Transat A.T. Inc. (the parent of Air Transat) made this announcement:
Results reflecting the magnitude of the COVID-19 crisis
Transaction with Air Canada submitted to shareholders and regulatory authorities
for approval and expected on February 15, 2021
For the fourth quarter:
- Revenues of $28.4 million
- Adjusted operating loss1 of $90.7 million (operating loss of $239.3 million)
- Adjusted net loss3 of $156.4 million (net loss attributable to shareholders of $238.1 million)
For the year:
- Revenues of $1.3 billion
- Adjusted operating loss1 of $122.2 million (operating loss of $426.0 million)
- Adjusted net loss3 of $355.3 million (net loss attributable to shareholders of $496.5 million)
- Cash and cash equivalents totalling $426.4 million as at October 31
- Arrangement of a $250.0 million short-term credit facility until March 31
- Efforts under way to secure financing to cover needs estimated at $500 million for the year 2021 in the absence of a transaction
Transaction with Air Canada:
- New arrangement agreement signed on October 9, 2020 at a price of $5.00 per share or 0.2862 Air Canada share for each Transat share
- Shareholder approval sought at the meeting of December 15, 2020
- Canadian approval process still underway
- European Commission decision expected on February 9, 2021
- If the required regulatory approvals are obtained and the conditions are met, the arrangement is expected to close prior to February 15, 2021
Transat A.T. Inc., one of the largest integrated tourism companies in the world and Canada’s holiday travel leader, announced its results for the fourth quarter and fiscal year ended October 31, 2020.
“Our results reflect COVID-19’s devastating impact across the travel industry,” stated Jean-Marc Eustache, President and Chief Executive Officer of Transat. “During the year, we took all necessary actions to limit the damage and preserve our cash. The upcoming completion of the transaction with Air Canada should give us the solidity to face the crisis and capitalize on the recovery that should be sparked by the arrival of a vaccine. We have put in place a $250.0 million short-term financing facility and are currently working on replacing it, should the transaction not take place, with an overall financing covering our needs for the year 2021. This financing could also be obtained as part of a support program for the industry, as announced by the government.” stated Mr. Eustache.
The global air transportation and tourism industry has faced a collapse in traffic and demand. Travel restrictions, uncertainty about when borders will reopen, both in Canada and at certain destinations the Corporation flies to, the imposition of quarantine measures both in Canada and other countries, as well as concerns related to the pandemic and its economic impacts are creating significant demand uncertainty, at least for fiscal 2021. In response to the first wave of the pandemic, the Corporation temporarily suspended its airline operations from April 1 to July 22, 2020. Subsequently, the Corporation implemented reduced summer and winter programs and is continuously making adjustments based on the level of demand and decisions made by health and state authorities. The Corporation cannot predict all the impacts of COVID-19 on its operations and results, or precisely when the situation will improve. The Corporation has implemented a series of operational, commercial and financial measures, including cost reduction, aimed at preserving its cash. The Corporation is monitoring the situation daily to adjust these measures as it evolves. However, until the Corporation is able to resume operations at a sufficient level, the COVID-19 pandemic will have significant negative impacts on its revenues, cash flows from operations and operating results. While the likelihood of the availability of a vaccine in the near future makes it possible to hope for the resumption of operations at a certain level during 2021, the Corporation does not expect such level to reach the pre-pandemic level before 2023.
The Corporation has taken the following measures regarding the COVID-19 pandemic:
Airline and commercial operations
- On July 23, 2020, the Corporation partially resumed airline operations after four months of inactivity. A reduced summer program consisting of 23 routes to some 17 destinations was then progressively implemented.
- For the winter program (from November 2020 to April 2021), to adapt to the low demand resulting from the COVID-19 second wave and to continued border restrictions and requirements in Canada and elsewhere, Transat gradually offers a reduced program of international flights departing from Montréal, Toronto and Quebec City.
- Transat provides a simple and safe travel experience at every step. To this end, it has launched its Traveller Care program regarding health measures, which are regularly updated in compliance with recommendations issued by regulatory authorities. It has also assembled a new comprehensive practical guide full of tips to help travelers prepare for their trips and travel with peace of mind.
Cost reduction measures
- In March, the Corporation decided to early retire all of its Airbus A310s from the fleet. Subsequently, the Corporation accelerated the expected retirement of its Boeing 737 fleet as well as some of its Airbus A330s to expedite the transformation of its fleet and make it more uniform (comprising only Airbus aircraft with cockpit commonality) and more adapted to the post-COVID-19 market, in terms of both aircraft size and overall capacity.
- Management and the Board of Directors, agreed on a voluntary temporary reduction in their compensation ranging from 10% to 20%, which was in place until November 1, 2020, with the exception of Executive Officers whose reductions, ranging from 15% to 20%, are maintained until December 31, 2020 and members of the Board of Directors whose reduction of 20% is maintained until February 15, 2021.
- The Corporation has also been negotiating with its suppliers to benefit from cost reductions and changes in payment terms, and has implemented measures to reduce expenses and investments.
- The Corporation has also reduced its investment expenditures where possible without jeopardizing its future development.
- As of the end of March, the Corporation proceeded with the gradual temporary layoff of a large part of its personnel, reaching approximately 85% at the height of the crisis. Following the resumption of airline operations, the Corporation was able to recall a certain number of employees, thereby adjusting its workforce to 25% of its pre-pandemic level.
- As of March 15, 2020, the Corporation made use of the Canada Emergency Wage Subsidy (“CEWS”) for its Canadian workforce, which enabled it to finance part of the salaries of its staff still at work and to propose employees temporarily laid off to receive a part of their salary equivalent to the amount of the grant received, with no work required. As at October 31, 2020, approximately two-thirds of the subsidy received corresponded to compensation paid to employees who were not working.
Financing and cash flows
- In March, as a precautionary measure, the Corporation drew down on its $50.0 million revolving credit facility agreement for operating purposes.
- Since March, the Corporation has been renegotiating with aircraft lessors, as well as other lessors, to defer a number of monthly lease payments.
- On October 9, 2020, Transat put in place a $250.0 million subordinated short-term credit facility with the National Bank of Canada as the lead arranger. This loan facility may be drawn down in tranches before February 28, 2021, subject to the satisfaction of pre-requisites and applicable borrowing conditions. These conditions include certain requirements relating to unrestricted cash before and after a drawdown on the facility. The new loan facility is currently supposed to mature on the earlier of March 31, 2021 and the closing of the arrangement with Air Canada.
- As part of the implementation of the revised arrangement agreement and the new loan facility, Transat has also been able to make certain amendments to its existing senior revolving term credit facility, including the temporary suspension of the application of certain financial ratios, providing Transat with additional flexibility in the context of the current business and economic environment. The amended terms and conditions also include a new requirement to maintain certain minimum levels of unrestricted cash as well as restrictions on the capacity to contract additional loans.
- In order to protect its cash position and allow recovery after the restrictions have been lifted, the Corporation granted its customers a fully transferable travel credit valid without expiry date for flights and packages cancelled due to the exceptional situation and, in particular, to the travel restrictions imposed by governments.
Since mid-March, restrictions on international travel and government-imposed quarantine measures have made travel sales very difficult. The Corporation suspended all of its flights during nearly four months before resuming operations on July 23 and maintaining flights during the entire quarter on a reduced scale. As a result, the Corporation recognized revenues of $28.4 million during the quarter, a decrease of $664.8 million (95.9%) compared with 2019.
Operations generated an operating loss of $239.3 million compared with operating income of $37.1 million in 2019, a deterioration of $276.4 million. The deterioration in our operating results was mainly attributable to a decline in revenues that was greater than the decrease in operating expenses. Despite the fall in revenues and the cost reduction measures implemented to deal with the COVID-19 pandemic, the Corporation was obliged to maintain certain fixed costs. The decline in operating results was accentuated by special items totalling $96.7 million and the unfavourable settlement of fuel-related derivative contracts. The special items include impairment charges totalling $86.7 million, comprising $50.8 million for assets related to leased aircraft that will no longer be used until they are returned to the lessors, $32.8 million for the land in Mexico and $3.1 million for the investment in a joint venture. The special items also include additional provisions for return conditions of $6.4 million for leased aircraft that will no longer be used until they are returned to the lessors, professional fees and reversal of compensation expenses of $2.7 million related to the transaction with Air Canada and termination benefits of $0.9 million. Transat reported an adjusted operating loss1 of $90.7 million compared with adjusted operating income1 of $97.5 million in 2019, a deterioration of $188.3 million.
Net loss attributable to shareholders amounted to $238.1 million or $6.31 per share, compared with net income of $23.0 million or $0.61 per share in 2019. Excluding non-operating items, Transat reported an adjusted net loss3 of $156.4 million ($4.14 per share) for the fourth quarter of 2020, compared with adjusted net income3 of $30.1 million ($0.80 per share) in 2019.
Highlights for the year
As a result of the above factors, the Corporation experienced a significant deterioration in its performance for the year ended October 31, 2020. The impact of the pandemic annihilated a very good start to the fiscal year, as the adjusted operating income1 up to the beginning of March was up $63.3 million compared with 2019, due to a significant improvement in the profitability of the sun destinations program, our main program during the winter season.
Considering the impacts of COVID-19, the Corporation recognized revenues of $1.3 billion, a decrease of $1.6 billion (55.7%) compared with 2019, and operations generated an operating loss of $426.0 million, compared with $13.6 million in 2019, a deterioration of $412.4 million. Transat reported adjusted operating loss1 of $122.2 million compared with adjusted operating income1 of $192.4 million in 2019, a deterioration of $314.6 million.
Net loss attributable to shareholders amounted to $496.5 million or $13.15 per share, compared with $32.3 million or $0.86 per share for the previous year. Before non-operating items, Transat reported an adjusted net loss3 of $355.3 million ($9.41 per share) for fiscal 2020, compared with $9.4 million ($0.25 per share) in 2019.
As at October 31, 2020, cash and cash equivalents totaled $426.4 million, compared with $564.8 million as at October 31, 2019. This change was mainly attributable to a significant decrease in profitability, the acquisition of one replacement engine for the A321neo LR fleet ($16.6 million), partially offset by the $50.0 million drawdown on the revolving credit facility agreement.
The working-capital ratio was 0.84, compared with 1.13 as at October 31, 2019. This change was mainly attributable to the increase in the current portion of lease liabilities and the decrease in cash and cash equivalents.
Deposits from customers for future travel amounted to $608.9 million, compared with $561.4 million as at October 31, 2019, an increase of $47.5 million.
As a result of this sudden, unpredictable and unprecedented health crisis and the resulting travel restrictions, the Corporation decided, like other Canadian carriers, to issue travel credits for cancelled trips. This exposes the Corporation to litigation and enforcement measures by legislative and regulatory authorities, including class action suits, which the Corporation intends to contest in good faith and with good reason. Customer deposits as at October 31, 2020 included these travel credits amounting to $531.7 million, 43% of which was placed in trust, with the difference representing deposits made directly with Air Transat or foreign subsidiaries.
Following the adoption of the IFRS 16 accounting standard, leases with terms of more than 12 months are now recorded as right-of-use under assets and as lease liabilities under liabilities. As at October 31, 2020, lease liabilities amounted to $853.9 million.
Off-balance-sheet arrangements, excluding contracts with service providers, stood at $872.2 million as at October 31, 2020. This amount was mainly composed of commitments to take delivery of the 11 A321neos undelivered as at October 31, 2020.
As it is impossible to assess the pace of recovery or the possible evolution of the pandemic and its effects, the Corporation, similarly to the vast majority of air carriers and other travel industry players, is currently reviewing various opportunities to increase its cash flow. In particular, the Corporation has put in place a new $250.0 million subordinated short-term credit facility while continuing discussions with its financiers and the various levels of government to improve its cash flow.
As at October 31, 2020, there exists material uncertainty that may cast significant doubt on the Corporation’s ability to continue as a going concern. Should the transaction with Air Canada not be completed, the Corporation will have to put in place overall financing totalling approximately $500.0 million in 2021 to ensure continuity of operations. Management is seeking to secure the financing that would be required prior to the maturity of the new short-term subordinated credit facility (to date, March 31, 2021) and is currently in discussions with potential lenders, including government authorities. Such financing, put in place if necessary after postponing the maturity of the new short-term subordinated credit facility, could be provided through an application for the Large Employer Emergency Financing Facility (LEEFF) or through any government assistance program, including sector-specific assistance that could include loans and possibly other types of support announced by the Minister of Transport of Canada. Note 2 to the consolidated financial statements contains more details on this issue.
In the current situation, it is impossible for the moment to predict the impact of the COVID-19 pandemic on future bookings, the partial resumption of flight operations and financial results.
The Corporation has implemented a series of operational, commercial and financial measures, including cost reduction, aimed at preserving its cash. The Corporation continues to monitor the situation daily to adjust these measures as it evolves. Please see the Risks and Uncertainties section of the Corporation’s MD&A for the year ended October 31, 2020 for a more detailed discussion of the main risks and uncertainties facing the Corporation.
Consequently, for the time being, the Corporation is providing no outlook for winter 2021.
Discussions relating to the sale of the Corporation
On October 9, 2020, a revised arrangement agreement [“the revised arrangement agreement” or the “arrangement agreement”] was approved unanimously by Transat’s Board of Directors, under which Air Canada will acquire all the issued and outstanding shares of Transat at the price of $5.00 per share, payable at the holder’s option in cash or in Air Canada shares or a combination thereof, and then form a combined world-class company based in Montreal. Air Canada shares issuable under the option of payment in shares will be issued on the basis of a price of $17.47 per Air Canada share, translating into an exchange ratio of 0.2862 Air Canada share per Transat share. The revised arrangement agreement terminates and replaces the original arrangement agreement between Transat and Air Canada dated June 27, 2019, as subsequently amended on August 11, 2019.
The transaction will be subject to shareholder approval, including approval by at least two thirds of votes cast by the shareholders present in person or represented by proxy at the special meeting of shareholders to be held on December 15, 2020 to approve the transaction.
Closing of the transaction with Air Canada is subject to customary closing conditions, including regulatory approvals, particularly those of authorities in Canada and the European Union. Notably, a public interest assessment of the arrangement regarding national transportation is being undertaken by the Canadian authorities.
The competition authorities’ assessment process is currently complicated by the COVID 19 pandemic and the impact it is having on the international commercial aviation market. Among other things, the vast majority of North American, European and international air carriers have requested financial assistance measures, but have had to implement reductions in capacity (as the Corporation did). This context could impact the obtaining of approvals from regulatory authorities, especially regarding the appropriate package of remedies aimed at obtaining those approvals. Air Canada retains discretion to determine the extent of the remedies it is prepared to offer (beyond those that it is required to offer under the Arrangement Agreement). If Air Canada does not come to an agreement with the regulatory authorities and obtain the required approvals before the outside date of February 15, 2021, the arrangement agreement may be terminated in accordance with its terms.
On March 27, 2020, the Commissioner of Competition released his advisory report to the Minister of Transport further to the Minister’s determination that the proposed arrangement raises issues with respect to the public interest regarding national transportation. On May 1, 2020, Transport Canada in turn provided its assessment report to the Minister of Transport. To go ahead, the transaction with Air Canada will have to receive approval from the Governor in Council, on the Minister of Transport’s recommendation. The Governor in Council does not have a deadline for issuing a decision and there can be no assurance that the transaction with Air Canada will be approved before the outside date.
On May 25, 2020, the European Commission decided to open an in-depth (“Phase II”) investigation to assess the transaction with Air Canada with regards to European Union antitrust regulations. The transition to Phase II is part of the European Commission’s normal process of assessing the impact of transactions submitted for its approval when it is concerned that a transaction may effectively reduce competition. The European Commission released on September 28, 2020 a statement of objections to the arrangement. The provisional deadline by which the Commission must render its decision is now February 9, 2021.
The hotel development strategy and related objectives are affected by the arrangement as the Corporation has agreed to limit its commitments and expenses related to the execution of its hotel strategy in the period leading up to the closing of the arrangement.
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