Results for second quarter of 2020

For the second quarter:

• Revenues of $571.3 million.
• Adjusted operating income1 of $21.1 million (operating loss of $29.6 million).
• Adjusted net loss3 of $38.8 million (net loss attributable to shareholders of $179.6 million).

Resumption of operations:

• Resumption of flights and tour operations beginning on July 23, 2020
• Twenty-three international and a domestic program operating during the summer

Transaction with Air Canada:

• Decision by the European Commission to open an in-depth ("Phase II") investigation to assess the transaction with Air Canada.
• Canadian approval process still underway to obtain a decision from the Minister of Transport
• If the required regulatory approvals are obtained and conditions are met, it is expected at the present time that the arrangement will be completed during the fourth quarter of the 2020 calendar year.

Transat A.T. Inc. ("Transat" or the "Corporation"), one of the largest integrated tourism companies in the world and Canada's holiday travel leader, announces its results for the second quarter ended April 30, 2020.

"The coronavirus pandemic and resulting border closures have hit the airline industry in ways that are without precedent. It has caused all Transat flights to be suspended since April 1. This has led to a steep decline in our results, although we were seeing a clear improvement over the first four months of the year," stated Jean-Marc Eustache, President and Chief Executive Officer, Transat. "The extraordinary measures we were obliged to take, including the temporary layoff of 85% of our workforce, are aimed at preserving our cash flow to weather this period." Like all airline and travel industry players, we continue to explore other opportunities to enhance our cash flow."

"We are deeply pleased to announce today the gradual resumption of our flights beginning July 23. We will reopen 23 international routes over the summer, as well as some domestic ones. With our Traveller Care program, we are implementing all the necessary protocols to safeguard our clients' health. This is a first step towards getting healthy operations back on track, from both a business and financial perspective," he added.

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 the destinations the Corporation flies to, and the need for quarantine and physical distancing measures create significant demand uncertainty for the remaining part of fiscal 2020 and for fiscal 2021. For the moment, Transat cannot predict all the impacts of COVID-19 on its operations and results, or when the situation will improve. Until the Corporation is able to resume operations at a sufficient level, the situation will affect its cash. However, the Corporation has implemented a series of operational and commercial as well as financial measures, including cost reduction, aimed at preserving its cash flow. The Corporation is monitoring the situation daily to adjust these measures as it evolves.

The Corporation has taken the following measures regarding the COVID-19 pandemic:

• From April 1, and through July 22, the Corporation has suspended all flights and is constantly monitoring demand and constraints by destination with a view to a gradual return to operations;
• In March, as a precautionary measure, the Corporation drew down on its $50.0 million revolving credit facility agreement. As at April 30, the Corporation's cash and cash equivalents totalled $733.7 million;
• Senior executives and the Board of Directors agreed to a voluntary reduction in their compensation from 10% to 20%;
• In March, the Corporation decided to early retire all of its Airbus A310s from its fleet;
• In order to protect its cash and allow recovery after the restrictions have been lifted, the Corporation has granted its customers a travel credit valid for 24 months for flights cancelled due to the exceptional situation and including travel restrictions imposed by governments;
• Since March, the Corporation has been renegotiating with aircraft lessors, as well as the owners of the premises it occupies, to defer a number of monthly lease payments. The Corporation has also been negotiating with its suppliers to benefit from cost reductions and changes in its payment terms, and has implemented measures to reduce expenses and its investments. Preserving cash is a priority for the Corporation and other opportunities are being evaluated to achieve this objective;
• As of the end of March, the Corporation proceeded with the gradual temporary layoff of a large part of its personnel, up to more than 85%;
• In April, the Corporation made use of the Canada Emergency Wage Subsidy ("CEWS") for its Canadian workforce, which enabled it to finance a portion 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, without work counterpart.

Second Quarter Highlights

The Corporation's results for February showed a strong improvement over the previous year (adjusted operating income $28.3 million higher than in February 2019 and operating income up by $28.1 million). Following a stronger first quarter than the previous year's, these results put the Corporation on track to return to profitability for the winter season.

Starting in mid-March, restrictions on international travel and government-imposed quarantine measures made travel sales very difficult. The flights operated during the last two weeks of March were mainly intended for the repatriation of the Corporation's customers to Canada or their country of origin, resulting in very significant costs. Thereafter, the Corporation suspended all of its flights as of April 1 and therefore had no more sales from that date. As a result, the Corporation recognized revenues of $571.3 million during the quarter, a decrease of $326.1 million (36.3%) compared with 2019. Operations generated an operating loss of $29.6 million compared with $3.8 million in 2019, a decline of $25.8 million, as the decrease in operating expenses was not sufficient to offset the drop in revenues. Adjusted operating income1 amounted to $21.1 million, compared with $40.4 million in 2019, down $19.2 million.

Net loss attributable to shareholders amounted to $179.5 million or $4.76 per share (diluted) compared with $0.9 million or $0.02 per share (diluted) in 2019. The net loss attributable to shareholders for the quarter includes an $89.1 million charge for changes in the fair value of fuel-related derivatives and other derivatives due to the collapse in fuel prices, a $32.5 million foreign exchange loss mainly related to the remeasurement of lease liabilities and a $21.7 million charge to reduce the carrying value of deferred tax assets. Excluding non-operating items, Transat reported an adjusted net loss3 of $38.8 million ($1.03 per share) for the second quarter of 2020, compared with $6.4 million ($0.17 per share) in 2019.

Six-month Period Highlights

As a result of the above factors, the Corporation experienced a moderate deterioration in its performance for the winter season as a whole. The impact of the pandemic reversed a very strong start to the first half of the year, as revenues were up $45.2 million and operating income was $23.6 million higher at the end of the first quarter. This improvement continued in February, as adjusted operating income1 for the first four months of the year 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.

For the six-month period as a whole, the Corporation ultimately recognized revenues of $1.3 billion, a decrease of $280.9 million (18.2%) compared with 2019, and operations generated an operating loss of $54.6 million, compared with $52.4 million in 2019, down $2.2 million. Transat reported adjusted operating income1 of $48.5 million compared with $32.8 million in 2019, an improvement of $15.7 million.

Net loss attributable to shareholders amounted to $213.4 million or $5.65 per share (diluted) compared with net income of $53.9 million or $1.43 per share (diluted) for the corresponding six-month period of last year. The net loss attributable to shareholders includes an $97.0 million charge for changes in the fair value of fuel-related derivatives and other derivatives due to the collapse in fuel prices, a $35.0 million foreign exchange loss mainly related to the remeasurement of lease liabilities and a $21.7 million charge to reduce the carrying value of deferred tax assets. Before non-operating items, Transat reported an adjusted net loss3 of $59.1 million ($1.57 per share) for the first six months of 2020, compared with $45.6 million ($1.22 per share) in 2019.

Financial position

As at April 30, 2020, cash and cash equivalents amounted to $733.7 million, compared with $796.3 million on the same date in 2019. This change was mainly attributable to a decrease in receipts of deposits from customers related to the summer season ($125,0 million), the acquisition of two replacement engines for the A321neo LR fleet ($33.4 million), and to costs related to the transaction with Air Canada ($13.3 million), partially offset by the $50.0 million drawdown on its revolving credit facility agreement.

The working capital ratio was 0.99, compared with 1.15 as at April 30, 2019. This change was mainly attributable to higher trade and other payables and the increase in the current portion of lease liabilities.

Deposits from customers for future travel amounted to $605.1 million, compared with $629.7 million as at April 30, 2020, a decrease of $24.5 million. The decrease in deposits from customers compared with January 31, 2020 (amounting to $809 million) is mainly due to the seasonal nature of operations and represents a decrease usually seen in this period of the year.

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. Customer deposits as at May 31, 2020 included these travel credits amounting to $416 million, 58% of which was placed in trust, with the difference representing deposits made directly with Air Transat or foreign subsidiaries. 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.

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 lease liabilities under liabilities. As at April 30, 2020, lease liabilities amounted to $821.0 million.

Off-balance-sheet agreements, excluding contracts with service providers, stood at $1.1 billion as at April 30, 2020. This amount was mainly composed of commitments to take delivery of the 14 A321neos undelivered.

As the pace of recovery is impossible to assess following the announcement of the deconfinement measures 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 in the normal course of their operations following the impacts of COVID-19, is currently reviewing various opportunities to increase its cash flow. In particular, the Corporation has initiated discussions with its financiers and the various levels of government to improve its cash flow.

IFRS update

The Corporation adopted IFRS 16, Leases, on November 1, 2019. The 2019 comparative figures have been restated to reflect these changes.

To sum up, the adoption of this standard resulted in increases of $748.4 million in assets, $716.9 million in liabilities and $22.7 million in equity, respectively, as at October 31, 2019. For the year ended October 31, 2019, the adoption of this standard resulted in an increase in net income attributable to shareholders of $0.8 million. The main changes related to the adoption of IFRS 16 are described in note 3 to the interim condensed consolidated financial statements for the quarter ended April 30, 2020.

Resumption of operations

Transat expects to resume its flights and tour operator activities as of July 23, provided that the travel restrictions applicable on that date allow it. It will operate a condensed flight schedule for the period from July 23 to October 31, 2020 and offer more than 20 destinations. It plans to serve 13 European destinations (in France, the United Kingdom, Greece, Italy and Portugal) and five destinations in the South and the United States (Mexico, Dominican Republic, Cuba, Haiti and Florida) from Montréal or Toronto, as well as a domestic program linking the main Canadian airports (Montréal, Toronto, Calgary and Vancouver). The Corporation plans to add additional frequencies and destinations to the flight schedule for the following months based on border openings and deconfinement measures in place.

The Traveller Care program, also announced today, aims to ensure the safety and peace of mind of the Corporation's customers with new health measures at check-in, at boarding, on board and at destination.

Transat is seizing the opportunity to accelerate the transformation of its fleet to become more efficient and provide a better experience for its customers, while taking an important step in the energy transition in air transportation.

Airline operations remain suspended until July 22, 2020.

In addition, the Corporation also plans to gradually reopen its travel agencies, which had been closed due to the lockdown related to the pandemic.

Outlook

In the current situation, it is impossible for the moment to predict the impact of the COVID-19 pandemic on future bookings, the resumption of flight operations announced today 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 is monitoring 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 second quarter of fiscal 2020 (and that of October 31, 2019) for a more detailed discussion of the main risks and uncertainties facing the Corporation.

Consequently, the Corporation does not at the moment provide an outlook for summer 2020 or winter 2021.

Discussions relating to the sale of the Corporation

On August 23, 2019, Transat's shareholders approved the arrangement agreement with Air Canada, under which it is provided that Air Canada will acquire all issued and outstanding shares of Transat for a cash consideration of $18.00 per share [the "arrangement"]. The arrangement remains subject to certain customary closing conditions, including regulatory approvals, particularly authorities in Canada and the European Union.

Notably, a public interest assessment regarding the arrangement is being undertaken by Transport Canada. On March 27, 2020, as part of this assessment process, the Commissioner of Competition released the report provided to Transport Canada summarizing his assessment of the impacts on competition. On May 1, 2020, Transport Canada in turn provided its assessment report to the Minister of Transport.

On May 25, 2020, the European Commission decided to open an in-depth ("Phase II") investigation to assess the transaction with Air Canada. This extension, until a date between September 30, 2020 and November 19, 2020, is part of the European Commission's normal process of assessing the impact of transactions submitted for its approval, which is currently complicated by the COVID 19 pandemic and the impact it is having on the international commercial aviation market.

While the Corporation remains firmly committed to completing the transaction with Air Canada, certain factors beyond its control and related to the COVID-19 pandemic could influence the outcome of the proposed arrangement. The market conditions of the global industry have been completely transformed. Among other things, the vast majority of North American, European and international air carriers have announced reductions in capacity and requested financial assistance measures. This could impact the possibility of reaching an agreement with regulatory authorities regarding an appropriate package of remedies aimed at obtaining the necessary approvals.

Moreover, the effects of the pandemic could force the Corporation to take certain measures, including the use of certain additional sources of funding, while its capacity to take such measures is restricted by the covenants undertaken under the arrangement agreement with Air Canada. Among other things, the Corporation has undertaken not to incur additional indebtedness except in the normal course of its operations and on conditions allowing for repayment without penalty upon closing of the arrangement. The agreement also provides that Air Canada's consent for measures that would not be taken in the normal course of business may not be unreasonably withheld.

If the required approvals are obtained and the conditions are met, it is now expected that the arrangement will be completed during the fourth quarter of the 2020 calendar year. Under the arrangement agreement, the deadline for obtaining the regulatory approvals cannot be extended beyond December 27, 2020. This date, initially set for June 27, 2020 may be deferred, to the extent that the regulatory approvals are not obtained, for three one-month periods upon notification by one of the parties, and subsequently for three additional one-month periods under certain conditions. The Corporation has informed Air Canada of its decision to activate the first one-month period, which defers, for now, the June 27 deadline to July 27, 2020.

The management information circular dated July 19, 2019 contains additional information regarding the arrangement.

Additional information

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

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

Hedging - The Corporation records in the statement of income 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 second quarter of 2020, this resulted in a $89.1 million non-cash loss, compared with a $18.4 million non-cash gain ($13.5 million after income taxes) in 2019. For the six-month period, this resulted in a $99.9 million non-cash loss ($97.0 million after income taxes), compared with $0.3 million ($0.2 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 second quarter of 2020, Transat recorded a gain of $12.1 million ($8.9 million after income taxes) on these foreign exchange derivatives, compared with a loss of $0.3 million ($0.3 million after income taxes) in 2019. For the six-month period, Transat recorded a gain of $11.4 million ($8.4 million after income taxes) on these foreign exchange derivatives, compared with a loss of $4.2 million ($3.1 million after income taxes) in 2019.