 Revenue                              5,653.3   5,218.1 
 Finance income                           1.2       1.4 
 Total revenue as defined by IAS 18   5,654.5   5,219.5 

3 Business segments and geographical information

For management purposes, the Group is organised into five operating divisions
– First Student, First Transit, Greyhound, First Bus and First Rail. These
divisions are managed separately in line with the differing services that they
provide and the geographical markets which they operate in.

The segment results for the year to 31 March 2017 are as follows:

                                                  First      First   Greyhound   First    First       Group    Total  
                                                Student    Transit           £m    Bus     Rail    items (1)       £m 
                                                      £m         £m                  £m       £m          £m          
 Revenue                                         1,780.3    1,042.0       684.7   861.7  1,268.8        15.8  5,653.3 
 EBITDA (2)                                        348.7       91.9        79.4   104.5     98.8      (36.7)    686.6 
 Depreciation                                    (177.6)     (18.6)      (36.8)  (67.5)   (50.3)       (2.1)  (352.9) 
 Capital grant amortisation                            –          –           –       –      5.3           –      5.3 
 Segment results (2)                               171.1       73.3        42.6    37.0     53.8      (38.8)    339.0 
 Other intangible asset amortisation charges      (49.6)      (1.8)       (8.5)       –    (0.3)           –   (60.2) 
 Other adjustments (note 4)                        (2.5)      (0.2)        19.6  (10.9)        –       (1.2)      4.8 
 Operating profit (3)                              119.0       71.3        53.7    26.1     53.5      (40.0)    283.6 
 Investment income                                                                                                1.2 
 Finance costs                                                                                                (132.2) 
 Profit before tax                                                                                              152.6 
 Tax                                                                                                           (36.5) 
 Profit after tax                                                                                               116.1 

1   Group items comprise Tram operations, central management and other
items.

2   EBITDA is adjusted operating profit less capital grant amortisation plus
depreciation.

3   Although the segment results are used by management to measure
performance, statutory operating profit by operating division is also
disclosed for completeness.

3 Business segments and geographical information continued

The segment results for the year to 31 March 2016 are as follows:

                                                First Student £m   First Transit £m   Greyhound £m   First Bus £m   First Rail £m   Group items (1) £m   Total £m 
 Revenue                                                 1,553.5              864.8          605.1          870.9         1,308.4                 15.4    5,218.1 
 EBITDA (2)                                                266.4               74.7           69.7          113.4           122.4               (30.7)      615.9 
 Depreciation                                            (153.8)             (14.6)         (34.2)         (61.4)          (60.0)                (1.7)    (325.7) 
 Capital grant amortisation                                    –                  –              –              –            10.5                    –       10.5 
 Segment results (2)                                       112.6               60.1           35.5           52.0            72.9               (32.4)      300.7 
 Other intangible asset amortisation charges              (42.1)              (3.4)          (3.1)              –           (3.3)                    –     (51.9) 
 Other adjustments (note 4)                                (2.8)              (7.2)          (1.5)          (1.8)               –                 10.8      (2.5) 
 Operating profit (3)                                       67.7               49.5           30.9           50.2            69.6               (21.6)      246.3 
 Investment income                                                                                                                                            1.4 
 Finance costs                                                                                                                                            (134.2) 
 Profit before tax                                                                                                                                          113.5 
 Tax                                                                                                                                                       (17.1) 
 Profit after tax                                                                                                                                            96.4 

1   Group items comprise Tram operations, central management and other
items.

2   EBITDA is adjusted operating profit less capital grant amortisation plus
depreciation.

3   Although the segment results are used by management to measure
performance, statutory operating profit by operating division is also
disclosed for completeness.

4 Reconciliation to non-gaap measures and performance

In measuring the Group adjusted operating performance, additional financial
measures derived from the reported results have been used in order to
eliminate factors which distort year-on-year comparisons. The Group’s
adjusted performance is used to explain year-on-year changes when the effect
of certain items are significant, including restructuring and reorganisation
costs relating to the business turnarounds, property disposals, aged legal and
self-insurance claims, revisions to onerous contracts and pension settlement
gains or losses. In addition, management assess divisional performance before
other intangible asset amortisation charges as these are typically a result of
Group decisions and therefore the divisions have little or no control over
these charges. Management consider that this overall basis more appropriately
reflects operating performance and provide a better understanding of the key
performance indicators of the business.

 Reconciliation of operating profit to adjusted operating profit    2017    2016 £m 
                                                                       £m           
 Operating profit                                                   283.6     246.3 
 Adjustments for:                                                                   
 Other intangible asset amortisation charges                         60.2      51.9 
 Gain on disposal of property                                      (21.6)         – 
 Restructuring and reorganisation costs                              16.8         – 
 Legal claims                                                           –       1.0 
 First Bus depot sales and closures                                     –       1.8 
 Pensions past service gain                                             –    (10.8) 
 North America insurance reserves                                       –      10.5 
 Total operating profit adjustments                                  55.4      54.4 
 Adjusted operating profit (note 3)                                 339.0     300.7 

   

 Reconciliation of profit before tax to adjusted profit before tax    2017    2016 £m 
                                                                         £m           
 Profit before tax                                                    152.6     113.5 
 Operating profit adjustments (see table above)                        55.4      54.4 
 Ineffectiveness on financial derivatives                             (1.0)       0.4 
 Adjusted profit before tax                                           207.0     168.3 
 Adjusted tax charge                                                 (53.8)    (38.7) 
 Non-controlling interests                                            (3.8)     (6.1) 
 Adjusted earnings                                                    149.4     123.5 

4 Reconciliation to non-gaap measures and performance continued

The adjusting items are as follows:

Other intangible asset amortisation charges

The amortisation charge for the year was £60.2m (2016: £51.9m). The increase
primarily reflects a higher charge in the North America divisions due to the
impact of foreign exchange and an incremental £6.6m software intangible
amortisation this year, partly offset by a lower charge in First Rail as the
GWR franchise intangible was fully expensed at the end of its first Direct
Award period.

Gain on disposal of property

During the year the sale of a Greyhound terminal in San Jose, California was
completed which resulted in a gain on sale of £21.6m (2016: £nil).

Restructuring and reorganisation costs

There was a charge of £16.8m (2016: £nil) in the year for restructuring and
reorganisation costs across the Group relating to the business turnarounds.

Ineffectiveness on financial derivatives

There was a £1.0m non-cash credit (2016: £0.4m charge) during the year due
to ineffectiveness on financial derivatives.

5 Investment income and finance costs

                                                                         2017    2016 £m 
                                                                            £m           
 Investment income                                                                       
 Bank interest receivable                                                (1.2)     (1.4) 
 Finance costs                                                                           
 Bonds                                                                    83.7      84.2 
 Bank borrowings                                                          11.4      13.0 
 Senior unsecured loan notes                                               4.3       4.3 
 Loan notes                                                                1.0       1.0 
 Finance charges payable in respect of HP contracts and finance leases     6.4       8.9 
 Notional interest on long term provisions                                17.5      14.8 
 Notional interest on pensions                                             8.9       7.6 
 Finance costs before adjustments                                        133.2     133.8 
 Hedge ineffectiveness on financial derivatives                          (1.0)       0.4 
 Total finance costs                                                     132.2     134.2 
                                                                                         
 Finance costs before adjustments                                        133.2     133.8 
 Investment income                                                       (1.2)     (1.4) 
 Net finance cost before adjustments                                     132.0     132.4 

6 Tax on profit on ordinary activities

                                                      2017    2016 £m 
                                                         £m           
 Current tax                                            9.5       7.0 
 Adjustments with respect to prior years             (13.8)      14.1 
 Total current tax (credit)/charge                    (4.3)      21.1 
                                                                      
 Origination and reversal of temporary differences     50.4      22.4 
 Adjustments with respect to prior years              (9.6)    (26.4) 
 Total deferred tax charge/(credit)                    40.8     (4.0) 
 Total tax charge                                      36.5      17.1 

7 Earnings per share (EPS)

EPS is calculated by dividing the profit attributable to equity shareholders
(Basic profit) of £112.3m (2016: £90.3m) by the weighted average number of
ordinary shares of 1,204.8m (2016: 1,204.0m). The number of ordinary shares
used for the basic and diluted calculations are shown in the table below.

The difference in the number of shares between the basic calculation and the
diluted calculation represents the weighted average number of potentially
dilutive ordinary share options.

                                                                     2017 number   2016 number m 
                                                                                m                
 Weighted average number of shares used in basic calculation              1,204.8        1,204.0 
 Executive share options                                                     11.5            8.0 
 Weighted average number of shares used in the diluted calculation        1,216.3        1,212.0 

The adjusted EPS is intended to highlight the recurring operating results of
the Group before amortisation charges, ineffectiveness on financial
derivatives and certain other adjustments as set out in note 4. A
reconciliation is set out below:

                                                           2017                 2016 
                                                £m  EPS (pence)      £m  EPS (pence) 
 Basic profit/EPS                            112.3          9.3    90.3          7.5 
 Amortisation charges (note 9)                60.2          5.0    51.9          4.4 
 Ineffectiveness on financial derivatives    (1.0)        (0.1)     0.4            – 
 Other adjustments (note 4)                  (4.8)        (0.4)     2.5          0.2 
 Tax effect of above adjustments            (17.3)        (1.4)  (21.6)        (1.8) 
 Adjusted profit/EPS                         149.4         12.4   123.5         10.3 

   

                         2017   2016 pence 
                         pence             
 Diluted EPS               9.2         7.5 
 Adjusted diluted EPS     12.3        10.2 

8 Goodwill

                                   2017    2016 £m 
                                      £m           
 Cost                                              
 At 1 April                      1,740.3   1,663.2 
 Foreign exchange movements        219.8      77.1 
 At 31 March                     1,960.1   1,740.3 
 Accumulated impairment losses                     
 At 1 April and 31 March             4.0       4.0 
 Carrying amount                                   
 At 31 March                     1,956.1   1,736.3 

The calculation of value in use for each CGU is most sensitive to the
principal assumptions of discount rate, growth rates and margins achievable.
Sensitivity analysis has been performed on the calculations and confirms that
no reasonably possible changes in the assumptions would cause the carrying
amount of the CGUs to exceed their recoverable amount in respect of the First
Transit, Greyhound, First Bus and First Rail divisions.

The value in use of the First Student division exceeds its carrying amount by
£709.2m (2016: £232.3m). The sensitivity analysis indicates that the First
Student margin or growth rates would need to fall in excess of 218 or 184
basis points respectively compared to medium term double digit margin
expectations for there to be an impairment to the carrying value of net assets
in this business. An increase in the discount rate in excess of 161 basis
points would lead to the value in use of the division being less than its
carrying amount.

Following their review of goodwill, the Directors have concluded that there is
no impairment to any of the CGUs.

9 Other intangible assets

                               Customer contracts £m   Greyhound brand and trade name £m   Rail franchise agreements £m   Software £m   Total £m 
 Cost                                                                                                                                            
 At 1 April 2015                               414.8                                63.3                           36.1             –      514.2 
 Additions                                         –                                   –                              –          11.6       11.6 
 Cessation of franchise                            –                                   –                         (30.6)             –     (30.6) 
 Foreign exchange movements                     19.0                                 2.7                              –             –       21.7 
 At 31 March 2016                              433.8                                66.0                            5.5          11.6      516.9 
 Additions                                         –                                   –                              –          30.2       30.2 
 Cessation of franchise                            –                                   –                          (5.5)             –      (5.5) 
 Foreign exchange movements                     57.2                                 8.7                              –           1.1       67.0 
 At 31 March 2017                              491.0                                74.7                              –          42.9      608.6 
 Amortisation                                                                                                                                    
 At 1 April 2015                               260.3                                24.0                           32.9             –      317.2 
 Charge for year                                45.6                                 3.1                            3.2             –       51.9 
 Cessation of franchise                            –                                   –                         (30.6)             –     (30.6) 
 Foreign exchange movements                     15.0                                 1.2                              –             –       16.2 
 At 31 March 2016                              320.9                                28.3                            5.5             –      354.7 
 Charge for year                                50.1                                 3.5                              –           6.6       60.2 
 Cessation of franchise                            –                                   –                          (5.5)             –      (5.5) 
 Foreign exchange movements                     44.5                                 3.9                              –           0.2       48.6 
 At 31 March 2017                              415.5                                35.7                              –           6.8      458.0 
                                                                                                                                                 
 Carrying amount                                                                                                                                 
 At 31 March 2017                               75.5                                39.0                              –          36.1      150.6 
 At 31 March 2016                              112.9                                37.7                              –          11.6      162.2 

10 Property, plant and equipment

                                              Land and buildings £m   Passenger carrying vehicle fleet £m   Other plant and equipment £m   Total £m 
 Cost                                                                                                                                               
 At 1 April 2015                                              497.1                               2,978.2                          842.4    4,317.7 
 Additions in the year                                         16.7                                 285.3                           98.4      400.4 
 Disposals                                                   (41.3)                                (96.5)                        (281.2)    (419.0) 
 Reclassified as held for sale                                (1.8)                               (100.4)                              –    (102.2) 
 Foreign exchange movements                                    12.3                                 117.3                           14.6      144.2 
 At 31 March 2016                                             483.0                               3,183.9                          674.2    4,341.1 
 Additions in the year                                         13.3                                 218.0                           96.1      327.4 
 Disposals                                                   (11.1)                                (97.4)                         (33.5)    (142.0) 
 Reclassified as held for sale                                    –                               (148.0)                              –    (148.0) 
 Foreign exchange movements                                    36.9                                 312.8                           41.1      390.8 
 At 31 March 2017                                             522.1                               3,469.3                          777.9    4,769.3 
                                                                                                                                                    
 Accumulated depreciation and impairment                                                                                                            
 At 1 April 2015                                              104.2                               1,510.7                          675.7    2,290.6 
 Charge for year                                                9.3                                 225.8                           90.6      325.7 
 Disposals                                                   (33.7)                                (87.2)                        (274.9)    (395.8) 
 Reclassified as held for sale                                (0.2)                                (98.5)                              –     (98.7) 
 Foreign exchange movements                                     2.6                                  64.0                           10.5       77.1 
 At 31 March 2016                                              82.2                               1,614.8                          501.9    2,198.9 
 Charge for year                                               12.8                                 249.6                           90.5      352.9 
 Disposals                                                    (2.8)                                (97.4)                         (18.6)    (118.8) 
 Impairment                                                       –                                   4.5                              –        4.5 
 Reclassified as held for sale                                    –                               (147.6)                              –    (147.6) 
 Foreign exchange movements  

- More to follow, for following part double click  ID:nPRr16553c

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