UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
FORM 6-K
_________________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
Date of Report: November 3, 2022
Commission file number 1- 12874
_________________________
TEEKAY CORPORATION
(Exact name of Registrant as specified in its charter)
_________________________
4th Floor, Belvedere Building
69 Pitts Bay Road
Hamilton, HM 08 Bermuda
(Address of principal executive offices)
_________________________
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Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F. |
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Form 20-F
ý Form
40- F
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Indicate by check mark if the registrant is submitting the
Form 6-K in paper as permitted by Regulation S-T Rule
101(b)(1). |
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Yes
¨ No
ý
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Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7). |
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Yes
¨ No
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Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Item 1 — Information Contained in this Form 6-K Report
Attached as Exhibit 1 is a copy of an announcement of Teekay
Corporation dated November 3, 2022.
SIGNATURES
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, thereunto duly
authorized.
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TEEKAY CORPORATION |
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Date: November 3, 2022 |
By: |
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/s/ Vincent Lok |
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Vincent Lok
Executive Vice President and Chief Financial Officer (Principal
Financial and Accounting Officer)
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Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
TEEKAY CORPORATION REPORTS
THIRD QUARTER 2022 RESULTS
Highlights
•GAAP
net income attributable to shareholders of Teekay of $33.1 million,
or $0.32 per share, and adjusted net income attributable to
shareholders of Teekay(2)
of $15.3 million, or $0.15 per share, in the third quarter of 2022
(excluding items listed in
Appendix A
to this release).
•Teekay
Parent has successfully completed the divestment of its FPSO units
with the sale of the
Sevan Hummingbird
FPSO unit on July 1, 2022 and the delivery of its remaining FPSO
unit, the
Petrojarl Foinaven,
to a recycling yard in October 2022.
•During
the third quarter of 2022, Teekay Parent sold 0.9 million Teekay
Tankers Class A common shares for $22.8 million. These shares were
acquired in late-2021 and early-2022 for a total cost of $10.0
million.
•In
August 2022, Teekay Parent's Board of Directors approved a $30
million common share repurchase program. Since that time, Teekay
Parent has repurchased $5.3 million of its outstanding common
shares.
•Tanker
market continues to strengthen during the year with Teekay Tankers
securing strong fourth quarter-to-date spot rates of $40,000 per
day, $36,600 per day, and $44,700 per day for its Suezmax, Aframax
and LR2 fleets, respectively, which are higher than the third
quarter of 2022 rates and approximately two to three times higher
compared to last year’s fourth quarter rates.
Hamilton, Bermuda, November 3, 2022
- Teekay Corporation (Teekay
or
the Company)
(NYSE:TK) today reported results for the three and nine months
ended September 30, 2022. These results include the Company’s
publicly-listed consolidated subsidiary, Teekay Tankers Ltd.
(Teekay
Tankers)
(NYSE:TNK), and all remaining subsidiaries and equity-accounted
investments. As a result of Stonepeak's acquisition of Teekay LNG
Partners L.P. (Teekay
LNG)
(now known as Seapeak LLC) in January 2022, certain
information in this release presents Teekay LNG and various
subsidiaries that provided the shore-based operations for Teekay
LNG and certain of Teekay LNG’s joint ventures under management
services contracts (collectively,
the Teekay Gas Business)
as a discontinued operation. Teekay, together with its subsidiaries
other than Teekay Tankers, is referred to in this release as
Teekay Parent.
Please refer to the third quarter of 2022 earnings release of
Teekay Tankers, which is available on Teekay's website at
www.teekay.com,
for additional information on Teekay Tankers' results.
Financial Summary
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Three Months Ended |
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September 30, |
June 30, |
September 30, |
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(in thousands of U.S. dollars, except per share
amounts) |
2022 |
2022 |
2021 |
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(unaudited) |
(unaudited) |
(unaudited) |
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TEEKAY CORPORATION CONSOLIDATED |
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GAAP FINANCIAL COMPARISON |
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Revenues |
303,199 |
280,786 |
148,323 |
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Income (loss) from vessel operations |
83,385 |
26,792 |
(45,538) |
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Net income (loss) attributable to the shareholders of
Teekay |
33,133 |
5,282 |
(2,913) |
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Earnings (loss) per common share of Teekay |
0.32 |
0.05 |
(0.03) |
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NON-GAAP FINANCIAL COMPARISON |
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Adjusted EBITDA
(1)
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86,885 |
50,844 |
81,976 |
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Adjusted net income attributable to shareholders of Teekay
(1)
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15,312 |
5,506 |
95 |
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Adjusted net earnings per share attributable to shareholders of
Teekay
(1)
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0.15 |
0.05 |
— |
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As at September 30, |
As at June 30, |
As at March 31, |
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(in thousands of U.S. dollars, except number of shares) |
2022 |
2022 |
2022 |
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(unaudited) |
(unaudited) |
(unaudited) |
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TEEKAY PARENT |
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Net cash(2)
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328,618 |
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275,840 |
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289,988 |
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Market value of investment in Teekay Tankers
(3)
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266,100 |
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186,327 |
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146,271 |
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1
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
(1)These
are non-GAAP financial measures. Please refer to “Definitions and
Non-GAAP Financial Measures” and the Appendices to this release for
definitions of these terms and reconciliations of these non-GAAP
financial measures as used in this release to the most directly
comparable financial measures under United States generally
accepted accounting principles (GAAP).
These measures include results from both continuing and
discontinued operations.
(2)Teekay
Parent net cash as of September 30, 2022 includes cash and cash
equivalents and short-term investments less current portion of
long-term debt totaling $21.2 million related to Teekay Parent's 5%
Convertible Notes due in January 2023. Teekay Parent's net cash
position increased compared to June 30, 2022, primarily due to cash
proceeds received from the sale of the
Sevan Hummingbird
FPSO, a contractual lump sum payment received from the customer of
the
Petrojarl Foinaven
FPSO, the cash proceeds from the sale of 0.9 million Teekay Tankers
Class A common shares, and changes in working capital balances,
partially offset by Teekay share repurchases. As at September 30,
2022, Teekay Parent's remaining decommissioning and recycling costs
are estimated to be approximately $15 million, which are expected
to be paid in the fourth quarter of 2022 through the end of
2023.
(3)As
at September 30, 2022, June 30, 2022, and March 31, 2022, Teekay
Parent owned 9.6 million, 10.6 million and 10.6 million Teekay
Tankers Class A and B common shares, respectively, and the closing
share price of TNK was $27.54 per share, $17.63 per share, and
$13.84 per share, respectively.
CEO Commentary
“Our consolidated financial results for the third quarter of 2022
were stronger than the previous quarter, primarily due to higher
spot tanker rates,” commented Kenneth Hvid, Teekay’s President and
CEO.
“Recently, we successfully completed the remaining key milestones
relating to winding down our FPSO segment and have now fully
divested our FPSO business. During the third quarter of 2022, we
completed the sale of the
Sevan Hummingbird
and in late-October, we transferred the ownership of our last
remaining FPSO, the
Petrojarl Foinaven,
to a European shipyard for green recycling. I am very pleased with
both the commercial and operational execution of winding down our
FPSO business where the sale proceeds from the
Sevan Hummingbird
and the lump sum payment received from the customer on the
Petrojarl Foinaven
are now expected to fully offset our decommissioning and recycling
costs relating to these units.”
“The tanker market continued to strengthen during the third quarter
on the back of strong tanker supply and demand fundamentals, which
has been further boosted by increased tanker tonne-mile demand due
to changes in crude oil trading patterns as a result of Russia’s
invasion of Ukraine. During the third quarter of 2022, Teekay
Tankers experienced counter-seasonal strength in spot tanker rates,
with rates hitting their highest level for a third quarter since
2008, and we are seeing further strength so far in the fourth
quarter of 2022. With almost all of Teekay Tankers' fleet currently
trading in the spot market, we have significant operating leverage
to benefit from a strong tanker market.”
“During the quarter, we sold the 0.9 million of Teekay Tankers
Class A common shares for $22.8 million that we acquired in
late-2021 and early-2022 for a total cost of $10.0 million.
Following this opportunistic trade, we remain Teekay Tankers’
largest shareholder, with economic ownership of 28.5%. In addition,
Teekay Corporation put in place a $30 million share repurchase
program, under which we have so far repurchased approximately 1.5
million of our common shares at an average price of $3.59 per
share.”
“With the positive tanker market fundamentals and our net cash
position, which is especially valuable during times of extreme
volatility and global economic uncertainty, we believe we are
well-positioned to pursue future investment opportunities to create
long-term shareholder value.”
2
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Summary of Results
The Company's adjusted net income attributable to shareholders of
Teekay(1)
for the third quarter of 2022 increased compared to the same
quarter of the prior year, primarily due to stronger earnings from
Teekay Tankers as a result of higher spot tanker rates
and
lower interest expense in Teekay Parent due to bond repurchases
completed during the first half of 2022, which was partially offset
by the loss of earnings contribution from the Teekay Gas Business
as a result of the sale of the Teekay Gas Business on January 13,
2022.
In addition, consolidated GAAP net income attributable to
shareholders of Teekay increased during the third quarter of 2022,
compared to the same quarter of the prior year, mainly due
to
$21.1 million in gains from the sale of assets and a $4.0 million
reduction in the estimated costs associated with the recycling of
the
Petrojarl Foinaven
FPSO unit, both of which were
recognized
in the third quarter of 2022.
The following table highlights the operating performance of Teekay
Tankers' vessels trading in revenue sharing arrangements
(RSAs),
voyage charters and full service lightering, in each case measured
in net revenues(a)
per revenue day, or time-charter equivalent (TCE)
rates, before off-hire bunker expenses:
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Three Months Ended |
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September 30, 2022(b)
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June 30, 2022(b)
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September 30, 2021(b)
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Suezmax revenue days |
2,208 |
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2,244 |
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2,350 |
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Suezmax TCE per revenue day |
$33,191 |
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$25,310 |
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$6,029 |
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Aframax revenue days |
1,081 |
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1,210 |
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1,444 |
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Aframax TCE per revenue day |
$34,393 |
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$24,538 |
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$9,749 |
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LR2 revenue days |
853 |
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888 |
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644 |
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LR2 TCE per revenue day |
$37,373 |
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$26,690 |
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$9,358 |
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(a) Net
revenues
is a non-GAAP financial measure. Please refer to "Definitions and
Non-GAAP Financial Measures" for a definition of this
term.
(b) Revenue
days
are the total number of calendar days Teekay Tankers' vessels were
in its possession during a period, less the total number of
off-hire days during the period associated with major repairs or
modifications, dry dockings or special or intermediate surveys.
Consequently, revenue days represent the total number of days
available for the vessel to earn revenue. Idle days, which are days
when the vessel is available to earn revenue but is not employed,
are included in revenue days.
Please refer to Teekay Tankers' third quarter of 2022 earnings
release for additional information on the financial results for
this entity.
(1) This is a non-GAAP financial measure. Please refer to
"Definitions and Non-GAAP Financial Measures" and the Appendices to
this release for a definition of this term and a reconciliation of
this non-GAAP financial measure as used in this release to the most
directly comparable financial measures under GAAP.
3
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Summary of Recent Events
Teekay Parent
During the third quarter of 2022, Teekay Parent sold 0.9 million
Teekay Tankers Class A common shares for total proceeds of $22.8
million, or an average price of $25.20 per share. These shares were
acquired in December 2021 through February 2022 for $10.0 million,
or an average purchase price of $11.03 per share.
In August 2022,
Teekay's Board of Directors approved a $30 million common share
repurchase program. Since that time, Teekay has repurchased a total
of approximately 1.5 million common shares, or approximately 1.4%
of the outstanding common shares immediately prior to commencement
of the program, for a total cost of $5.3 million, representing an
average repurchase price of $3.59 per share.
On July 1, 2022, Teekay Parent completed the sale of the
Sevan Hummingbird
FPSO unit to a third party, which resulted in a gain on sale of
approximately $13.0 million. In October 2022, Teekay Parent
delivered and transferred the ownership of its last remaining FPSO
unit, the
Petrojarl Foinaven,
to a European shipyard for green recycling. The combined proceeds
from the sale of the
Sevan Hummingbird
FPSO unit and the final contractual lump sum payment received from
the customer of the
Petrojarl Foinaven
FPSO unit to cover the green recycling costs totaled approximately
$25 million, which was received during the third quarter of
2022.
As at September 30, 2022, Teekay Parent's remaining decommissioning
and recycling costs are now estimated to be approximately $15
million, which are expected to be paid in the fourth quarter of
2022 through the end of 2023.
Teekay Tankers
In July 2022, Teekay Tankers agreed to sell one Aframax tanker for
$24.8 million, which was completed in September 2022 and resulted
in a gain on sale of $8.2 million.
In September and October 2022, Teekay Tankers made $44.9 million in
prepayments and fully repaid a term loan related to four vessels.
The prepayments were made with existing liquidity and the four
vessels will be unencumbered.
The following table summarizes Teekay Tankers’ TCE rates booked
to-date in the fourth quarter of 2022 for its spot-traded fleet
only:
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To-Date Spot Tanker Rates
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TCE Rates Per Day
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% Fixed
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Suezmax |
$40,000 |
43% |
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Aframax
(1)
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$36,600 |
38% |
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LR2
(2)
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$44,700 |
36% |
(1) Rates and percentage booked to-date
include Aframax RSA, full service lightering and non-RSA voyage
charters for all Aframax vessels.
(2) Rates and percentage booked to-date
include Aframax RSA, full service lightering and non-RSA voyage
charters for all LR2 vessels, whether trading in the clean or dirty
spot market.
4
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
About Teekay
Teekay is a leading provider of international crude oil and other
marine transportation services. Teekay provides these services
directly and through its controlling ownership interest in Teekay
Tankers Ltd. (NYSE: TNK), one of the world’s largest owners and
operators of mid-sized crude tankers. The consolidated Teekay
entities manage and operate approximately 60 conventional tankers
and other marine assets. With offices in 8 countries and
approximately 2,500 seagoing and shore-based employees, Teekay
provides a comprehensive set of marine services to the world’s
leading energy companies and the Australian
government.
Teekay’s common stock is listed on the New York Stock Exchange
where it trades under the symbol “TK”.
For Investor Relations enquiries:
E-mail: investor.relations@teekay.com
Website:
www.teekay.com
5
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Definitions and Non-GAAP Financial Measures
This release includes various financial measures that are non-GAAP
financial measures as defined under the rules of the Securities and
Exchange Commission (SEC).
These non-GAAP financial measures, which include Adjusted Net
Income Attributable to Shareholders of Teekay, Adjusted EBITDA and
Net Revenues, are intended to provide additional information and
should not be considered substitutes for measures of performance
prepared in accordance with GAAP. In addition, these measures do
not have standardized meanings across companies, and therefore may
not be comparable to similar measures presented by other companies.
The Company believes that certain investors use this information to
evaluate the Company’s financial performance, as does
management.
Non-GAAP Financial Measures
Adjusted Net Income Attributable to Shareholders of Teekay
excludes items of income or loss from GAAP net income that are
typically excluded by securities analysts in their published
estimates of the Company’s financial results. The Company believes
that certain investors use this information to evaluate the
Company’s financial performance, as does management. Please refer
to
Appendix A
of this release for a reconciliation of this non-GAAP financial
measure to net income, the most directly comparable GAAP measure
reflected in the Company’s consolidated financial
statements.
Adjusted EBITDA
represents net income before interest, taxes, depreciation and
amortization, and is adjusted to exclude certain items whose timing
or amount cannot be reasonably estimated in advance or that are not
considered representative of core operating performance. Such
adjustments include foreign currency exchange gains and losses,
write-downs and/or gains, and/or gains and losses on sale of
operating assets, adjustments for direct financing and sales-type
leases to a cash basis, amortization of in-process revenue
contracts, unrealized gains and losses on derivative instruments,
credit loss provision adjustments, loss on bond repurchases, loss
on deconsolidation, equity income (loss), and other income or loss,
for both continuing operations and discontinued operations.
Adjusted EBITDA
also excludes realized gains or losses on interest rate swaps as
management, in assessing the Company's performance, views these
gains or losses as an element of interest expense, and realized
gains or losses on interest rate swaps resulting from amendments or
terminations of the underlying instruments, for continuing and
discontinued operations.
Adjusted EBITDA is a non-GAAP financial measure used by certain
investors and management to measure the operational performance of
companies. Please refer to
Appendix C
of this release for reconciliations of Adjusted EBITDA to net
income, from continuing and discontinued operations, which are the
most directly comparable GAAP measures reflected in the Company’s
consolidated financial statements.
Net revenues
represents income (loss) from operations before vessel operating
expenses, time-charter hire expenses, depreciation and
amortization, general and administrative expenses, gain on sale and
write-down of assets, and restructuring charges. Since the amount
of voyage expenses the Company incurs for a particular charter
depends on the type of the charter, the Company includes these
costs in net revenues to improve the comparability between periods
of reported revenues that are generated by the different types of
charters and contracts. The Company principally uses net revenues,
a non-GAAP financial measure, because the Company believes it
provides more meaningful information about the deployment of the
Company's vessels and their performance than does income (loss)
from operations, the most directly comparable financial measure
under GAAP.
6
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Teekay Corporation
Summary Consolidated Statements of Income
(in thousands of U.S. dollars, except share and per share
data)
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Three Months Ended |
Nine Months Ended |
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September 30, |
June 30, |
September 30, |
September 30, |
September 30, |
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2022 |
2022 |
2021
(1)
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2022 |
2021
(1)
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(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
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Revenues |
303,199 |
280,786 |
148,323 |
796,705 |
486,015 |
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Voyage expenses |
(135,013) |
(126,980) |
(78,335) |
(363,615) |
(219,145) |
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Vessel operating expenses |
(59,579) |
(80,268) |
(66,957) |
(211,788) |
(222,618) |
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Time-charter hire expenses |
(7,236) |
(6,553) |
(2,870) |
(19,339) |
(10,279) |
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Depreciation and amortization |
(24,251) |
(25,243) |
(25,837) |
(74,574) |
(79,416) |
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General and administrative expenses |
(13,655) |
(14,143) |
(19,165) |
(43,881) |
(57,369) |
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Gain (loss) on sale and write-down of assets |
21,131 |
1,153 |
(697) |
21,863 |
(88,098) |
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Asset retirement obligation extinguishment gain |
— |
— |
— |
— |
32,950 |
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Restructuring charges
(2)
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(1,211) |
(1,960) |
— |
(7,768) |
(303) |
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Income (loss) from vessel operations |
83,385 |
26,792 |
(45,538) |
97,603 |
(158,263) |
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Interest expense |
(9,403) |
(9,413) |
(16,889) |
(28,818) |
(53,006) |
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Interest income |
1,753 |
723 |
40 |
2,773 |
113 |
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Realized and unrealized gains (losses) on non-designated derivative
instruments |
1,698 |
571 |
(282) |
4,236 |
(98) |
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Equity income (loss) |
221 |
(931) |
(873) |
(1,464) |
(2,061) |
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Loss on bond repurchases
(3)
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(86) |
(198) |
— |
(12,694) |
— |
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Income tax recovery (expense) and other – net |
3,288 |
534 |
(2,867) |
4,175 |
(5,850) |
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Net income (loss) from continuing operations |
80,856 |
18,078 |
(66,409) |
65,811 |
(219,165) |
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Income (loss) from discontinued operations
(4)
|
— |
— |
75,989 |
(20,276) |
232,645 |
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Net income |
80,856 |
18,078 |
9,580 |
45,535 |
13,480 |
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Net (income) loss attributable to non-controlling interests
(4)
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(47,723) |
(12,796) |
(12,493) |
(6,232) |
11,714 |
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Net income (loss) attributable to the shareholders of Teekay
Corporation |
33,133 |
5,282 |
(2,913) |
39,303 |
25,194 |
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Amounts attributable to the shareholders of Teekay
Corporation |
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Income (loss) from continuing operations |
80,856 |
18,078 |
(66,409) |
65,811 |
(219,165) |
|
Net (income) loss attributable to non-controlling interests,
continuing operations |
(47,723) |
(12,796) |
32,178 |
(68,160) |
149,469 |
|
Net income (loss) attributable to the shareholders of Teekay
Corporation, continuing operations |
33,133 |
5,282 |
(34,231) |
(2,349) |
(69,696) |
|
Income (loss) from discontinued operations |
— |
— |
75,989 |
(20,276) |
232,645 |
|
Net (income) loss attributable to non-controlling interests,
discontinued operations
(4)
|
— |
— |
(44,671) |
61,928 |
(137,755) |
|
Net income attributable to the shareholders of Teekay
Corporation, |
|
|
|
|
|
|
discontinued operations |
— |
— |
31,318 |
41,652 |
94,890 |
|
Net income (loss) attributable to the shareholders of Teekay
Corporation |
33,133 |
5,282 |
(2,913) |
39,303 |
25,194 |
|
Earnings (loss) per common share(5)
of Teekay Corporation, continuing operations - Basic and
diluted
|
0.32 |
0.05 |
(0.33) |
(0.02) |
(0.68) |
|
|
|
|
|
|
|
Earnings per common share(5)
of Teekay Corporation, discontinued operations - Basic and
diluted
|
— |
— |
0.31 |
0.41 |
0.93 |
|
Earnings (loss) per common share(5)
of Teekay Corporation -
Basic and diluted
|
0.32 |
0.05 |
(0.03) |
0.38 |
0.25 |
7
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
(1)The
presentation of certain information in these consolidated financial
statements reflects the Teekay Gas Business as a discontinued
operation of the Company, and historical comparative periods
presented have been recast as a result.
(2)The
three months ended September 30 and June 30, 2022 and nine months
ended September 30, 2022, includes restructuring charges of $1.2
million, $1.2 million and $6.2 million, respectively, related to
the reorganization and realignment of the Company's shared service
functions following the sale of the Teekay Gas Business including
costs associated with the separation of information technology
systems, of which $2.4 million was recovered from Seapeak and was
recorded as part of revenues on the consolidated statements of
income. The three months ended June 30, 2022 and nine months ended
September 30, 2022 also includes restructuring charges of $0.8
million and $1.6 million related to the end of operation for
the
Sevan Hummingbird
FPSO.
(3)Loss
on bond repurchases for the three months ended September 30, 2022
and June 30, 2022 and nine months ended September 30, 2022 includes
a $9.2 million loss on repurchase of Teekay Parent’s 9.25% Senior
Secured Notes due in November 2022 (2022
Notes)
in full and a $3.5 million loss on repurchases of Teekay Parent's
5% Convertible Notes due in January 2023 (Convertible
Notes).
(4)Income
(loss) from discontinued operations for the nine months ended
September 30, 2022 includes a $58.7 million loss on
deconsolidation of the Teekay Gas Business. Net (income) loss
attributable to non-controlling interests, discontinued operations
for the nine months ended September 30, 2022 includes the
realization of a deferred gain of $84.8 million relating to the
intercompany sale of certain vessels from Teekay to the Teekay Gas
Business in previous years, which is recognized upon the sale of
the Teekay Gas Business. Together, these items resulted in a net
gain of $26.2 million related to the deconsolidation of the Teekay
Gas Business.
(5)Includes
common shares related to non-forfeitable stock-based
compensation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
Nine Months Ended |
|
|
September 30, |
June 30, |
September 30, |
September 30, |
September 30, |
|
|
2022 |
2022 |
2021 |
2022 |
2021 |
|
|
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
(unaudited) |
|
Weighted-average number of common shares outstanding |
|
|
|
|
|
|
- Basic |
102,608,910 |
|
102,498,138 |
|
102,307,273 |
|
102,485,688 |
|
102,090,921 |
|
|
- Diluted |
104,712,406 |
|
104,651,667 |
|
102,307,273 |
|
102,485,688 |
|
102,090,921 |
|
|
Number of outstanding shares of common stock at end of
period |
100,401,365 |
|
101,872,208 |
|
101,571,806 |
|
100,401,365 |
|
101,571,806 |
|
8
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Teekay Corporation
Summary Consolidated Balance Sheets
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at September 30, |
As at June 30, |
As at December 31, |
|
|
2022 |
2022 |
2021 |
|
|
(unaudited) |
(unaudited) |
(unaudited) |
|
ASSETS |
|
|
|
|
Cash and cash equivalents - Teekay Parent |
104,802 |
77,349 |
58,405 |
|
Cash and cash equivalents - Teekay Tankers |
78,008 |
66,266 |
50,572 |
|
Short-term investments - Teekay Parent
(1)
|
245,000 |
220,000 |
— |
|
Assets held for sale |
— |
17,913 |
43,543 |
|
Accounts receivable and other current assets |
192,857 |
184,923 |
118,474 |
|
Bunker and lube oil inventory |
66,173 |
84,710 |
49,033 |
|
Current assets - discontinued operations |
— |
— |
4,804,439 |
|
Restricted cash - Teekay Parent |
— |
— |
6 |
|
Restricted cash - Teekay Tankers |
5,865 |
5,638 |
5,356 |
|
|
|
|
|
Vessels and equipment |
1,269,985 |
1,281,955 |
1,336,998 |
|
Operating lease right-of-use assets |
16,063 |
8,701 |
14,257 |
|
Net investment in direct financing
and sales-type leases
|
1,759 |
12,009 |
12,009 |
|
Net investment in and loans to equity-accounted
investment |
14,490 |
14,269 |
12,954 |
|
Other non-current assets |
26,227 |
21,947 |
25,936 |
|
|
|
|
|
Total Assets |
2,021,229 |
1,995,680 |
6,531,982 |
|
LIABILITIES AND EQUITY |
|
|
|
|
Accounts payable and other current liabilities |
119,929 |
149,117 |
144,144 |
|
Current liabilities - discontinued operations |
— |
— |
2,877,629 |
|
Short-term debt - Teekay Tankers |
— |
15,000 |
25,000 |
|
Current portion of long-term debt - Teekay Parent
(2)
|
21,184 |
21,509 |
239,806 |
|
Current portion of long-term debt - Teekay Tankers |
82,307 |
70,738 |
42,532 |
|
Long-term debt - Teekay Parent
(2)
|
— |
— |
111,383 |
|
Long-term debt - Teekay Tankers |
487,775 |
538,314 |
572,240 |
|
Operating lease liabilities |
16,802 |
9,613 |
14,257 |
|
Other long-term liabilities |
61,279 |
60,026 |
72,508 |
|
Equity: |
|
|
|
|
Non-controlling interests |
640,043 |
567,309 |
1,917,433 |
|
Shareholders of Teekay |
591,910 |
564,054 |
515,050 |
|
Total Liabilities and Equity |
2,021,229 |
1,995,680 |
6,531,982 |
|
|
|
|
|
|
|
Net (cash) debt - Teekay Parent
(3)
|
(328,618) |
(275,840) |
292,778 |
|
Net debt - Teekay Tankers
(3)
|
486,209 |
552,148 |
583,844 |
(1)Short-term
investments - Teekay Parent includes various bank term deposits
with initial maturity dates of more than three months but less than
one year from the origination date.
(2)As
at September 30, 2022, approximately $21.2 million aggregate
principal amount of the Convertible Notes due in January 2023
remained outstanding.
(3)Net
debt (cash) is a non-GAAP financial measure and represents
short-term debt, current portion of long-term debt and long-term
debt, less cash and cash equivalents, and, if applicable,
restricted cash and short-term investments.
9
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Teekay Corporation
Summary Consolidated Statements of Cash Flows
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
|
September 30, |
|
|
2022 |
2021
(1)
|
|
|
(unaudited) |
(unaudited) |
|
Cash, cash equivalents and restricted cash provided by (used
for) |
|
|
|
OPERATING ACTIVITIES |
|
|
|
Net income |
45,535 |
13,480 |
|
Less: loss (income) from discontinued operations |
20,276 |
(232,645) |
|
Income (loss) from continuing operations |
65,811 |
(219,165) |
|
Non-cash and non-operating items: |
|
|
|
Depreciation and amortization |
74,574 |
79,416 |
|
(Gain) loss on sale and write-down of
assets |
(21,863) |
88,098 |
|
Asset retirement obligation extinguishment
gain |
— |
(32,950) |
|
Other |
13,802 |
11,503 |
|
|
|
|
Receipts from sales-type lease |
11,854 |
— |
|
Change in other operating assets and liabilities |
(104,560) |
(10,216) |
|
Asset retirement obligation expenditures |
— |
(1,419) |
|
Expenditures for dry docking |
(11,204) |
(23,313) |
|
Net operating cash flow - continuing operations |
28,414 |
(108,046) |
|
Net operating cash flow - discontinued operations |
26,866 |
154,497 |
|
Net operating cash flow |
55,280 |
46,451 |
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
Proceeds from long-term debt |
— |
221,167 |
|
Prepayments of long-term debt |
(592,221) |
(80,000) |
|
Scheduled repayments of long-term debt |
(56,914) |
(8,422) |
|
Proceeds from short-term debt |
134,000 |
35,000 |
|
Prepayments of short-term debt |
(159,000) |
(25,000) |
|
Proceeds from financings related to sales and leaseback of vessels,
net of issuance costs |
288,108 |
72,065 |
|
Prepayment of obligation related to finance leases |
— |
(184,115) |
|
Scheduled repayments of obligations related to finance
leases |
(35,448) |
(16,313) |
|
Sale of Teekay Tankers common shares |
22,809 |
— |
|
Purchase of Teekay Tankers common shares |
(5,269) |
— |
|
Repurchase of common shares |
(5,305) |
— |
|
Other financing activities |
(784) |
(1,041) |
|
Net financing cash flow - continuing operations |
(410,024) |
13,341 |
|
Net financing cash flow - discontinued operations |
— |
(194,057) |
|
Net financing cash flow |
(410,024) |
(180,716) |
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
Expenditures for vessels and equipment |
(11,511) |
(15,168) |
|
Purchase of short-term investments |
(245,000) |
— |
|
Proceeds from sale of vessels and equipment |
82,621 |
44,675 |
|
(Advance to) repayment from equity-accounted joint
venture |
(3,000) |
1,500 |
|
Proceeds from the sale of the Teekay Gas Business, net of cash
sold |
454,789 |
— |
|
Net investing cash flow - continuing operations |
277,899 |
31,007 |
|
Net investing cash flow - discontinued operations |
— |
(15,008) |
|
Net investing cash flow |
277,899 |
15,999 |
|
Decrease in cash, cash equivalents and restricted cash |
(76,845) |
(118,266) |
|
Cash, cash equivalents and restricted cash, beginning of the
period |
265,520 |
405,890 |
|
Cash, cash equivalents and restricted cash, end of the
period |
188,675 |
287,624 |
(1)Comparative
balances relating to the nine months ended September 30, 2021 have
been recast.
Refer to footnote (1) of the
Summary
Consolidated Statements of Income
10
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Teekay Corporation
Appendix A - Reconciliation of Non-GAAP Financial
Measures
Adjusted Net Income Attributable to Shareholders of
Teekay
(in thousands
of U.S. dollars, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
Nine Months Ended |
|
|
|
September 30, |
June 30, |
September 30, |
|
|
|
2022 |
2022 |
2022 |
|
|
|
(unaudited) |
(unaudited) |
(unaudited) |
|
|
|
|
$ Per |
|
$ Per |
|
$ Per |
|
|
|
$ |
Share(1)
|
$ |
Share(1)
|
$ |
Share(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income – GAAP basis |
80,856 |
|
18,078 |
|
45,535 |
|
|
Adjust for: Net income attributable to |
|
|
|
|
|
|
|
non-controlling interests |
(47,723) |
|
(12,796) |
|
(6,232) |
|
|
Net income attributable to |
|
|
|
|
|
|
|
|
shareholders of Teekay |
33,133 |
0.32 |
5,282 |
0.05 |
39,303 |
0.38 |
|
(Subtract) add specific items affecting net income
(loss) |
|
|
|
|
|
|
|
|
Unrealized gains from derivative instruments |
(1,126) |
(0.01) |
(576) |
(0.01) |
(3,842) |
(0.04) |
|
|
FPSO decommissioning costs, net of recoveries |
(2,750) |
(0.03) |
5,970 |
0.06 |
4,832 |
0.05 |
|
|
Gain on sale of assets
|
(21,131) |
(0.21) |
(1,153) |
(0.01) |
(21,863) |
(0.21) |
|
|
Restructuring charges, net of recoveries |
1,000 |
0.01 |
1,960 |
0.02 |
5,169 |
0.05 |
|
|
Items relating to discontinued operations(2)
|
— |
— |
— |
— |
36,594 |
0.36 |
|
|
Loss on bond repurchases and other(3)
|
(927) |
(0.01) |
(1,137) |
(0.01) |
12,255 |
0.12 |
|
|
Non-controlling interests’ share of items above(4)
|
7,113 |
0.07 |
(4,840) |
(0.05) |
(52,158) |
(0.51) |
|
Total adjustments |
(17,821) |
(0.17) |
224 |
— |
(19,013) |
(0.19) |
|
Adjusted net income attributable to |
|
|
|
|
|
|
|
|
shareholders of Teekay |
15,312 |
0.15 |
5,506 |
0.05 |
20,290 |
0.20 |
(1)Basic
per share amounts.
(2)Primarily
relates to items presented in loss from discontinued operations on
the consolidated statements of income, including unrealized gains
on derivative instruments. Also includes the loss on
deconsolidation of $58.9 million in the nine months ended September
30, 2022.
(3)Includes
a loss on the repurchase of the 2022 Notes in full and a loss on
repurchases of the Convertible Notes. Refer to footnote (3) of
the
Summary
Consolidated Statements of Income.
Also includes foreign currency exchange gains.
(4)Items
affecting net income include items from the Company’s consolidated
non-wholly-owned subsidiaries. The specific items affecting net
income are analyzed to determine whether any of the amounts
originated from a consolidated non-wholly-owned subsidiary. Each
amount that originates from a consolidated non-wholly-owned
subsidiary is multiplied by the non-controlling interests’
percentage share in this subsidiary to determine the
non-controlling interests’ share of the amount. The amount
identified as “Non-controlling interests’ share of items above” in
the table above is the cumulative amount of the non-controlling
interests’ proportionate share of items listed in the
table.
11
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Teekay Corporation
Appendix A - Reconciliation of Non-GAAP Financial
Measures
Adjusted Net Income Attributable to Shareholders of
Teekay
(in thousands of U.S. dollars, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
Nine Months Ended |
|
|
|
September 30, |
September 30, |
|
|
|
2021 |
2021 |
|
|
|
(unaudited) |
(unaudited) |
|
|
|
|
$ Per |
|
$ Per |
|
|
|
$ |
Share(1)
|
$ |
Share(1)
|
|
|
|
|
|
|
|
|
|
|
|
Net income – GAAP basis |
9,580 |
|
13,480 |
|
|
Adjust for: Net (income) loss attributable to |
|
|
|
|
|
non-controlling interests |
(12,493) |
|
11,714 |
|
|
Net (loss) income attributable to |
|
|
|
|
|
|
shareholders of Teekay |
(2,913) |
(0.03) |
25,194 |
0.25 |
|
(Subtract) add specific items affecting net income
(loss) |
|
|
|
|
|
|
Unrealized gains from derivative instruments |
(395) |
— |
(1,514) |
(0.01) |
|
|
FPSO decommissioning costs, net of recoveries |
475 |
— |
7,639 |
0.07 |
|
|
Write-down of assets
|
697 |
— |
88,098 |
0.86 |
|
|
Asset retirement obligation extinguishment gain(2)
|
— |
— |
(32,950) |
(0.32) |
|
|
Restructuring charges, net of recoveries |
— |
— |
303 |
— |
|
|
Items relating to discontinued operations(3)
|
(12,312) |
(0.12) |
(35,241) |
(0.35) |
|
|
Other |
3,414 |
0.03 |
7,050 |
0.07 |
|
|
Non-controlling interests’ share of items above(4)
|
11,129 |
0.11 |
(47,134) |
(0.46) |
|
Total adjustments |
3,008 |
0.03 |
(13,749) |
(0.13) |
|
Adjusted net income attributable to |
|
|
|
|
|
|
shareholders of Teekay |
95 |
— |
11,445 |
0.11 |
(1)Basic
per share amounts.
(2)The
nine months ended September 30, 2021 includes the derecognition of
the asset retirement obligation (or
ARO)
liability relating to the
Petrojarl Banff
FPSO unit as a result of the fulfillment of decommissioning
obligations relating to the Banff field.
(3)Primarily
relates to items presented in income from discontinued operations
on the consolidated statements of income, including unrealized
gains on derivative instruments.
(4)Items
affecting net income include items from the Company’s consolidated
non-wholly-owned subsidiaries. The specific items affecting net
income are analyzed to determine whether any of the amounts
originated from a consolidated non-wholly-owned subsidiary. Each
amount that originates from a consolidated non-wholly-owned
subsidiary is multiplied by the non-controlling interests’
percentage share in this subsidiary to determine the
non-controlling interests’ share of the amount. The amount
identified as “Non-controlling interests’ share of items above” in
the table above is the cumulative amount of the non-controlling
interests’ proportionate share of items listed in the
table.
12
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Teekay Corporation
Appendix B - Supplemental Financial Information
Summary Statement of Income for the Three Months Ended
September 30, 2022
(in thousands of U.S. dollars)
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teekay |
Teekay |
Consolidation |
Total |
|
|
|
Tankers |
Parent |
Adjustments(1)
|
|
|
|
|
|
|
|
|
|
Revenues
|
279,386 |
23,813 |
— |
303,199 |
|
|
|
|
|
|
|
|
Voyage expenses
|
(135,013) |
— |
— |
(135,013) |
|
Vessel operating expenses
|
(35,983) |
(23,638) |
42 |
(59,579) |
|
Time-charter hire expense
|
(7,236) |
— |
— |
(7,236) |
|
Depreciation and amortization
|
(24,251) |
— |
— |
(24,251) |
|
General and administrative expenses |
(9,687) |
(3,926) |
(42) |
(13,655) |
|
Gain on sale of assets |
8,156 |
12,975 |
— |
21,131 |
|
Restructuring charges |
— |
(1,211) |
— |
(1,211) |
|
|
|
|
|
|
|
|
Income from vessel operations |
75,372 |
8,013 |
— |
83,385 |
|
|
|
|
|
|
|
Interest expense
|
(9,024) |
(379) |
— |
(9,403) |
|
Interest income
|
216 |
1,537 |
— |
1,753 |
|
Realized and unrealized gain on |
|
|
|
|
|
|
non-designated derivative instruments |
1,698 |
— |
— |
1,698 |
|
Equity income |
221 |
— |
— |
221 |
|
Equity in income of subsidiaries
(2)
|
— |
20,330 |
(20,330) |
— |
|
Income tax expense |
(1,270) |
(247) |
— |
(1,517) |
|
Loss on bond repurchases |
— |
(86) |
— |
(86) |
|
Other - net |
840 |
3,965 |
— |
4,805 |
|
Net income from continuing |
|
|
|
|
|
operations |
68,053 |
33,133 |
(20,330) |
80,856 |
|
|
|
|
|
|
Net income attributable to |
|
|
|
|
|
|
non-controlling interests
(3)
|
— |
— |
(47,723) |
(47,723) |
|
Net income attributable |
|
|
|
|
|
|
to shareholders/unitholders |
|
|
|
|
|
|
of publicly-listed entities |
68,053 |
33,133 |
(68,053) |
33,133 |
(1)Consolidation
Adjustments column includes adjustments which eliminate
transactions between Teekay Tankers and Teekay Parent.
(2)Teekay
Corporation’s proportionate share of the net income of its
publicly-traded subsidiary, Teekay Tankers.
(3)Net
income attributable to non-controlling interests represents the
public’s share of the net income of Teekay’s publicly-traded
subsidiary.
13
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Teekay Corporation
Appendix C - Reconciliation of Non-GAAP Financial
Measures
Adjusted EBITDA
(in thousands of U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
September 30, |
June 30, |
September 30, |
|
|
|
2022 |
2022 |
2021 |
|
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|
Net income |
80,856 |
18,078 |
9,580 |
|
Depreciation and amortization |
24,251 |
25,243 |
25,837 |
|
Interest expense, net of interest income |
7,650 |
8,690 |
16,849 |
|
Income tax expense (recovery) |
1,517 |
(585) |
(816) |
|
EBITDA |
114,274 |
51,426 |
51,450 |
|
Specific income statement items affecting EBITDA: |
|
|
|
|
|
(Gain) loss on sale and write-down of assets
|
(21,131) |
(1,153) |
697 |
|
|
Realized and unrealized (gains) losses on derivative
instruments |
(1,698) |
(571) |
282 |
|
|
Realized gains (losses) from the settlements of
non-designated
derivative instruments
|
380 |
(38) |
(359) |
|
|
Equity (income) loss |
(221) |
931 |
873 |
|
|
Loss on bond repurchases |
86 |
198 |
— |
|
|
Other - net |
(4,805) |
51 |
3,683 |
|
|
Items relating to income from discontinued
operations(1)
|
— |
— |
25,350 |
|
Adjusted EBITDA |
86,885 |
50,844 |
81,976 |
(1)Includes
amounts presented in income from discontinued operations on the
consolidated statements of income.
14
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
Forward Looking Statements
This release contains forward-looking statements within the meaning
of Section 27A of the U.S. Securities Act of 1933, as amended, and
Section 21E of the U.S. Securities Exchange Act of 1934, as
amended. All statements included in this report, other than
statements of historical fact, are forward-looking statements. When
used in this report, the words “expect,” “believe,” “anticipate,”
“plan,” “intend,” “estimate,” “may,” “will” or similar words are
intended to identify forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements and any such forward-looking statements are qualified in
their entirety by reference to the following cautionary statements.
All forward-looking statements speak only as of the date hereof and
are based on current expectations and involve a number of
assumptions, risks and uncertainties that could cause actual
results to differ materially from such forward-looking statements.
Forward-looking statements contained in this release include, among
others, statements regarding: management’s expectations regarding
positive tanker market fundamentals; Teekay Tankers' ability to
utilize its operating leverage to benefit from a strengthened
tanker market; Teekay Parent's ability to utilize its relative
financial position to pursue future investment opportunities and
create long-term shareholder value; Teekay Parent’s expectations
regarding the amounts and settlements of recycling, decommissioning
and/or other asset retirement obligations, as the case may be,
related to the
Petrojarl Foinaven
and
Sevan Hummingbird
FPSOs; the adequacy of the combined contractual lump sum payment
and sale proceeds respectively received for these FPSO units to
offset any such obligations; the future unencumbered status of four
Teekay Tankers vessels following repayment of one of its credit
facilities; the continuing impact of COVID-19 (including new
variants thereof) on the Company’s business and tanker and oil
market fundamentals; the impact of the invasion of Ukraine by
Russia on the economy, our industry and our business, including as
a result of sanctions on Russian and Belarusian companies and
individuals; and the anticipated impact of altered trade patterns,
increased global oil and tanker demand compared to forecasted
worldwide tanker fleet growth on tanker rates.
The following factors are among those that could cause actual
results to differ materially from the forward-looking statements,
which involve risks and uncertainties, and that should be
considered in evaluating any such statement: the availability to
Teekay of appropriate future growth opportunities and Teekay’s
financial or other ability to pursue such opportunities; changes in
the demand for oil and refined products; changes in trading
patterns significantly affecting overall vessel tonnage
requirements; greater or less than anticipated levels of vessel
newbuilding orders and deliveries and greater or less than
anticipated rates of vessel scrapping; changes in global oil prices
or tanker rates; OPEC+ and non-OPEC+ production and supply levels;
the duration and extent of the COVID-19 pandemic, including any
variants of the virus, and any resulting effects on the markets in
which the Company operates; the impact of the pandemic on the
Company’s ability to maintain safe and efficient operations; issues
with vessel operations; higher than expected costs and expenses,
off-hire days or dry-docking requirements (both scheduled and
unscheduled); higher than expected costs and/or delays associated
with the decommissioning and recycling of the
Petrojarl Foinaven
FPSO; changes in applicable industry laws and regulations and the
timing of implementation of new laws and regulations, including IMO
2030; the potential for early termination of long-term contracts of
existing vessels or related to services; Russia’s invasion of
Ukraine and related sanctions; the impact of geopolitical tensions
and changes in global economic conditions; and other factors
discussed in Teekay’s filings from time to time with the SEC,
including its Annual Report on Form 20-F for the fiscal year ended
December 31, 2021. Teekay expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained herein to reflect any change
in Teekay’s expectations with respect thereto or any change in
events, conditions or circumstances on which any such statement is
based.
15
Teekay Corporation
Investor Relations Tel: +1 604 609 2963 www.teekay.com
4th
Floor, Belvedere Building, 69 Pitts Bay Road, Hamilton, HM 08,
Bermuda
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