SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Report on Form 6-K dated For the month of November, 2015
Copa Holdings, S.A.
(Translation of Registrant's Name Into English)
Boulevard Costa del Este, Avenida Principal y Avenida de la Rotonda
Urbanización Costa del Este
Complejo Business Park, Torre Norte
Panama City, Panama
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
|Form 20-F x||Form 40-F ¨|
(Indicate by check whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
|Yes ¨||No x|
(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b);82- )
Enclosure: 3Q15 Earnings Release
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Copa Holdings, S.A.
|By:||/s/ José Montero|
Name: José Montero
Copa Holdings Reports Net Income of US$6.2 Million and EPS of US$0.14 for the Third Quarter of 2015
Excluding special items, adjusted net income came in at $37.4 million, or EPS of $0.85 per share
Panama City, Panama — November 12, 2015. Copa Holdings, S.A. (NYSE: CPA), today announced financial results for the third quarter of 2015 (3Q15). The terms “Copa Holdings" or "the Company" refer to the consolidated entity. The following financial information, unless otherwise indicated, is presented in accordance with International Financial Reporting Standards (IFRS). See the accompanying reconciliation of non-IFRS financial information to IFRS financial information included in financial tables section of this earnings release. Unless otherwise stated, all comparisons with prior periods refer to the third quarter of 2014 (3Q14).
OPERATING AND FINANCIAL HIGHLIGHTS
|§||Copa Holdings reported net income of US$6.2 million for 3Q15, or diluted earnings per share (EPS) of US$0.14. Excluding special items, Copa Holdings would have reported an adjusted net income of $37.4 million, or $0.85 per share, a 62.5% decrease from adjusted net income of US$99.8 million and US$2.25 per share for 3Q14.|
|§||Operating income for 3Q15 came in at US$50.6 million, a 54.5% decrease from operating income of US$111.1 million in 3Q14. Operating margin for the period came in at 9.2% or 7.5 percentage points below 3Q14, as a result of lower unit revenues.|
|§||Total revenues decreased 17.5% to US$547.2 million. Yield per passenger mile decreased 20.1% to 12.7 cents and operating revenue per available seat mile (RASM) decreased 19.1% to 10.1 cents.|
|§||For 3Q15, passenger traffic (RPMs) grew 1.8% on a 1.9% capacity expansion. As a result, consolidated load factor came in at 76.3%, or 0.1 percentage points below 3Q14.|
|§||Operating cost per available seat mile (CASM) declined 11.8% to 9.2 cents. CASM, excluding fuel, increased 0.3% to 6.4 cents.|
|§||Cash, short term and long term investments ended 3Q15 at US$1.08 billion, representing 45% of the last twelve months’ revenues. Of this amount, 39% is in Venezuela pending repatriation due to government currency controls.|
|§||During the third quarter, as part of the Company’s share repurchase program, Copa Holdings entered into a US$100 million accelerated share repurchase program (ASR).|
|§||During the third quarter, Copa Airlines took delivery of two Boeing 737-800 aircraft. As a result, Copa Holdings ended the quarter with a consolidated fleet of 99 aircraft.|
|§||For 3Q15, Copa Holdings reported consolidated on-time performance of 89.8% and a flight-completion factor of 99.8%, maintaining its position among the best in the industry.|
|§||4Q15 Dividend Payment - Copa Holdings will pay its fourth quarter dividend of US$0.84 per share on December 15, 2015, on all outstanding Class A and Class B shares, to stockholders of record as of November 30, 2015.|
Consolidated Financial &
|3Q15||3Q14||% Change||2Q15||% Change|
|Revenue Passengers Carried ('000)||1,987||1,937||2.6||%||1,868||6.4||%|
|PRASM (US$ Cents)||9.7||12.2||-20.2||%||9.7||0.5||%|
|RASM (US$ Cents)||10.1||12.5||-19.1||%||10.0||0.9||%|
|CASM (US$ Cents)||9.2||10.4||-11.8||%||9.1||0.8||%|
|CASM Excl. Fuel (US$ Cents)||6.4||6.4||0.3||%||6.2||3.5||%|
|Breakeven Load Factor (1)||69.8||%||62.2||%||7.6||p.p.||66.0||%||3.8||p.p.|
|Fuel Gallons Consumed (Millions)||69.2||68.2||1.5||%||67.9||1.9||%|
|Avg. Price Per Fuel Gallon (US$ Dollars)||2.16||3.12||-30.8||%||2.30||-6.1||%|
|Average Length of Haul (Miles)||2,071||2,088||-0.8||%||2,105||-1.6||%|
|Average Stage Length (Miles)||1,233||1,236||-0.2||%||1,243||-0.8||%|
|Average Aircraft Utilization (Hours)||10.8||11.0||-1.8||%||10.8||-0.4||%|
|Operating Revenues (US$ mm)||547.2||663.7||-17.5||%||538.4||1.7||%|
|Operating Income (US$ mm)||50.6||111.1||-54.5||%||49.2||2.8||%|
|Net Income (US$ mm)||6.2||66.0||-90.6||%||64.1||-90.3||%|
|Adjusted Net Income (US$ mm) (1)||37.4||99.8||-62.5||%||41.0||-8.7||%|
|EPS - Basic and Diluted (US$)||0.14||1.49||-90.5||%||1.46||-90.3||%|
|Adjusted EPS - Basic and Diluted (US$) (1)||0.85||2.25||-62.2||%||0.93||-8.7||%|
|# of Shares - Basic and Diluted ('000)||44,030||44,404||-0.8||%||44,038||0.0||%|
(1)Breakeven Load Factor, Adjusted Net Income and Adjusted EPS for 3Q15, 3Q14, and 2Q15 exclude non-cash charges/gains associated with the mark-to-market of fuel hedges and charges/gains related to the Venezuelan currency. . Additionally, 3Q15 exclude mark-to-market of share repurchase. Note: Attached to this press release is a reconciliation of non-IFRS financial measures to the comparable IFRS measures.
MANAGEMENT’S COMMENTS ON 3Q15 RESULTS
Copa Holdings’ third quarter results reflect lower passenger yields, driven in large part by the reduction in Venezuelan yields from the transition to all US dollar ticket sales, as well as further demand weakness, mainly in Venezuela, Brazil and Colombia, which were partially offset by a lower fuel expense for the quarter.
Consolidated operating revenues decreased 17.5% to US$547.2 million on a 1.9% increase in capacity for the period. Load factor came in at 76.3%, or 0.1 percentage points below 3Q14, while yields came in at 12.7 cents, or 20.1% lower than 3Q14. As a result, passenger revenues per ASM (PRASM) decreased 20.2%, from 12.2 cents in 3Q14 to 9.7 cents in 3Q15.
Consolidated operating expenses for 3Q15 decreased 10.1% to US$496.7 million, and consolidated operating expenses per ASM (CASM) decreased 11.8% to 9.2 cents. Excluding fuel costs, unit costs increased 0.3% to 6.4 cents, driven in part by costs associated with the launch of our new loyalty program and costs associated with fleet returns.
Aircraft fuel expense decreased 29.8% or US$63.4 million compared to 3Q14, as a result of lower fuel prices partially offset by increased capacity. The Company’s effective jet fuel price, which includes a realized hedge loss of US$24.1 million in 3Q15 and a gain of US$2.1 million in 3Q14, decreased from an average of US$3.12 in 3Q14 to US$2.16 in 3Q15.
For 3Q15, the Company had fuel hedges in place representing 25% of its consolidated volume. The Company has hedged approximately 25% for 4Q15. For 2016, the Company has hedged approximately 32% of its forecasted fuel consumption.
The Company recorded a net non-operating expense of US$40.1 million for 3Q15 compared to a net non-operating expense of US$39.4 million for 3Q14. Non-operating income (expense) included a fuel hedge mark-to-market loss of US$26.8 million, compared to a fuel hedge mark-to-market loss of US$28.3 million for 3Q14, a US$2.1 million loss on the devaluation of the Venezuelan bolivar compared to a US$5.5 million loss in 3Q14, and a US$2.3 million mark-to-market loss related to the Company’s share repurchase program.
Copa Holdings closed the quarter with US$1.08 billion in cash, short term and long term investments, representing 45% of last twelve months’ revenues. Of such cash, US$427.4 million is subject to exchange controls in Venezuela and pending repatriation. Cash, short term and long term investments excluding the funds pending repatriation from Venezuela represent approximately 27% of last twelve months’ revenues.
Total debt at the end of 3Q15 amounted to US$1.26 billion, all of which is related to aircraft and equipment financing.
As a means to continue with the execution of the share buyback program, during the third quarter, the Company entered into an accelerated share repurchase agreement (the “ASR Agreement”) with a financial institution (“Dealer”) to repurchase common stock as part of the Company’s existing share repurchase program. Under the ASR Agreement, the Company paid an initial purchase price of $100 million to Dealer, and received an initial delivery of 500,000 shares of its common stock. The total number of shares of common stock that the Company will repurchase under the ASR Agreement will be determined based on the average of the volume weighted average prices of its common stock over the pricing period under the ASR agreement, less a specified discount. The pricing period is scheduled to end before December 31, 2015, and may end earlier at the Dealer’s discretion, at which time the remaining shares are to be delivered.
Copa Holdings’ third quarter results are mostly the product of a weak economic environment in Latin America, in particular South America. However, we believe we have a very solid business model, which is based on operating the best and most convenient network for intra-Latin America travel from our hub based in Panama’s advantageous geographic position, with the region’s lowest unit costs, best on-time performance, and strongest balance sheet. Going forward, the Company expects to continue to strengthen its long-term competitive position by taking advantage of new growth opportunities and implementing initiatives to further strengthen its network and product.
OUTLOOK FOR 2015
For 2015, based on year-to-date results and management’s expectations for 4Q15, the Company updates its guidance as follows: Consolidated capacity is expected to grow in the range of +/-5%. The Company is maintaining its Load Factor guidance but slightly lowering its RASM guidance, due to lower yields resulting mainly from further weakening of Latin American currencies. The Company is maintaining its CASM ex-fuel guidance. Factored into the current guidance is an estimated effective price per gallon of jet fuel, including the effect of current hedge contracts and into-plane costs, of US$2.18 per gallon. As a result, we are narrowing our full year operating margin guidance to 11-12%.
2015 - Full Year
2015 - Full Year
|Capacity - ASM Growth||+/-5%||+/-5%||9.5%|
|Average Load Factor||+/-75%||+/-75%||76.7%|
|CASM Ex-fuel (cents)||+/-6.5||+/-6.5||6.6|
OUTLOOK FOR 2016 – PRELIMINARY
For 2016, preliminary guidance is for consolidated capacity growth in the range of 3%, mainly as a result of the full year effect of capacity added in 2015. Load factor should increase beyond 2015 levels to 76%, however RASM is expected to come in below 2015 levels mainly due to the full year effect of yield weakness experienced from weaker economies and devalued currencies as of the second quarter of 2015, as well as our expectations of continued weakness in regional demand, particularly in countries such as Brazil, Venezuela, and Colombia. At 6.5 cents, CASM ex-fuel is expected to come in flat year over year. The estimated effective price per gallon of jet fuel, including the effect of current hedge contracts and into-plane costs for 2016 is US$2.05 per gallon. As a result, the Company is projecting an operating margin in the range of 10% to 12%.
|Financial Outlook||2016 – Full Year|
|Capacity - YOY ASM Growth||+/-3%|
|Average Load Factor||+/-76%|
|CASM Ex-fuel (cents)||+/-6.5|
CONSOLIDATED THIRD QUARTER RESULTS
Copa Holdings’ operating revenue for 3Q15 totaled US$547.2 million, a 17.5% decrease from operating revenue of US$663.7 million in 3Q14. This decrease was due to an 18.7% or US$120.2 million decrease in passenger revenue.
Passenger revenue. For 3Q15 passenger revenue totaled US$523.5 million, an 18.7% decrease from passenger revenue of US$643.7 million in 3Q14. A 0.1 percentage point decrease in load factor, combined with a 20.1% drop in passenger yield, resulted in a 20.2% decrease in passenger revenue per ASM (PRASM).
Cargo, mail and other. Cargo, mail and other revenue totaled US$23.7 million in 3Q15, an 18.7% increase from cargo, mail and other revenue of US$20.0 million in 3Q14.
For 3Q15, consolidated operating expenses decreased 10.1% to US$496.7 million, representing operating cost per available seat mile (CASM) of 9.2 cents. CASM, excluding fuel costs, increased 0.3% to 6.4 cents. An overview of the major variances on a consolidated basis follows:
Aircraft fuel. For 3Q15, aircraft fuel totaled US$149.2 million, a US$63.4 million or 29.8% decrease over aircraft fuel of US$212.6 million in 3Q14. This decrease was primarily a result of a 1.5% increase in gallons consumed, and a 30.8% decrease in the average price per gallon of jet fuel (all-in), which averaged US$2.16 in 3Q15 as compared to US$3.12 in 3Q14. The all-in average price per gallon of jet fuel for 3Q15 includes a $24.1 million fuel hedge loss, compared to a US$2.1 million gain in 3Q14.
Salaries and benefits. For 3Q15, salaries and benefits totaled US$71.9 million, a 2.9% decrease over salaries and benefits of US$74.0 million in 3Q14. The main driver was a positive effect of foreign exchange rates.
Passenger servicing. For 3Q15, passenger servicing totaled US$65.2 million, a 5.3% decrease over passenger servicing of US$68.8 million in 3Q14. This decrease resulted primarily from efficiencies related to meals on board and airport handling at stations.
Commissions. For 3Q15, commissions totaled US$22.6 million, a 1.3% decrease from commissions of US$22.9 million in 3Q14. This decrease was primarily a result of a lower revenue base, partly offset by a higher average commission rate.
Reservations and sales. Reservations and sales totaled US$19.6 million, an 11.2% decrease from reservation and sales of US$22.1 million in 3Q14. This decrease was primarily a result of a lower revenue base and fewer GDS bookings.
Maintenance, material and repairs. For 3Q15, maintenance, material and repairs totaled US$25.9 million, a 7.3% increase from maintenance, material and repairs of US$24.2 million in 3Q14. This increase was primarily a result of the timing of certain maintenance repairs mainly related to aircraft lease returns.
Depreciation. Depreciation totaled US$35.5 million in 3Q15, a 26.4% increase over depreciation of US$28.1 million in 3Q14. This increase was primarily driven by the full-year effect of additional aircraft and maintenance events from 2014, additional 2015 aircraft deliveries, and the accelerated depreciation of maintenance events related to leased aircraft returns scheduled for later this year and next year.
Flight operations, aircraft rentals, landing fees and other rentals. Combined, flight operations, aircraft rentals, landing fees and other rentals increased 0.4% from US$75.6 million in 3Q14 to US$75.9 in 3Q15, primarily as a result of an increase in departures and block hours, and additional aircraft rentals, partially offset by lower administrative expenses related to pilot recruitment.
Other. Other expenses totaled US$30.8 million, an increase of US$6.5 million over 3Q14 mainly as a result of costs associated with the launch of ConnectMiles.
Non-operating income (expense)
Consolidated non-operating income (expense) totaled a net expense of US$40.1 million in 3Q15, compared to a net expense of US$39.4 million in 3Q14.
Interest expense. Interest expense totaled US$8.3 million in 3Q15, an 8.8% increase from interest expense of US$7.6 million in 3Q14, as a result of a higher effective interest rate and outstanding debt balance related to recent aircraft deliveries.
Interest income. Interest income totaled US$5.7 million, a 31.7% increase over interest income of US$4.3 million in 3Q14.
Other, net. Other, net totaled a net loss of US$37.6 million in 3Q15 compared to a net loss of US$36.2 million in 3Q14. Other, net for 3Q15, consists mainly of a fuel hedge mark-to-market loss of US$26.8 million, compared to a fuel hedge mark-to-market loss of US$28.3 million for 3Q14.
About Copa Holdings:
Copa Holdings is a leading Latin American provider of passenger and cargo services. The Company, through its operating subsidiaries, provides service to 74 destinations in 31 countries in North, Central and South America and the Caribbean with one of the youngest and most modern fleets in the industry, consisting of 101 aircraft: 76 Boeing 737NG aircraft and 25 EMBRAER-190s. For more information visit: www.copa.com.
This release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on current plans, estimates and expectations, and are not guarantees of future performance. They are based on management’s expectations that involve a number of business risks and uncertainties, any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statement. The risks and uncertainties relating to the forward-looking statements in this release are among those disclosed in Copa Holdings’ filed disclosure documents and are, therefore, subject to change without prior notice.
Copa Holdings, S.A.
Income Statement - IFRS
|Cargo, mail and other||23,716||19,974||18.7||%||20,846||13.8||%|
|Total Operating Revenue||547,247||663,693||-17.5||%||538,354||1.7||%|
|Salaries and benefits||71,902||74,016||-2.9||%||69,204||3.9||%|
|Reservations and sales||19,636||22,122||-11.2||%||22,033||-10.9||%|
|Maintenance, material and repairs||25,946||24,186||7.3||%||27,999||-7.3||%|
|Landing fees and other rentals||14,585||13,498||8.1||%||14,889||-2.0||%|
|Total Operating Expense||496,691||552,633||-10.1||%||489,197||1.5||%|
|Non-operating Income (Expense):|
|Total Non-Operating Income/(Expense)||(40,143||)||(39,412||)||1.9||%||22,074||n/m|
|Income before Income Taxes||10,413||71,648||-85.5||%||71,231||-85.4||%|
|Provision for Income Taxes||4,200||5,667||-25.9||%||7,134||-41.1||%|
|EPS - Basic and Diluted||0.14||1.49||-90.5||%||1.46||-90.3||%|
|Shares - Basic and Diluted||44,030,111||44,403,578||-0.8||%||44,037,684||0.0||%|
Copa Holdings, S.A.
Balance Sheet - IFRS
|September 30,||December 31,|
|Cash and cash equivalents||$||121,540||$||221,443|
|Restricted cash and cash equivalents||48,702||52,425|
|Total cash, cash equivalents and short-term investments||654,483||766,603|
|Accounts receivable, net of allowance for doubtful accounts||123,096||121,258|
|Accounts receivable from related parties||1,826||892|
|Expendable parts and supplies, net of allowance for obsolescence||59,910||59,954|
|Other current assets||81,243||5,949|
|Total Current Assets||973,124||1,011,449|
|Property and Equipment:|
|Owned property and equipment:|
|Less: Accumulated depreciation||(720,511||)||(630,503||)|
|Purchase deposits for flight equipment||276,504||321,175|
|Total Property and Equipment||2,609,941||2,505,336|
|Net pension asset||21,341||13,784|
|Deferred tax Assets||22,594||17,235|
|Total Other Assets||180,611||177,287|
|LIABILITIES AND SHAREHOLDER'S EQUITY|
|Current maturities of long-term debt||$||258,990||$||187,646|
|Accounts payable to related parties||10,712||6,749|
|Air traffic liability||352,283||408,012|
|Taxes and interest payable||59,809||58,554|
|Accrued expenses payable||63,432||85,847|
|Other current liabilities||105,901||109,277|
|Total Current Liabilities||956,682||981,497|
|Post employment benefits liability||16,588||11,262|
|Other long-term liabilities||66,006||57,747|
|Deferred tax liabilities||45,940||36,296|
|Total Non-Current Liabilities||1,126,192||1,034,269|
|Class A - 33,456,095 issued and 32,477,353 outstanding||20,924||20,859|
|Class B - 10,938,125 shares issued and outstanding||7,466||7,466|
|Additional paid in capital||56,390||53,486|
|Accumulated other comprehensive income (loss)||(1,439||)||238|
|Total Shareholders' Equity||2,109,061||2,075,108|
|Total Liabilities and Shareholders' Equity||$||4,191,935||$||4,090,874|
Copa Holdings, S. A. and subsidiaries
Consolidated Statement of Cash Flows
For the nine months ended September 30,
(In US$ thousands)
|Cash flow from operating activities||236,743||148,334||563,727|
|Cash flow used in investing activities||(223,658||)||(165,328||)||(26,314||)|
|Cash flow (used) from in financing activities||(98,982||)||64,622||(138,325||)|
|Net (decrease) increase in cash and cash equivalents||(85,897||)||47,628||399,088|
|Cash and cash equivalents at December 31||207,437||139,110||76,094|
|Cash and cash equivalents at September 30 *||$||121,540||$||186,738||$||475,182|
|Short-term investments **||484,242||698,945||499,047|
|Long-term investments ***||428,259||240,097||46,590|
|Restricted cash and cash equivalents ****||48,702||-||-|
|Total cash and cash equivalents and investments at September 30||$||1,082,743||$||1,125,780||$||1,020,819|
* At September 2015 and 2014, cash and cash equivalents include $11 million and $7 million, respectively, of cash in Venezuela which the Company expects to use over the next quarter as part of the normal operations in that country.
** Short term - investments include $265 million of cash in Venezuela at September 2014.
*** Long term - investments include $427 million and $239 million at September 2015 and 2014 of cash in Venezuela, respectively.
**** Restricted cash correspond to a margin calls to secure derivative financial instruments transactions.
NON-IFRS FINANCIAL MEASURE RECONCILIATION
This press release includes the following non IFRS financial measures: CASM Excluding Fuel, Adjusted Net Income and Adjusted EPS. This supplemental information is presented because we believe it is a useful indicator of our operating performance and is useful in comparing our performance with other companies in the airline industry. These measures should not be considered in isolation, and should be considered together with comparable IFRS measures, in particular operating income and net income. The following is a reconciliation of these non-IFRS financial measures to the comparable IFRS measures:
|Reconciliation of Net Income|
|Excluding Special Items||3Q15||3Q14||2Q15|
|Net income as Reported||$||6,213||$||65,980||$||64,097|
|Special Items (adjustments):|
|Unrealized (gain) loss on fuel hedging instruments||26,800||28,293||(23,409||)|
|(Loss) gain due to devaluation of Venezuelan Bolivar||(2,100||)||(5,516||)||(294||)|
|Unrealized (gain) loss on shares repurchase||2,296|
|Adjusted Net Income||$||37,408||$||99,789||$||40,982|
|Shares used for Computation (in thousands)|
|Basic and Diluted||44,030||44,404||44,038|
|Adjusted earnings per share - Basic and Diluted||0.85||2.25||0.93|
|Reconciliation Operating Costs per ASM|
|Excluding Fuel and Special Items||3Q15||3Q14||2Q15|
|Operating Costs per ASM as Reported||9.2||10.4||9.1|
|Aircraft fuel per ASM||(2.8||)||(4.0||)||(2.9||)|
|Operating Costs per ASM excluding fuel||6.4||6.4||6.2|