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Transat A.T. Inc. - Results for fourth quarter 2020

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)

Financial position:

  • 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

MONTRÉAL, Dec. 11, 2020 /CNW Telbec/ - Transat A.T. Inc., one of the largest integrated tourism companies in the world and Canada's holiday travel leader, announces 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 travellers 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.

Fourth-Quarter Highlights

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.

Financial position

As at October 31, 2020, cash and cash equivalents totalled $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.

Outlook

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.

The management information circular dated November 12, 2020 contains additional information regarding the revised arrangement agreement. The management information circular dated July 19, 2019 contains additional information regarding the previous arrangement. These two circulars are available at www.sedar.com under Transat's profile, as well as on Transat's web site at www.transat.com.

Additional information

The Corporation adopted IFRS 16, Leases, on November 1, 2019, and restated the financial information shown in the table below for 2019. 

The results were affected by non-operating items, as summarized in the following table: 

Highlights and impacts of non-operating items on results
(in thousands of C$)


Fourth quarter

Year

2020

2019

2020

2019

Revenues

28,426

693,235

1,302,069

2,937,130






Operating income (loss)

(239,332)

37,072

(425,962)

(13,588)

Special items

96,721

10,144

99,675

23,875

Depreciation, amortization and asset impairment

51,876

50,321

204,112

182,321

Premiums related to derivatives matured during the period

(167)

Adjusted operating income (loss)1 

(90,735)

97,537

(122,175)

192,441






Income (loss) before taxes

(241,307)

32,186

(488,973)

(37,736)

Special items

96,721

10,144

99,675

23,875

Fuel-related and other derivatives

(18,454)

(446)

13,715

8,664

Loss (gain) on asset disposals

11,101

(1)

11,271

(9)

Foreign exchange loss (gain)

(3,846)

31

3,601

(1,110)

Premiums related to derivatives matured during the period

(167)

Adjusted pre-tax income (loss)2

(155,785)

41,914

(360,711)

(6,483)






Net income (loss) attributable to shareholders

(238,077)

23,049

(496,545)

(32,347)

Special items

96,721

7,255

98,556

17,477

Fuel-related and other derivatives

(18,454)

(326)

10,825

6,343

Loss (gain) on asset disposals

11,101

65

11,271

57

Foreign exchange loss (gain)

(3,846)

22

2,666

(806)

Premiums related to derivatives matured during the period

(122)

Reduction in the carrying amount of deferred tax assets

(3,837)

17,892

Adjusted net income (loss)3

(156,392)

30,065

(355,335)

(9,398)






Diluted loss per share

(6.31)

0.62

(13.15)

(0.86)

Special items

2.56

0.19

2.61

0.46

Fuel-related and other derivatives

(0.49)

(0.01)

0.29

0.17

Loss (gain) on asset disposals

0.29

0.00

0.30

0.00

Foreign exchange loss (gain)

(0.10)

0.00

0.07

(0.02)

Premiums related to derivatives matured during the period

(0.00)

Reduction in the carrying amount of deferred tax assets

(0,10)

0.47

Adjusted net income (loss) per share3

(4.14)

0.80

(9.41)

(0.25)

Hedging – The Corporation records in the statement of income (loss) any gains or losses resulting from mark-to-market adjustments of the derivative financial instruments used to manage aircraft fuel-price risk, as well any gains or losses resulting from mark-to-market adjustments of certain hedging instruments used to mitigate exchange-rate exposure stemming from its expenses and/or revenues in foreign currencies. In the fourth quarter of 2020, this resulted in a $18.5 million non-cash gain, compared with $0.4 million ($0.3 million after income taxes) in 2019. For the fiscal year, this resulted in a $13.7 million non-cash loss ($10.8 million after income taxes), compared with $8.7 million ($6.3 million after income taxes) in 2019.

The Corporation uses hedging instruments to mitigate exchange-rate exposure stemming from its expenses and/or revenues in foreign currencies. Accordingly, under applicable accounting standards, any fluctuations resulting from mark-to-market adjustments of these instruments are recorded in the consolidated statement of financial position and consolidated statement of comprehensive income rather than in the consolidated statement of income. For the fourth quarter of 2020, Transat did not record any change in the fair value of foreign exchange derivatives, compared with a loss of $4.8 million ($3.6 million after income taxes) in 2019. For the year, Transat recorded a gain of $11.7 million ($8.7 million after income taxes) on these foreign exchange derivatives, compared with a loss of $15.2 million ($11.1 million after income taxes) in 2019.

About Transat

Transat A.T. Inc. is a leading integrated international tourism company specializing in holiday travel. Under the Transat and Air Transat banners, the Corporation offers vacation packages, hotel stays and air travel to some 60 destinations in over 25 countries in the Americas and Europe. Transat is firmly committed to sustainable tourism development, as reflected in its multiple corporate responsibility initiatives over the past 13 years and obtained Travelife certification in 2018. Based in Montréal, the Corporation has 5,100 employees (TSX: TRZ). 

NOTES

The following are non-IFRS financial measures used by management as indicators to evaluate ongoing and recurring operational performance.

(1)

Adjusted operating income (loss): Operating income (loss) before depreciation and amortization expense and asset impairment, restructuring charge, lump-sum payments related to collective agreements and other significant unusual items, including premiums for fuel-related derivatives and other derivatives matured during the period. The Corporation uses this measure to assess the operational performance of its activities before the aforementioned items to ensure better comparability of financial results.

(2)

Adjusted pre-tax income (loss): Income (loss) before income tax expense before change in fair value of fuel-related derivatives and other derivatives, gain (loss) on business disposals, gain (loss) on asset disposal; restructuring charge, lump-sum payments related to collective agreements, asset impairment, foreign exchange gain (loss) and other significant unusual items, and including premiums for fuel-related derivatives and other derivatives matured during the period. The Corporation uses this measure to assess the financial performance of its activities before the aforementioned items to ensure better comparability of financial results.

(3)

Adjusted net income (loss): Net income (loss) attributable to shareholders before net income (loss) from discontinued operations, change in fair value of fuel-related derivatives and other derivatives, gain (loss) on business disposals, gain (loss) on asset disposals, restructuring charge, lump-sum payments related to collective agreements, asset impairment, foreign exchange gain (loss), reduction in the carrying amount of deferred tax assets and other significant unusual items, and including premiums for fuel-related derivatives and other derivatives that matured during the period, net of related taxes. The Corporation uses this measure to assess the financial performance of its activities before the aforementioned items to ensure better comparability of financial results. Adjusted net income (loss) is also used in calculating the variable compensation of employees and senior executives.

Conference call

Fourth quarter 2020 conference call: Monday, December 14, at 10:30 a.m. Dial 1 800 926-9801 or 1 212 231–2921. Name of conference: Transat. Webcast: follow this link. The archived call will be available at 416 626-4100 or 1 800 558-5253, access code 21951703, until January 13, 2021.

The first-quarter results will be announced on March 11, 2021.

Non-IFRS financial measures

Transat prepares its financial statements in accordance with International Financial Reporting Standards ("IFRS"). We will occasionally refer to non-IFRS financial measures in the news release. These non-IFRS financial measures do not have any meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other issuers. They are intended to provide additional information and should not be considered as a substitute for measures of performance prepared in accordance with IFRS. All amounts are in Canadian dollars unless otherwise indicated.

Caution regarding forward-looking statements

This press release contains certain forward-looking statements with respect to the Corporation, including those regarding its results, its financial position, the impacts of the COVID-19 pandemic, its outlook for the future and planned measures, including in particular the gradual resumption of certain flights and actions to improve its cash flow. These forward-looking statements are identified by the use of terms and phrases such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "will," "would," the negative of these terms and similar terminology, including references to assumptions. All such statements are made pursuant to applicable Canadian securities legislation. Such statements may involve but are not limited to comments with respect to strategies, expectations, planned operations or future actions. Forward-looking statements, by their nature, involve risks and uncertainties that could cause actual results to differ materially from those contemplated by these forward-looking statements.

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. Note 2 to the consolidated financial statements for the year ended October 31, 2020 contains more detail on this issue.

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 forward-looking statements may differ materially from actual results for a number of reasons, including without limitation, economic conditions, changes in demand due to the seasonal nature of the business, extreme weather conditions, climatic or geological disasters, war, political instability, real or perceived terrorism, outbreaks of epidemics or disease, consumer preferences and consumer habits, consumers' perceptions of the safety of destination services and aviation safety, demographic trends, disruptions to the air traffic control system, the cost of protective, safety and environmental measures, competition, the Corporation's ability to maintain and grow its reputation and brand, the availability of funding in the future, fluctuations in fuel prices and exchange rates and interest rates, the Corporation's dependence on key suppliers, the availability and fluctuation of costs related to our aircraft, information technology and telecommunications, changes in legislation, unfavourable regulatory developments or procedures, pending litigation and third party lawsuits, the ability to reduce operating costs, the Corporation's ability to attract and retain skilled resources, labour relations, collective bargaining and labour disputes, pension issues, maintaining insurance coverage at favourable levels and conditions and at an acceptable cost, and other risks detailed in the Risks and Uncertainties section of the MD&A included in our 2020 Annual Report.

This press release also contains certain forward-looking statements about the Corporation concerning a transaction involving the acquisition of all the shares of the Corporation by Air Canada [the "transaction with Air Canada" or the "arrangement"]. These statements are based on certain assumptions deemed reasonable by the Corporation, but are subject to certain risks and uncertainties, several of which are outside the control of the Corporation, which may cause actual results to vary materially. In particular, the completion of the transaction with Air Canada is subject to certain closing conditions that are customary in this type of transaction, including regulatory approvals, particularly 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 Commissioner of Competition released on March 27, 2020 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 proceed, 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 regard to European Union antitrust regulations. The move to Phase II is part of the European Commission's normal process of assessing the impact of transactions submitted for its approval when there are concerns that a transaction may effectively reduce competition. On September 28, 2020, the European Commission released a statement of objections to the arrangement. The provisional deadline by which the Commission must render its decision is now February 9, 2021. 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 is unable to 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.

Under the revised arrangement agreement, the deadline for obtaining the regulatory approvals is set at February 15, 2021 [the "outside date"]. If the required approvals are obtained and the conditions are met, it is now expected that the arrangement will be completed before that date.

Moreover, although the Corporation has been able to put in place a new subordinated short-term credit facility and make amendments to its senior revolving term credit facility, such arrangements are for a limited duration and will need to be replaced if the arrangement is not consummated on or before the new outside date of February 15, 2021. In particular, the new short-term loan facility matures on the earlier of March 31, 2021 and the closing of the arrangement. Furthermore, the temporary suspension of the application of certain financial ratios under the Corporation's revolving term credit facility and the new short-term loan facility expires on January 30, 2021, after which time, absent of any extension, the Corporation could be in default of its obligations and the term of its borrowings could be accelerated. Pursuant to the terms of the arrangement agreement, the Corporation's ability to put in place new sources of financing is restricted and requires Air Canada's consent. As a result, if the requisite shareholder and regulatory approvals are not obtained and the arrangement is not consummated on or prior to the outside date, the Corporation will need to address the challenges posed by its cash position and the maturing lending facilities. If the Corporation is not able to renew maturing facilities at acceptable conditions or find financing alternatives, its financial position and business prospects could be materially and adversely affected. Furthermore, if the arrangement is not approved by the shareholders and otherwise not consummated, there is a risk that Transat's lenders, lessors, credit card processors, clients and other trade partners become more preoccupied by Transat's financial position, prospects and ability to execute its strategic plan as a going concern, which could result in more onerous credit terms, repayment obligations, an inability to refinance maturing indebtedness or find new sources of financing, restricted access to goods and services, and/or reduced business, all of which could significantly and adversely affect Transat's cash flows and ability to continue as a going concern.

The reader is cautioned that the foregoing list of factors is not exhaustive of the factors that may affect any of the Corporation's forward-looking statements. The reader is also cautioned to consider these and other factors carefully and not to place undue reliance on forward-looking statements.

The forward-looking statements in this press release are based on a number of assumptions relating to economic and market conditions as well as the Corporation's operations, financial position and transactions. Examples of such forward-looking statements include, but are not limited to, statements concerning:

  • The outlook whereby until the Corporation is able to resume operations at a sufficient level, the situation will affect its operating results and cash position.
  • The outlook whereby Air Canada will acquire all of the shares of the Corporation. 
  • The outlook whereby if the required regulatory approvals are obtained and conditions are met, it is expected that the transaction with Air Canada will close prior to February 15, 2021.
  • The outlook whereby, subject to obtaining additional financing as discussed in note 2 to the consolidated financial statements, the Corporation has the resources it needs to meet its 2021 objectives and to continue building on its long-term strategies.
  • The outlook whereby, subject to obtaining additional financing as discussed in note 2 to the consolidated financial statements, the Corporation will be able to meet its obligations with cash on hand, cash flows from operations and its borrowing capacity.
  • The outlook whereby travel credits will be used by customers and not reimbursed in cash.
  • The outlook whereby the Corporation will be able to favourably negotiate concessions and deferrals with its aircraft lessors, owners of premises, suppliers, credit card processors and the extension of the temporary suspension of the application of certain financial ratios granted by the lenders of its revolving term credit facility and its subordinated short-term credit facility.

In making these statements, the Corporation has assumed, among other things, that travel and border restrictions imposed by government authorities will be relaxed to allow for a resumption of operations of the type and scale expected, that the standards and measures imposed by government and airport authorities to ensure the health and safety of personnel and travellers will be consistent with those announced or currently anticipated, that travellers will continue to travel despite the new health measures and other constraints imposed as a result of the pandemic, that credit facilities and other terms of credit extended by its business partners will continue to be made available as in the past, that management will continue to manage changes in cash flows to fund working capital requirements for the full fiscal year. If these assumptions prove incorrect, actual results and developments may differ materially from those contemplated by the forward-looking statements contained in this press release.

The Corporation considers that the assumptions on which these forward-looking statements are based are reasonable. 

These statements reflect current expectations regarding future events and operating performance, speak only as of the date this press release is issued, and represent the Corporation's expectations as of that date. For additional information with respect to these and other factors, see MD&A for the year ended October 31, 2020 filed with the Canadian securities commissions and available on SEDAR at www.sedar.com. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by applicable securities legislation.

SOURCE Transat A.T. Inc.

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