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 under
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 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 office)
_________________________
|
|
|
Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
|
Form 20-F ý Form
40-F ¨
|
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).
|
Yes ¨ No
ý
|
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).
|
Yes ¨ No
ý
|
TEEKAY CORPORATION AND SUBSIDIARIES
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2022
INDEX
ITEM 1 – FINANCIAL STATEMENTS
TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (note
21)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
(in thousands of U.S. Dollars, except share and per share
amounts) |
2022 |
|
2021 |
|
2022 |
|
2021 |
$ |
|
$ |
|
$ |
|
$ |
Revenues (note
3)
|
303,199 |
|
148,323 |
|
796,705 |
|
486,015 |
Voyage expenses |
(135,013) |
|
(78,335) |
|
(363,615) |
|
(219,145) |
Vessel operating expenses |
(59,579) |
|
(66,957) |
|
(211,788) |
|
(222,618) |
Time-charter hire expenses (note
5)
|
(7,236) |
|
(2,870) |
|
(19,339) |
|
(10,279) |
Depreciation and amortization |
(24,251) |
|
(25,837) |
|
(74,574) |
|
(79,416) |
General and administrative expenses |
(13,655) |
|
(19,165) |
|
(43,881) |
|
(57,369) |
Gain on sale and (write-down) of assets (note
13)
|
21,131 |
|
(697) |
|
21,863 |
|
(88,098) |
Asset retirement obligation extinguishment gain
(note
7)
|
— |
|
— |
|
— |
|
32,950 |
|
|
|
|
|
|
|
|
Restructuring charges (note
16)
|
(1,211) |
|
— |
|
(7,768) |
|
(303) |
Income (loss) from vessel operations |
83,385 |
|
(45,538) |
|
97,603 |
|
(158,263) |
Interest expense |
(9,403) |
|
(16,889) |
|
(28,818) |
|
(53,006) |
Interest income |
1,753 |
|
40 |
|
2,773 |
|
113 |
Realized and unrealized gains (losses) on non-designated derivative
instruments
(note
10)
|
1,698 |
|
(282) |
|
4,236 |
|
(98) |
Equity income (loss) |
221 |
|
(873) |
|
(1,464) |
|
(2,061) |
|
|
|
|
|
|
|
|
Loss on bond repurchases (note
9)
|
(86) |
|
— |
|
(12,694) |
|
— |
Other - net (note
7)
|
4,805 |
|
(3,683) |
|
4,471 |
|
(9,253) |
Income (loss) from continuing operations before income
taxes |
82,373 |
|
(67,225) |
|
66,107 |
|
(222,568) |
Income tax (expense) recovery (note
12)
|
(1,517) |
|
816 |
|
(296) |
|
3,403 |
Income (loss) from continuing operations |
80,856 |
|
(66,409) |
|
65,811 |
|
(219,165) |
Income (loss) from discontinued operations (note
21)
|
— |
|
75,989 |
|
(20,276) |
|
232,645 |
Net income |
80,856 |
|
9,580 |
|
45,535 |
|
13,480 |
Net (income) loss attributable to non-controlling interests
(note
21)
|
(47,723) |
|
(12,493) |
|
(6,232) |
|
11,714 |
Net income (loss) attributable to the shareholders of
Teekay
Corporation
|
33,133 |
|
(2,913) |
|
39,303 |
|
25,194 |
Amounts attributable to the shareholders of Teekay
Corporation |
|
|
|
|
|
Income (loss) from continuing operations |
80,856 |
|
(66,409) |
|
65,811 |
|
(219,165) |
Net (income) loss attributable to non-controlling
interests,
continuing operations
|
(47,723) |
|
32,178 |
|
(68,160) |
|
149,469 |
Net income (loss) attributable to the shareholders of
Teekay
Corporation, continuing operations
|
33,133 |
|
(34,231) |
|
(2,349) |
|
(69,696) |
Income (loss) from discontinued operations (note
21)
|
— |
|
75,989 |
|
(20,276) |
|
232,645 |
Net (income) loss attributable to non-controlling
interests,
discontinued operations (note
21)
|
— |
|
(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 |
|
(2,913) |
|
39,303 |
|
25,194 |
|
|
|
|
|
|
|
|
Per common share attributable to the shareholders of Teekay
Corporation (note
19)
|
|
|
|
|
• Basic and diluted income (loss) from continuing
operations
attributable to
shareholders of Teekay Corporation |
0.32 |
|
(0.33) |
|
(0.02) |
|
(0.68) |
|
|
|
|
|
|
|
|
• Basic and diluted income from discontinued
operations
attributable to shareholders of Teekay Corporation
|
— |
|
0.31 |
|
0.41 |
|
0.93 |
• Basic and diluted income (loss) |
0.32 |
|
(0.03) |
|
0.38 |
|
0.25 |
Weighted average number of common shares outstanding
(note 19)
|
|
|
|
|
• Basic |
102,608,910 |
|
102,307,273 |
|
102,485,688 |
|
102,090,921 |
• Diluted |
104,712,406 |
|
102,307,273 |
|
102,485,688 |
|
102,090,921 |
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME
(in thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
Net income |
80,856 |
|
9,580 |
|
45,535 |
|
13,480 |
Other comprehensive income: |
|
|
|
|
|
|
|
Other comprehensive income (loss) before
reclassifications |
|
|
|
|
|
|
|
Unrealized gain on qualifying cash flow hedging
instruments
- discontinued operations
|
— |
|
2,942 |
|
— |
|
24,000 |
Pension adjustments, net of taxes |
41 |
|
(120) |
|
145 |
|
(390) |
Amounts reclassified from accumulated other
comprehensive
income
|
|
|
|
|
|
|
|
Realized loss on qualifying cash flow hedging instruments
-
discontinued operations
|
— |
|
5,936 |
|
686 |
|
17,654 |
|
|
|
|
|
|
|
|
Other comprehensive income |
41 |
|
8,758 |
|
831 |
|
41,264 |
Comprehensive income |
80,897 |
|
18,338 |
|
46,366 |
|
54,744 |
Comprehensive (income) attributable to non-controlling
interests |
(47,723) |
|
(17,742) |
|
(6,640) |
|
(12,932) |
Comprehensive income attributable to shareholders of Teekay
Corporation |
33,174 |
|
596 |
|
39,726 |
|
41,812 |
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS (note
21)
(in thousands of U.S. Dollars, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
As at September 30,
2022 |
|
As at December 31, 2021 |
|
$ |
|
$ |
ASSETS |
|
|
|
Current |
|
|
|
Cash and cash equivalents (notes
9 and 20)
|
182,810 |
|
108,977 |
Short-term investments (note
1)
|
245,000 |
|
— |
Restricted cash – current (note
20)
|
2,730 |
|
2,227 |
Accounts receivable, including non-trade of $1,635 (2021 –
$1,385) |
96,593 |
|
59,951 |
Accrued revenue |
79,425 |
|
44,503 |
Bunker and lube oil inventory |
66,173 |
|
49,033 |
Prepaid expenses and other |
16,839 |
|
14,020 |
Current portion of net investments in sales-type lease, net
(note
3)
|
1,759 |
|
12,009 |
Assets held for sale (note
13)
|
— |
|
43,543 |
|
|
|
|
Current assets - discontinued operations (note
21)
|
— |
|
4,804,439 |
Total current assets |
691,329 |
|
5,138,702 |
Restricted cash – non-current (note
20)
|
3,135 |
|
3,135 |
Vessels and equipment
|
|
|
|
At cost, less accumulated depreciation of $167,200 (2021 –
$271,900) (notes
9 and 13)
|
434,858 |
|
925,249 |
Vessels related to finance leases, at cost, less accumulated
amortization of $274,200 (2021 – $112,900)
(note 5)
|
835,127 |
|
411,749 |
Operating lease right-of-use assets (note
5)
|
16,063 |
|
14,257 |
Total vessels and equipment |
1,286,048 |
|
1,351,255 |
|
|
|
|
Investment in and loans, net to equity-accounted
investment |
14,490 |
|
12,954 |
Goodwill, intangibles and other non-current assets |
26,227 |
|
25,936 |
Total assets |
2,021,229 |
|
6,531,982 |
LIABILITIES AND EQUITY |
|
|
|
Current |
|
|
|
Accounts payable |
37,748 |
|
41,081 |
Accrued liabilities and other (note
7)
|
82,181 |
|
103,063 |
Short-term debt (note
8)
|
— |
|
25,000 |
Current portion of long-term debt
(note 9)
|
43,561 |
|
255,306 |
Current obligations related to finance leases (note
5)
|
59,930 |
|
27,032 |
Current portion of operating lease liabilities (note
5)
|
12,394 |
|
9,389 |
Current liabilities - discontinued operations (note
21)
|
— |
|
2,877,629 |
Total current liabilities |
235,814 |
|
3,338,500 |
Long-term debt (note
9)
|
— |
|
416,174 |
Long-term obligations related to finance leases
(note
5)
|
487,775 |
|
267,449 |
Long-term operating lease liabilities (note
5)
|
4,408 |
|
4,868 |
Other long-term liabilities
(note 7)
|
61,279 |
|
72,508 |
Total liabilities |
789,276 |
|
4,099,499 |
Commitments and contingencies
(notes 5, 8, 9, 10 and 11)
|
|
|
|
Equity |
|
|
|
Common stock and additional paid-in capital ($0.001 par value;
725,000,000 shares authorized; 100,401,365 shares outstanding and
101,872,208 shares issued (2021 – 101,571,141 shares outstanding
and issued)) (note
18)
|
1,041,696 |
|
1,053,802 |
Accumulated deficit |
(446,940) |
|
(513,242) |
Non-controlling interest |
640,043 |
|
1,917,433 |
Accumulated other comprehensive loss (note
17)
|
(2,846) |
|
(25,510) |
Total equity |
1,231,953 |
|
2,432,483 |
Total liabilities and equity |
2,021,229 |
|
6,531,982 |
Subsequent
events (note 22)
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
$ |
|
$ |
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) on sale and write-down of assets (note
13)
|
(21,863) |
|
88,098 |
Asset retirement obligation extinguishment gain
(note
7)
|
— |
|
(32,950) |
|
|
|
|
Loss on bond repurchases (note
9)
|
12,694 |
|
— |
Other |
1,108 |
|
11,503 |
Change in operating assets and liabilities: |
|
|
|
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 issuance of 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 financing related to sales
and
leaseback of vessels, net of issuance costs
|
288,108 |
|
72,065 |
Prepayment of obligations related to finance leases |
— |
|
(184,115) |
Scheduled repayments of obligations related to finance
leases |
(35,448) |
|
(16,313) |
Sale of Teekay Tankers common shares
(note 15)
|
22,809 |
|
— |
Purchase of Teekay Tankers common shares (note
15)
|
(5,269) |
|
— |
Repurchase of common shares
(note 18)
|
(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 (note
1)
|
(245,000) |
|
— |
Proceeds from sale of vessels and equipment (note
13)
|
82,621 |
|
44,675 |
Proceeds from the sale of the Teekay Gas Business, net of cash sold
($178.0 million) (note
21)
|
454,789 |
|
— |
(Advances to) repayments from equity-accounted joint
ventures |
(3,000) |
|
1,500 |
|
|
|
|
|
|
|
|
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 |
Supplemental cash flow information (note
20)
|
|
|
|
The
accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL
EQUITY
(in thousands of U.S. Dollars, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
Thousands
of Shares
of Common
Stock
Outstanding
# |
|
Common
Stock and
Additional
Paid-in
Capital
$ |
|
Accumulated
Deficit
$ |
|
Accumulated
Other
Compre-
hensive
Loss
$ |
|
Non-
controlling
Interests
$ |
|
Total
$ |
Balance as at December 31, 2021 |
101,571 |
|
1,053,802 |
|
(513,242) |
|
(25,510) |
|
1,917,433 |
|
2,432,483 |
Net income (loss) |
— |
|
— |
|
888 |
|
— |
|
(54,287) |
|
(53,399) |
Other comprehensive income |
— |
|
— |
|
— |
|
334 |
|
408 |
|
742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock compensation
|
122 |
|
258 |
|
— |
|
— |
|
— |
|
258 |
|
|
|
|
|
|
|
|
|
|
|
|
Impact of deconsolidation of
the Teekay Gas Business (note
21)
|
— |
|
— |
|
— |
|
22,241 |
|
(1,284,889) |
|
(1,262,648) |
Changes to non-controlling interest from equity contributions and
other
(note 15)
|
— |
|
— |
|
19,723 |
|
— |
|
(24,558) |
|
(4,835) |
Balance as at March 31, 2022 |
101,693 |
|
1,054,060 |
|
(492,631) |
|
(2,935) |
|
554,107 |
|
1,112,601 |
Net income |
— |
|
— |
|
5,282 |
|
— |
|
12,796 |
|
18,078 |
Other comprehensive income |
— |
|
— |
|
— |
|
48 |
|
— |
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee stock compensation
|
179 |
|
520 |
|
— |
|
— |
|
— |
|
520 |
Changes to non-controlling interest from equity contributions and
other
|
— |
|
— |
|
(290) |
|
— |
|
406 |
|
116 |
Balance as at June 30, 2022
|
101,872 |
|
1,054,580 |
|
(487,639) |
|
(2,887) |
|
567,309 |
|
1,131,363 |
Net income |
— |
|
— |
|
33,133 |
|
— |
|
47,723 |
|
80,856 |
Other comprehensive income |
— |
|
— |
|
— |
|
41 |
|
|
|
41 |
Employee stock compensation |
— |
|
1,120 |
|
— |
|
— |
|
— |
|
1,120 |
Repurchase of common shares
(note 18)
|
(1,471) |
|
(14,004) |
|
8,699 |
|
|
|
|
|
(5,305) |
Changes to non-controlling interest from equity contributions and
other
(note 15)
|
— |
|
— |
|
(1,133) |
|
— |
|
25,011 |
|
23,878 |
Balance as at September 30, 2022 |
100,401 |
|
1,041,696 |
|
(446,940) |
|
(2,846) |
|
640,043 |
|
1,231,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY CORPORATION AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL
EQUITY
(in thousands of U.S. Dollars, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY |
|
|
|
Thousands
of Shares
of Common
Stock
Outstanding
# |
|
Common
Stock and
Additional
Paid-in
Capital
$ |
|
Accumulated
Deficit
$ |
|
Accumulated
Other
Compre-
hensive
Loss
$ |
|
Non-
controlling
Interests
$ |
|
Total
$ |
|
|
Balance as at December 31, 2020 |
101,109 |
|
1,057,319 |
|
(527,028) |
|
(48,883) |
|
1,989,883 |
|
2,471,291 |
|
|
Net income |
— |
|
— |
|
29,951 |
|
— |
|
31,553 |
|
61,504 |
|
|
Other comprehensive income |
— |
|
— |
|
— |
|
17,860 |
|
25,806 |
|
43,666 |
|
|
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other dividends
|
— |
|
— |
|
— |
|
— |
|
(19,174) |
|
(19,174) |
|
|
Employee stock compensation
|
177 |
|
939 |
|
— |
|
— |
|
— |
|
939 |
|
|
Change in accounting policy
|
— |
|
(6,334) |
|
— |
|
— |
|
— |
|
(6,334) |
|
|
Changes to non-controlling interest from equity contributions and
other
|
— |
|
— |
|
(20) |
|
4 |
|
693 |
|
677 |
|
|
Balance as at March 31, 2021 |
101,286 |
|
1,051,924 |
|
(497,097) |
|
(31,019) |
|
2,028,761 |
|
2,552,569 |
|
|
Net loss |
— |
|
— |
|
(1,844) |
|
— |
|
(55,760) |
|
(57,604) |
|
|
Other comprehensive loss |
— |
|
— |
|
— |
|
(4,751) |
|
(6,409) |
|
(11,160) |
|
|
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other dividends
|
— |
|
— |
|
— |
|
— |
|
(23,759) |
|
(23,759) |
|
|
Employee stock compensation
|
144 |
|
976 |
|
— |
|
— |
|
— |
|
976 |
|
|
Changes to non-controlling interest from equity contributions and
other
|
— |
|
— |
|
144 |
|
6 |
|
1,202 |
|
1,352 |
|
|
Balance as at June 30, 2021 |
101,430 |
|
1,052,900 |
|
(498,797) |
|
(35,764) |
|
1,944,035 |
|
2,462,374 |
|
|
Net (loss) income |
— |
|
— |
|
(2,913) |
|
— |
|
12,493 |
|
9,580 |
|
|
Other comprehensive loss |
— |
|
— |
|
— |
|
3,509 |
|
5,249 |
|
8,758 |
|
|
Dividends declared:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other dividends
|
— |
|
— |
|
— |
|
— |
|
(21,348) |
|
(21,348) |
|
|
Employee stock compensation
|
142 |
|
159 |
|
— |
|
— |
|
— |
|
159 |
|
|
Changes to non-controlling interest from equity contributions and
other
|
— |
|
— |
|
(112) |
|
8 |
|
607 |
|
503 |
|
|
Balance as at September 30, 2021 |
101,572 |
|
1,053,059 |
|
(501,822) |
|
(32,247) |
|
1,941,036 |
|
2,460,026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
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|
|
|
|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
1.Basis
of Presentation
The unaudited interim consolidated financial statements (or
unaudited consolidated financial statements)
have been prepared in accordance with United States generally
accepted accounting principles (or
GAAP).
They include the accounts of Teekay Corporation (or
Teekay),
which is incorporated under the laws of the Republic of the
Marshall Islands, its wholly-owned or controlled subsidiaries and
any variable interest entities of which Teekay is the primary
beneficiary (collectively, the
Company).
Teekay's controlled subsidiaries include
Teekay Tankers Ltd. (NYSE: TNK)
(or
Teekay Tankers).
Teekay and its subsidiaries, other than Teekay Tankers, are
referred to herein as
Teekay Parent.
On October 4, 2021, Teekay LNG Partners L.P. (or
Teekay LNG Partners)
(now known as Seapeak LLC (or
Seapeak))
and Stonepeak, together with affiliates, entered into an agreement
and plan of merger pursuant to which Stonepeak would acquire Teekay
LNG Partners. In connection with the merger, the Company agreed to
sell its general partner interest in Teekay LNG Partners, all of
its common units in Teekay LNG Partners and certain subsidiaries
which collectively contained the shore-based management operations
of Teekay LNG Partners and certain of Teekay LNG Partners’ joint
ventures (collectively, the
Teekay Gas Business).
The transactions closed on January 13, 2022, which resulted in
Teekay deconsolidating the Teekay Gas Business for accounting
purposes on that date. The presentation of certain information from
prior periods in these unaudited consolidated financial statements
reflects that the Teekay Gas Business was a discontinued operation
of the Company as at December 31, 2021 (see Note 21 -
Deconsolidation of Teekay Gas Business and Discontinued Operations
for further information).
Certain information and footnote disclosures required by GAAP for
complete annual financial statements have been omitted from these
unaudited interim consolidated financial statements and, therefore,
these financial statements should be read in conjunction with the
Company’s audited consolidated financial statements for the year
ended December 31, 2021, included in the Company’s Annual
Report on Form 20-F, filed with the U.S. Securities and Exchange
Commission (or
SEC)
on April 6, 2022. In the opinion of management, these unaudited
interim consolidated financial statements reflect all normal
recurring adjustments necessary to present fairly, in all material
respects, the Company’s consolidated financial position, results of
operations, cash flows and changes in total equity for the interim
periods presented. The results of operations for the three and nine
months ended September 30, 2022, are not necessarily
indicative of those for a full fiscal year. Significant
intercompany balances and transactions have been eliminated upon
consolidation.
The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the amounts reported in the unaudited consolidated financial
statements and accompanying notes. Actual results could differ from
those estimates. It is possible that the amounts recorded as
derivative assets and liabilities could vary by material amounts
prior to their settlement.
During the nine months ended September 30, 2022, the Company
entered into various time deposits with a range of maturity dates
up to twelve months from the origination date. The time deposits
with initial maturity dates of more than three months, but less
than or equal to one year from the origination date are classified
as short-term investments on the unaudited consolidated balance
sheets. The Company classified these investments as
held-to-maturity investments, which are carried at amortized
cost.
2. Recent Accounting Pronouncements
In March 2020, the Financial Accounting Standards Board issued
Accounting Standards Update 2020-04 -
Reference Rate Reform
(Topic 848) Facilitation of the Effects of Reference Rate Reform on
Financial Reporting
(or
ASU 2020-04).
This update provides optional guidance for a limited period of time
to ease potential accounting impacts associated with transitioning
away from reference rates that are expected to be discontinued,
such as the London Interbank Offered Rate (or
LIBOR).
This update applies only to contracts, hedging relationships and
other transactions that reference LIBOR or another reference rate
expected to be discontinued. The Company adopted this update
effective January 1, 2022. The adoption of ASU 2020-04 did not have
any material effect on the Company's unaudited consolidated
financial statements and related disclosures.
3. Revenues
The Company’s primary source of revenue is chartering its vessels
and providing operational and maintenance marine services through
its Australian operations. The Company utilizes three primary forms
of contracts, consisting of time charter contracts, voyage charter
contracts and contracts for floating production storage and
offloading (or
FPSO)
units. As of October 2022, the Company has fully divested its
interests in its FPSO units and is expected to have completed all
remaining payments related to the decommissioning of these units
and recycling activities by the end of 2023. The Company also
generates revenue from the management and operation of vessels
owned by third parties. For a description of these contracts, see
"Item 18 – Financial Statements: Note 2" in the Company’s Annual
Report on Form 20-F for the year ended December 31,
2021.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
Revenue Table
The following tables contain the Company’s revenue, excluding
revenue of the Teekay Gas Business (see Note 21), for the three and
nine months ended September 30, 2022 and 2021, by contract type, by
segment and by business lines within segments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2022 |
|
|
|
Teekay
Tankers
Conventional
Tankers
|
Teekay
Parent
Offshore
Production
|
Teekay
Parent
Marine Services
and Other |
|
Total |
|
|
|
|
|
$ |
$ |
$ |
|
$ |
Time charters |
|
|
1,656 |
— |
— |
|
1,656 |
Voyage charters |
|
|
276,081 |
— |
— |
|
276,081 |
|
|
|
|
|
|
|
|
FPSO contracts
(1)
|
|
|
— |
(339) |
— |
|
(339) |
Management fees and other
|
|
|
1,649 |
— |
24,152 |
|
25,801 |
|
|
|
279,386 |
(339) |
24,152 |
|
303,199 |
(1)Relates
to reimbursement for vessel operating and decommissioning
expenditures received from the Company's customers.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2021 |
|
|
|
Teekay
Tankers
Conventional
Tankers |
Teekay
Parent
Offshore
Production |
Teekay
Parent
Marine Services
and Other |
|
Total |
|
|
|
|
|
$ |
$ |
$ |
|
$ |
Time charters |
|
|
6,097 |
— |
— |
|
6,097 |
Voyage charters |
|
|
107,079 |
— |
— |
|
107,079 |
FPSO contracts
|
|
|
— |
12,030 |
— |
|
12,030 |
Management fees and other
|
|
|
2,714 |
— |
20,403 |
|
23,117 |
|
|
|
115,890 |
12,030 |
20,403 |
|
148,323 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2022 |
|
|
|
Teekay
Tankers
Conventional
Tankers
|
Teekay
Parent
Offshore
Production
|
Teekay
Parent
Marine Services
and Other |
|
Total |
|
|
|
|
|
$ |
$ |
$ |
|
$ |
Time charters |
|
|
13,033 |
— |
— |
|
13,033 |
Voyage charters |
|
|
675,912 |
— |
— |
|
675,912 |
|
|
|
|
|
|
|
|
FPSO contracts
|
|
|
— |
26,766 |
— |
|
26,766 |
Management fees and other
|
|
|
6,848 |
— |
74,146 |
|
80,994 |
|
|
|
695,793 |
26,766 |
74,146 |
|
796,705 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2021 |
|
|
|
Teekay
Tankers
Conventional
Tankers
|
Teekay
Parent
Offshore
Production
|
Teekay
Parent
Marine Services
and Other |
|
Total |
|
|
|
|
|
$ |
$ |
$ |
|
$ |
Time charters |
|
|
41,447 |
— |
2,255 |
|
43,702 |
Voyage charters |
|
|
333,278 |
— |
— |
|
333,278 |
|
|
|
|
|
|
|
|
FPSO contracts
|
|
|
— |
35,137 |
— |
|
35,137 |
Management fees and other
|
|
|
7,334 |
— |
66,564 |
|
73,898 |
|
|
|
382,059 |
35,137 |
68,819 |
|
486,015 |
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
The following table contains the Company's total revenue, excluding
revenue of the Teekay Gas Business (see Note 21), for the three and
nine months ended September 30, 2022 and 2021, by those
contracts or components of contracts accounted for as leases and by
those contracts or components not accounted for as
leases:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
$
|
|
$
|
|
$
|
|
$
|
Lease revenue |
|
|
|
|
|
|
|
|
Lease revenue from lease payments of operating leases
|
|
277,737 |
|
117,592 |
|
697,483 |
|
390,033 |
Interest income on lease receivables
|
|
— |
|
— |
|
— |
|
293 |
Variable lease payments – cost reimbursements
(1)
|
|
(339) |
|
7,614 |
|
18,228 |
|
21,791 |
|
|
|
|
|
|
|
|
|
|
|
277,398 |
|
125,206 |
|
715,711 |
|
412,117 |
Non-lease revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management fees and other income
|
|
25,801 |
|
23,117 |
|
80,994 |
|
73,897 |
|
|
25,801 |
|
23,117 |
|
80,994 |
|
73,897 |
Total |
|
303,199 |
|
148,323 |
|
796,705 |
|
486,014 |
(1)Reimbursement
for vessel operating and decommissioning expenditures received from
the Company's customers relating to such costs incurred by the
Company to operate the vessel for the customer.
Operating Leases
As at September 30, 2022, the minimum scheduled future
revenues to be received by the Company for a time charter that was
accounted for as an operating lease were approximately $1.1 million
(remainder of 2022) (December 31, 2021 - $11.3 million
(2022)).
Minimum scheduled future revenues should not be construed to
reflect total charter hire revenues for any of the years. Minimum
scheduled future revenues do not include revenue generated from new
contracts entered into after September 30, 2022, revenue from
unexercised option periods of contracts that existed on
September 30, 2022, revenue from vessels in the Company’s
equity-accounted investments, or variable or contingent revenues.
In addition, minimum scheduled future operating lease revenues
presented in this paragraph have been reduced by estimated off-hire
time for any periodic maintenance and do not reflect the impact of
any applicable revenue sharing agreements whereby time-charter
revenues are shared with other revenue sharing agreement
participants. The amounts may vary given unscheduled future events
such as vessel maintenance.
Net Investment in Sales-Type Lease
On March 27, 2020, the Company entered into a bareboat charter with
Britoil Limited (or
BP),
a subsidiary of BP p.l.c., for the
Petrojarl
Foinaven
FPSO for a period up to December 2030. The charter was classified
and accounted for as a sales-type lease. In April 2021, the Company
received formal notice that BP would suspend production from the
Foinaven oil fields and permanently remove the
Petrojarl Foinaven
FPSO unit from the site. The FPSO unit was redelivered to the
Company on August 30, 2022. Upon delivery, the Company received a
fixed lump sum payment of $11.6 million from BP, which the
Company expects will cover substantially all of the cost of green
recycling the FPSO unit. As at September 30, 2022, the net
investment in sales-type lease was $1.8 million. On October
21, 2022, the Company delivered the FPSO unit to a European-based
shipyard for green recycling.
Contract Liabilities
The Company enters into certain customer contracts that result in
situations where the customer will pay consideration upfront for
performance to be provided in the following month or months. These
receipts are contract liabilities and are presented as deferred
revenue until performance is provided. As at September 30,
2022 and December 31, 2021, there were contract liabilities of
$0.6 million and $0.9 million, respectively. During the three and
nine months ended September 30, 2022, the Company recognized
revenues of $nil and $0.9 million, respectively (three and nine
months ended September 30, 2021 - $nil and $4.2 million,
respectively), included in contract liabilities at the beginning of
such periods.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
4. Segment Reporting
On October 4, 2021, Teekay LNG Partners (now known as Seapeak LLC)
and Stonepeak, together with affiliates, entered into an agreement
and plan of merger pursuant to which Stonepeak would acquire Teekay
LNG Partners. In connection with the merger, the Company agreed to
sell to Stonepeak the Teekay Gas Business, which included the
Company’s general partner interest in Teekay LNG Partners, all of
its common units in Teekay LNG Partners, and certain subsidiaries
which collectively contained the shore-based management operations
of Teekay LNG Partners and certain of Teekay LNG Partners' joint
ventures. The Company’s interests in Teekay LNG Partners
constituted the Company’s Teekay LNG segment. The Company’s
shore-based management operations included in the transactions were
included in the Company’s Teekay Parent – Marine Services and Other
segment. The segment information below excludes the results of
these operations that the Company sold on January 13, 2022, which
resulted in Teekay deconsolidating the Teekay Gas Business for
accounting purposes on that date. See Note 21 for information on
the historical results of these operations and other information
about this transaction.
The Company allocates capital and assesses performance from the
separate perspectives of its publicly-traded subsidiary, Teekay
Tankers, and from Teekay and its remaining subsidiaries (or
Teekay Parent),
as well as from the perspective of the Company's lines of business.
The primary focus of the Company’s organizational structure,
internal reporting and allocation of resources by the chief
operating decision maker is on Teekay Tankers and Teekay Parent,
and its segments are presented accordingly on this basis. The
Company has three primary lines of business: (1) conventional
tankers; (2) marine services; and (3) offshore production. The
Company manages these businesses for the benefit of all
stakeholders.
The following table includes the Company’s revenues by segment,
excluding such amounts of the Teekay Gas Business (see Note 21),
for the three and nine months ended September 30, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|
2022 |
2021 |
2022 |
2021 |
|
$ |
$ |
$ |
$ |
Teekay Tankers |
|
|
|
|
Conventional Tankers |
279,386 |
115,890 |
695,793 |
382,059 |
|
|
|
|
|
Teekay Parent |
|
|
|
|
Offshore Production |
(339) |
12,030 |
26,766 |
35,137 |
Marine Services and Other |
24,152 |
20,403 |
74,146 |
68,819 |
|
23,813 |
32,433 |
100,912 |
103,956 |
|
|
|
|
|
|
|
|
|
|
|
303,199 |
148,323 |
796,705 |
486,015 |
The following table includes the Company’s income (loss) from
vessel operations by segment, excluding such amounts of the Teekay
Gas Business (see Note 21), for the three and nine months ended
September 30, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from Vessel Operations(1)
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|
2022 |
2021 |
2022 |
2021 |
|
$ |
$ |
$ |
$ |
Teekay Tankers |
|
|
|
|
Conventional Tankers |
75,372 |
(41,494) |
101,674 |
(172,771) |
|
|
|
|
|
Teekay Parent |
|
|
|
|
Offshore Production |
11,593 |
2,572 |
7,280 |
35,087 |
Marine Services and Other |
(3,580) |
(6,616) |
(11,351) |
(20,579) |
|
8,013 |
(4,044) |
(4,071) |
14,508 |
|
|
|
|
|
|
|
|
|
|
|
83,385 |
(45,538) |
97,603 |
(158,263) |
(1)Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on
estimated use of corporate resources).
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
A reconciliation of total segment assets to consolidated total
assets presented in the accompanying unaudited consolidated balance
sheets is as follows:
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
December 31, 2021 |
|
$ |
$ |
Teekay Tankers – Conventional Tankers |
1,554,574 |
1,568,177 |
Teekay Parent – Offshore Production |
2,775 |
20,695 |
Teekay Parent – Marine Services and Other |
23,889 |
16,788 |
Cash and cash equivalents |
182,810 |
108,977 |
Short-term investments |
245,000 |
— |
Other assets not allocated |
14,701 |
17,123 |
Eliminations |
(2,520) |
(4,217) |
Consolidated total assets - continuing operations |
2,021,229 |
1,727,543 |
Total assets - discontinued operations |
— |
4,804,439 |
Consolidated total assets |
2,021,229 |
6,531,982 |
5. Leases
Obligations Related to Finance Leases
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
December 31, 2021 |
|
$
|
$
|
|
|
|
|
|
|
|
|
|
Obligations related to finance leases |
551,668 |
295,828 |
Less: unamortized discount and debt issuance costs |
(3,963) |
(1,347) |
Total obligations related to finance leases |
547,705 |
294,481 |
Less: current portion
|
(59,930) |
(27,032) |
Long-term obligations related to finance leases
|
487,775 |
267,449 |
As at September 30, 2022, Teekay Tankers had sale-leaseback
financing transactions with financial institutions relating to 27
of Teekay Tankers' vessels, including eight vessels for which
sale-leaseback financing transactions were completed in March 2022,
and five vessels for which sale-leaseback financing transactions
were completed in April 2022.
Under the sale-leaseback arrangements, Teekay Tankers transferred
the vessels to subsidiaries of the financial institutions
(collectively, the
Lessors)
and leased the vessels back from the Lessors on bareboat charters
ranging from six to 12-year terms ending between 2028 and 2031.
Teekay Tankers is obligated to purchase nine of the vessels upon
maturity of their respective bareboat charters. Teekay Tankers also
has the option to purchase each of the 27 vessels, 15 of which can
be purchased between now and the end of their respective lease
terms, four of which can be purchased beginning in September 2023
until the end of their respective lease terms, and the remaining
eight of which can be purchased beginning in March 2024 until the
end of their respective lease terms.
The bareboat charters related to all 27 of these vessels require
that Teekay Tankers maintain a minimum liquidity (cash, cash
equivalents and undrawn committed revolving credit lines with at
least six months to maturity) of the greater of $35.0 million and
at least 5.0% of Teekay Tankers' consolidated debt and obligations
related to finance leases.
Eighteen of the bareboat charters require Teekay Tankers to
maintain, for each vessel, a minimum hull coverage ratio of 100% of
the total outstanding principal balance. As at September 30,
2022, these ratios ranged from 113% to 159% (December 31, 2021
- ranged from 106% to 134%). The nine remaining bareboat charters
require Teekay Tankers to maintain, for each vessel, a minimum hull
coverage ratio of 105% of the total outstanding principal balance.
As at September 30, 2022, these ratios ranged from 124% to
162% (December 31, 2021 - ranged from 132% to
140%).
For 15 of the bareboat charters, should any of these ratios drop
below the required amount, the Lessor may request that Teekay
Tankers prepay additional charter hire. For the remaining 12
bareboat charters, should any of these ratios drop below the
required amount, the Lessor may request that Teekay Tankers either
prepay additional charter hire in the amount of the shortfall or,
in certain circumstances, make a payment to reduce the outstanding
principal balance or provide additional collateral satisfactory to
the relevant Lessor in the amount of the shortfall, in each case to
restore compliance with the relevant ratio.
The requirements of the bareboat charters are assessed annually
with reference to vessel valuations compiled by one or more agreed
upon third parties. As at September 30, 2022, Teekay Tankers
was in compliance with all covenants in respect of its obligations
related to finance leases.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
The weighted average interest rate on Teekay Tankers’ obligations
related to finance leases as at September 30, 2022 was 6.1%
(December 31, 2021 – 4.8%). These interest rates exclude the
effect of the Company’s interest rate swap agreement (see Note
10).
As at September 30, 2022, the total remaining commitments
related to the financial liabilities of these vessels were
approximately $695.2 million (December 31, 2021 -
$364.6 million), including imputed interest of $143.5 million
(December 31, 2021 - $68.8 million), repayable from 2022
through 2031, as indicated below:
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
At September 30, 2022 |
Year
|
|
$
|
Remainder of 2022 |
|
23,628 |
2023 |
|
92,209 |
2024 |
|
89,419 |
2025 |
|
86,395 |
2026 |
|
83,488 |
Thereafter
|
|
320,074 |
Operating Lease Liabilities
The Company charters-in vessels from other vessel owners on
time-charter-in contracts, whereby the vessel owner provides use of
the vessel to the Company, and also operates the vessel for the
Company. A time-charter-in contract is typically for a fixed period
of time, although in certain cases the Company may have the option
to extend the charter. The Company typically pays the owner a daily
hire rate that is fixed over the duration of the charter. The
Company is generally not required to pay the daily hire rate for
time charters during periods the vessel is not able to
operate.
As at September 30, 2022, total minimum commitments to be
incurred by the Company under time-charter-in contracts were
approximately $8.4 million (remainder of 2022), $30.2 million
(2023), $12.8 million (2024), $6.8 million (2025), $6.8 million
(2026) and $19.8 million (thereafter), including one Aframax tanker
delivered to the Company in July 2022 to commence a two-year
time-charter-in contract, and one Aframax tanker newbuilding
expected to be delivered to the Company in the first quarter of
2023 to commence a seven-year time-charter-in
contract.
6. Financial Instruments
a)Fair
Value Measurements
For a description of how the Company estimates fair value and for a
description of the fair value hierarchy levels, see "Item 18 –
Financial Statements: Note 11" in the Company’s Annual Report
on Form 20-F for the year ended December 31,
2021.
The following table includes the estimated fair value and carrying
value of those assets and liabilities that are measured at fair
value on a recurring and non-recurring basis, as well as the
estimated fair value of the Company’s financial instruments that
are not accounted for at fair value on a recurring
basis.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
Fair
Value
Hierarchy
Level |
|
Carrying
Amount
Asset
(Liability)
$ |
|
Fair
Value
Asset
(Liability)
$ |
|
Carrying
Amount
Asset
(Liability)
$ |
|
Fair
Value
Asset
(Liability)
$ |
Recurring |
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash (note
20)
|
Level 1 |
|
188,675 |
|
188,675 |
|
114,339 |
|
114,339 |
Short-term investments (note
1)
|
Level 1 |
|
245,000 |
|
245,000 |
|
— |
|
— |
Derivative instruments
(note 10)
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreement
|
Level 2 |
|
3,932 |
|
3,932 |
|
550 |
|
550 |
|
|
|
|
|
|
|
|
|
|
Foreign currency contracts |
Level 2 |
|
— |
|
— |
|
(58) |
|
(58) |
Forward freight agreements |
Level 2 |
|
556 |
|
556 |
|
(4) |
|
(4) |
Non-recurring |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets held for sale |
Level 2 |
|
— |
|
— |
|
40,854 |
|
40,854 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-accounted investment
(1)
|
Level 2 |
|
— |
|
— |
|
9,174 |
|
9,174 |
Other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances to equity-accounted joint venture – long-term |
Level 2
|
|
6,780 |
|
(1)
|
|
3,780 |
|
3,780 |
Short-term debt (note
8)
|
Level 2 |
|
— |
|
— |
|
(25,000) |
|
(25,000) |
Long-term debt, including current portion – actively
traded public
(note 9)
|
Level 1 |
|
— |
|
— |
|
(239,807) |
|
(240,963) |
Long-term debt, including current portion – other
(note 9)
|
Level 2 |
|
(43,561) |
|
(43,474) |
|
(431,673) |
|
(436,892) |
Obligations related to finance leases, including current portion
(note
5)
|
Level 2 |
|
(547,705) |
|
(548,073) |
|
(294,481) |
|
(306,386) |
(1)In
these unaudited interim consolidated financial statements, the
Company’s advances to and investments in equity-accounted
investments form the aggregate carrying value of the Company’s
interests in entities accounted for by the equity method. As at
September 30, 2022, the fair value of the individual
components of such aggregate interests is not determinable. As at
December 31, 2021, the Company's investment in its equity-accounted
joint venture was written-down to its estimated fair value. At such
time, the fair value of the Company's advance to its
equity-accounted joint venture was estimated to approximate its
carrying value.
7. Accrued Liabilities and Other and Other Long-Term
Liabilities
Accrued Liabilities and Other
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
$
|
|
$
|
|
|
|
|
Accrued liabilities |
70,328 |
|
93,728 |
Deferred revenues – current |
558 |
|
852 |
Current portion of derivative liabilities (note
10)
|
— |
|
180 |
Office lease liability – current |
2,133 |
|
2,142 |
Asset retirement obligation – current |
9,162 |
|
6,161 |
|
82,181 |
|
103,063 |
Other Long-Term Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
$ |
|
$ |
Asset retirement obligation
|
2,967 |
|
8,792 |
Pension liabilities
|
6,281 |
|
7,416 |
|
|
|
|
Freight tax provisions (note 12) |
41,147 |
|
46,956 |
Office lease liability – long-term |
10,637 |
|
8,666 |
Other
|
247 |
|
678 |
|
61,279 |
|
72,508 |
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
Asset Retirement Obligations
The Company is currently in the process of recycling the
Petrojarl Banff
FPSO at an EU-approved shipyard and was also required to recycle
the subsea equipment following removal from the field (or
Phase 2).
In April 2021, Teekay and CNR International (U.K.) Limited
(or
CNRI),
on behalf of the Banff joint venture, entered into a
Decommissioning Services Agreement (or
DSA),
whereby Teekay engaged CNRI to assume full responsibility for
Teekay’s remaining Phase 2 obligations. Teekay was deemed to have
fulfilled its prior decommissioning obligations associated with the
Banff field and the Company derecognized the asset retirement
obligation (or
ARO)
and its associated receivable, resulting in a $33.0 million
gain being recognized as asset retirement obligation extinguishment
gain in the consolidated statements of income for the nine months
ended September 30, 2021.
In April 2021, the charterer of the
Petrojarl Foinaven
FPSO unit announced its decision to suspend production from the
Foinaven oil fields and permanently remove the
Petrojarl Foinaven
FPSO unit from the site. The FPSO unit was redelivered to Teekay
Parent on August 30 2022. Upon redelivery, the Company received a
fixed lump sum payment from the charterer, which is intended to
cover the cost of recycling the FPSO unit.
On October 21, 2022, the Company delivered the FPSO unit to a
European-based shipyard for green recycling. As of
September 30, 2022, taking into account the $11.6 million lump
sum payment received from BP in August 2022, the carrying value of
the related lease asset was $1.8 million, which is comprised
of the expected residual value of the asset. As of
September 30, 2022, the
Petrojarl Foinaven
FPSO unit's estimated ARO relating to recycling costs was
$12.0 million.
8. Short-Term Debt
As at September 30, 2022, Teekay Tankers Chartering Pte. Ltd.
(or
TTCL),
a wholly-owned subsidiary of Teekay Tankers, had a working capital
loan facility (or the
Working Capital Loan),
which provided for aggregate borrowings up to $80.0 million. The
amount available for drawdown is limited to a percentage of certain
receivables and accrued revenue, which is assessed weekly. As at
September 30, 2022, the next maturity date of the Working Capital
Loan was in November 2022, which has subsequently been extended to
May 2023. The Working Capital Loan maturity date is continually
extended for further periods of six months thereafter unless and
until the lender gives notice in writing that no further extensions
shall occur. Proceeds of the Working Capital Loan are used to
provide working capital in relation to certain vessels subject to
revenue sharing agreements (or
RSAs).
Interest payments are based on the Secured Overnight Financing Rate
(or
SOFR)
plus a margin of 2.85% (December 31, 2021 - 3.5%).
The Working Capital Loan is collateralized by the assets of TTCL.
The Working Capital Loan requires Teekay Tankers to maintain its
paid-in capital contribution under the RSAs and the retained
distributions of the RSA counterparties in an amount equal to the
greater of (a) an amount equal to the minimum average capital
contributed by the RSA counterparties per vessel in respect of the
RSA (including cash, bunkers or other working capital contributions
and amounts accrued to the RSA counterparties but unpaid) and (b) a
minimum capital contribution ranging from $20.0 million to $30.0
million based on the amount borrowed. As at September 30,
2022, $nil (December 31, 2021 – $25.0 million) was owing under
this facility, the aggregate available borrowings were $74.8
million (December 31, 2021 - $45.4 million) and the
interest rate on the facility was 5.9% (December 31, 2021 –
3.6%). As at September 30, 2022, Teekay Tankers was in
compliance with all covenants in respect of this
facility.
9. Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
$ |
|
$ |
Revolving Credit Facility due December 2024 |
— |
|
271,167 |
Senior Notes (9.25%) due November 15, 2022
|
— |
|
243,395 |
Convertible Senior Notes (5%) due January 17, 2023
|
21,184 |
|
112,184 |
U.S. Dollar-denominated Term Loan due August 2023 |
22,458 |
|
53,339 |
Total principal |
43,642 |
|
680,085 |
Less: unamortized discount and debt issuance costs |
(81) |
|
(8,605) |
Total debt |
43,561 |
|
671,480 |
Less: current portion |
(43,561) |
|
(255,306) |
Long-term portion |
— |
|
416,174 |
|
|
|
|
As at September 30, 2022, the Company had one revolving credit
facility (or the
2020 Revolver),
which, as at such date, provided for aggregate borrowings of up to
$99.2 million (December 31, 2021 - $344.9 million), of
which $99.2 million was undrawn (December 31, 2021 -
$73.7 million). Interest payments are based on LIBOR plus a
margin of 2.40%. The aggregate amount available under the 2020
Revolver is scheduled to decrease by $16.8 million (remainder of
2022), $29.8 million (2023) and $52.6 million (2024). The 2020
Revolver is collateralized by first-priority mortgages granted on
13 of the Company’s vessels, together with other related security,
and includes a guarantee from certain Teekay subsidiaries for the
credit facility's outstanding amount.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
In May 2019, the Company issued $250.0 million in aggregate
principal amount of 9.25% senior secured notes at par due November
2022 (or the
2022 Notes).
During the nine months ended September 30, 2022, the Company
redeemed the 2022 Notes in full at a redemption price equal to
102.313%, plus accrued and unpaid interest. The total consideration
for the redemption was $249.0 million, resulting in a loss of
$9.2 million, which is included in loss on bond repurchases on
the Company's unaudited consolidated statements of income during
the nine months ended September 30, 2022.
On January 26, 2018, Teekay Parent completed a private offering of
$125.0 million in aggregate principal amount of 5% Convertible
Senior Notes due January 15, 2023 (or the
Convertible Notes).
At the election of the holder, the Convertible Notes are
convertible into Teekay’s common stock, initially at a rate of
85.4701 shares of common stock per $1,000 principal amount of
Convertible Notes. This represents an initial effective conversion
price of $11.70 per share of common stock. The initial conversion
price represented a premium of 20% to the concurrent common stock
offering price of $9.75 per share. During the three months ended
March 31, 2022, Teekay Parent completed a cash tender offer with
$85.0 million aggregate principal amount of the Convertible
Notes validly tendered for repurchase, which represented
approximately 75.8% of the total outstanding as of
December 31, 2021. The total consideration for this repurchase
was $86.7 million, resulting in a loss of $3.0 million,
which is included in loss on bond repurchases on the Company's
unaudited consolidated statements of income (loss). During the
three and nine months ended September 30, 2022, Teekay Parent
repurchased additional principal amounts of $0.3 million and
$6.0 million, respectively, for which the total consideration
was $0.3 million and $6.1 million, and recorded losses on bond
repurchases were $0.1 million and $0.5 million, respectively.
The outstanding principal value of the Convertible Notes on
September 30, 2022, was $21.2 million (December 31,
2021 - $112.2 million). As of September 30, 2022, the net
carrying amount of the Convertible Notes was $21.2 million
(December 31, 2021 - $111.4 million), which reflected
unamortized debt issuance costs of $nil (December 31, 2021 -
$0.8 million). The estimated fair value (Level 2) of the
Convertible Notes was $21.2 million as of September 30,
2022 (December 31, 2021 - $111.4 million). For the
three and nine
months ended September 30, 2022, total interest expense for
the Convertible Notes was $0.3 million and $1.5 million,
respectively, with coupon interest expense of $0.3 million and
$1.3 million, respectively, and amortization of debt issuance
costs of $nil and $0.2 million, respectively.
As at September 30, 2022, the Company had one
U.S. Dollar-denominated term loan (or the
2020 Term Loan)
outstanding, which totaled $22.5 million in aggregate principal
amount (December 31, 2021 – $53.3 million). Interest payments
are based on LIBOR plus a margin of 2.25%. The term loan reduces in
quarterly payments and has a balloon repayment due at maturity in
August 2023. During September 2022, the Company made a prepayment
of $22.5 million of the term loan. The term loan is collateralized
by first-priority mortgages on four of the Company’s vessels,
together with certain other security, and includes a guarantee from
certain Teekay subsidiaries for the term loan's outstanding
amount.
The weighted-average interest rate on the Company’s aggregate
long-term debt as at September 30, 2022 was 5.1%
(December 31, 2021 – 5.3%). These interest rates exclude the
effect of the Company’s interest rate swap agreement (see Note
10).
The aggregate annual long-term debt principal repayments required
to be made by the Company subsequent to September 30, 2022 are
$1.4 million (remainder of 2022) and $42.2 million
(2023).
Two loan agreements require the Company to maintain a minimum hull
coverage ratio of 125% of the total outstanding drawn balance and
125% of the total outstanding principal balance, respectively, for
the facility periods. Such requirements are assessed on a
semi-annual basis with reference to vessel valuations compiled by
two or more agreed upon third parties. Should the ratios drop below
the required amounts, the lender may request that the Company
either prepay a portion of the applicable loan in the amount of the
shortfall or provide additional collateral in the amount of the
shortfall, at Company's option. As at September 30, 2022, the
hull coverage ratio was 652% for the 2020 Term Loan and was not
applicable for the 2020 Revolver due to no balance being
drawn.
Certain loan agreements require Teekay Tankers to maintain minimum
liquidity (cash, cash equivalents and undrawn committed revolving
credit lines with at least six months to maturity) of the greater
of $35.0 million and at least 5.0% of Teekay Tankers' total
consolidated debt and obligations related to finance
leases.
As at September 30, 2022, the Company was in compliance with
all covenants under its credit facilities and other long-term
debt.
10. Derivative Instruments and Hedging Activities
The Company uses derivative instruments to manage certain risks in
accordance with its overall risk management policies.
Foreign Exchange Risk
From time to time, the Company economically hedges portions of its
forecasted expenditures denominated in foreign currencies with
foreign currency forward contracts. As at September 30, 2022, the
Company was not committed to any foreign currency forward
contracts.
Forward Freight Agreements
The Company uses forward freight agreements (or
FFAs)
in non-hedge-related transactions to increase or decrease its
exposure to tanker spot market rates, within defined limits. Net
gains and losses from FFAs are recorded within realized and
unrealized gains (losses) on derivative instruments in the
Company's consolidated statements of income.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
Interest Rate Risk
The Company enters into interest rate swap agreements, which
exchange a receipt of floating interest for a payment of fixed
interest, to reduce the Company’s exposure to interest rate
variability on its outstanding floating-rate debt. The Company does
not designate its interest rate swap agreement as a cash flow hedge
for accounting purposes.
As at September 30, 2022, the Company was committed to the
following interest rate swap agreement related to its LIBOR-based
debt, whereby certain of the Company’s floating-rate debts were
swapped with fixed-rate obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Rate
Index
|
|
Principal
Amount
|
|
Fair Value /
Carrying
Amount of
Asset /
(Liability)
$
|
|
Weighted-
Average
Remaining
Term
(years)
|
|
Fixed
Swap
Rate
(%)(1)
|
LIBOR-Based Debt: |
|
|
|
|
|
|
|
|
|
U.S. Dollar-denominated interest rate swap
agreement |
LIBOR |
|
50,000 |
|
|
3,932 |
|
|
2.3 |
|
0.76 |
(1)Excludes
the margins the Company pays on its variable-rate long-term debt
which, as of September 30, 2022, ranged from
2.25% to 2.40%.
Tabular Disclosure
The following tables present the location and fair value amounts of
derivative instruments, segregated by type of contract, on the
Company’s unaudited consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid Expenses and Other |
|
Goodwill, Intangibles and Other Non-Current Assets |
|
|
|
Accrued Liabilities and Other
(1)
|
|
|
|
$ |
|
$ |
|
|
|
$ |
|
|
As at September 30, 2022 |
|
|
|
|
|
|
|
|
|
Derivatives not designated as a cash flow hedge: |
|
|
|
|
|
|
|
|
|
Interest rate swap agreement |
1,821 |
|
2,111 |
|
|
|
— |
|
|
Forward freight agreements |
556 |
|
— |
|
|
|
— |
|
|
|
2,377 |
|
2,111 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prepaid Expenses and Other |
|
Goodwill, Intangibles and Other Non-Current Assets |
|
|
|
Accrued Liabilities and Other
(1)
|
|
|
|
$ |
|
$ |
|
|
|
$ |
|
|
As at December 31, 2021 |
|
|
|
|
|
|
|
|
|
Derivatives not designated as a cash flow hedge: |
|
|
|
|
|
|
|
|
|
Foreign currency contracts |
— |
|
— |
|
|
|
(58) |
|
|
Interest rate swap agreement |
— |
|
668 |
|
|
|
(118) |
|
|
Forward freight agreements |
— |
|
— |
|
|
|
(4) |
|
|
|
— |
|
668 |
|
|
|
(180) |
|
|
(1)Represents
the current portion of derivative liabilities presented in accrued
liabilities and other on the consolidated balance sheets (see Note
7).
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
Realized and unrealized gains (losses) from derivative instruments
that are not designated for accounting purposes as cash flow hedges
are recognized in earnings and reported in realized and unrealized
gains (losses) on non-designated derivatives in the unaudited
consolidated statements of income as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
$ |
|
$ |
|
$
|
|
$
|
Realized gains (losses) relating to: |
|
|
|
|
|
|
|
Interest rate swap agreement |
192 |
|
(318) |
|
157 |
|
(1,191) |
|
|
|
|
|
|
|
|
Foreign currency contracts |
— |
|
— |
|
(420) |
|
— |
Forward freight agreements |
380 |
|
(359) |
|
657 |
|
(420) |
|
572 |
|
(677) |
|
394 |
|
(1,611) |
Unrealized gains (losses) relating to: |
|
|
|
|
|
|
|
Interest rate swap agreement |
1,039 |
|
315 |
|
3,382 |
|
1,736 |
Foreign currency contracts |
— |
|
(56) |
|
58 |
|
(56) |
Forward freight agreements |
87 |
|
136 |
|
402 |
|
(167) |
|
1,126 |
|
395 |
|
3,842 |
|
1,513 |
Total realized and unrealized gains (losses) on derivative
instruments |
1,698 |
|
(282) |
|
4,236 |
|
(98) |
The Company is exposed to credit loss to the extent the fair value
represents an asset in the event of non-performance by the
counterparty to the interest rate swap agreement; however, the
Company does not anticipate non-performance by the counterparty. In
order to minimize counterparty risk, the Company only enters into
derivative transactions with counterparties that are rated A- or
better by Standard & Poor’s or A3 or better by Moody’s at
the time of the transaction. In addition, to the extent possible
and practical, interest rate swaps are entered into with different
counterparties to reduce concentration risk.
11. Commitments and Contingencies
a)Liquidity
Management is required to assess whether the Company will have
sufficient liquidity to continue as a going concern for the
one-year period following the issuance of its financial statements.
The Company had consolidated net income from continuing operations
of $65.8 million and consolidated cash flows from operating
activities related to continuing operations of $28.4 million during
the nine months ended September 30, 2022, and had a
consolidated working capital surplus of $455.5 million as at
September 30, 2022. This working capital surplus included
$245.0 million of short-term investments.
Based on the Company’s liquidity at the date these unaudited
consolidated financial statements were issued and the cash flows
the Company expects to generate from operations over the following
year, the Company expects that it will have sufficient liquidity to
continue as a going concern for at least the one-year period
following the issuance of these unaudited consolidated financial
statements.
b)Legal
Proceedings and Claims
The Company may, from time to time, be involved in legal
proceedings and claims that arise in the ordinary course
of business. The Company believes that any adverse
outcome of existing claims, individually or in the aggregate,
would not have a material effect on its financial position,
results of operations or cash flows, when taking into
account its insurance coverage and indemnifications
from charterers.
As previously disclosed, the Company was served with a claim in
2021 from a lessor relating to the repurchase of eight vessels that
were previously under sale-leaseback arrangements with the
counterparty to the claim. As of September 30, 2022, the amount
being claimed was $7.3 million. Following a mediation in October
2022, the Company reached a settlement with the counterparty, in
full and final settlement of all disputes and issues arising out of
the sale-leaseback deals and the repurchase of the eight vessels,
for an amount that is significantly less than the amount of the
claim. The settlement payment is included in accrued liabilities on
the Company’s unaudited consolidated balance sheet as at September
30, 2022.
c)Other
The Company enters into indemnification agreements with certain
officers and directors. In addition, the Company enters into other
indemnification agreements in the ordinary course of business. The
maximum potential amount of future payments required under these
indemnification agreements is unlimited. However, the Company
maintains what it believes is appropriate liability insurance that
reduces its exposure and enables the Company to recover future
amounts paid up to the maximum amount of the insurance coverage,
less any deductible amounts pursuant to the terms of the respective
policies, the amounts of which are not considered
material.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
12. Income Tax (Expense) Recovery
The components of the provision for income tax recovery are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
Current |
(1,414) |
|
905 |
|
257 |
|
2,935 |
Deferred |
(103) |
|
(89) |
|
(553) |
|
468 |
Income tax (expense) recovery |
(1,517) |
|
816 |
|
(296) |
|
3,403 |
Included in the Company's current income tax (expense) recovery are
provisions for uncertain tax positions relating to freight taxes.
Positions relating to freight taxes can vary each period depending
on the trading patterns of the Company's vessels.
The following table reflects changes in uncertain tax positions
relating to freight tax liabilities, which are recorded in other
long-term liabilities and accrued liabilities on the Company's
unaudited consolidated balance sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
$ |
|
$ |
Balance as at January 1 |
46,956 |
|
51,562 |
Increases for positions related to the current year |
3,195 |
|
2,890 |
Increases for positions related to prior years |
3,029 |
|
3,990 |
Decrease related to statute of limitations |
(7,451) |
|
(11,016) |
Foreign exchange gain |
(4,582) |
|
(191) |
Balance as at September 30 |
41,147 |
|
47,235 |
The Company does not presently anticipate that its provisions for
uncertain tax positions relating to freight taxes will
significantly increase in the next 12 months; however, this is
dependent on the jurisdictions in which vessel trading activity
occurs. The Company reviews its freight tax obligations on a
regular basis and may update its assessment of its tax positions
based on available information at the time. Such information may
include legal advice as to the applicability of freight taxes in
relevant jurisdictions. Freight tax regulations are subject to
change and interpretation; therefore, the amounts recorded by the
Company may change accordingly.
13. Gain on Sale and (Write-Down) of Assets
The Company's write-downs and vessel sales generally relate to
vessels approaching the end of their useful lives as well as other
vessels it strategically sells, or is attempting to sell, to reduce
exposure to a certain vessel class.
The following tables contain the gain on sale, (write-down) and the
reversal of a previous write-down of assets for the three and nine
months ended September 30, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
Segment
|
|
Asset Type
|
|
Completion of Sale Date
|
|
2022 |
|
2021 |
|
|
|
$ |
|
$ |
Teekay Parent Segment – Offshore Production
(1)
|
|
1 FPSO unit |
|
Jul-22 |
|
12,975 |
|
— |
Teekay Tankers Segment – Conventional Tankers
(2)
|
|
1 Aframaxes |
|
Sep-22 |
|
8,156 |
|
— |
Teekay Tankers Segment – Conventional Tankers
(3)
|
|
1 Aframax |
|
Sept-21 |
|
— |
|
216 |
Teekay Tankers Segment – Conventional Tankers
(4)
|
|
5 Aframaxes |
|
N/A |
|
— |
|
(913) |
Total |
|
|
|
|
|
21,131 |
|
(697) |
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
Segment |
|
Asset Type |
|
Completion of Sale Date
|
|
2022 |
|
2021 |
|
|
|
$ |
|
$ |
Teekay Parent Segment – Offshore Production
(1)
|
|
1 FPSO unit |
|
Jul-22 |
|
12,975 |
|
— |
|
|
|
|
|
|
|
|
|
Teekay Tankers Segment – Conventional Tankers
(2)
|
|
3 Aframaxes |
|
Apr-22/Sep-22 |
|
9,954 |
|
— |
Teekay Tankers Segment – Conventional Tankers
(3)
|
|
3 Suezmaxes |
|
N/A |
|
— |
|
(62,937) |
Teekay Tankers Segment – Conventional Tankers
(3)
|
|
3 LR2 Tankers |
|
N/A |
|
— |
|
(18,381) |
Teekay Tankers Segment – Conventional Tankers
(3)
|
|
2 Aframaxes |
|
N/A |
|
— |
|
(5,152) |
Teekay Tankers Segment – Conventional Tankers
(4)
|
|
5 Aframaxes |
|
N/A |
|
— |
|
(913) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teekay Tankers Segment – Conventional Tankers |
|
Operating lease right-of-use assets |
|
N/A |
|
(1,066) |
|
(715) |
Total |
|
|
|
|
|
21,863 |
|
(88,098) |
(1)During
the three months ended September 30, 2022, Teekay Parent completed
the sale of the
Sevan Hummingbird
FPSO for a net price of $13.0 million, The FPSO unit's book value
had previously been written down to $nil.
(2)During
the three and nine months ended September 30, 2022, Teekay Tankers
completed the sale of one Aframax tanker for $24.8 million, with an
aggregate gain on sale of $8.2 million, During the nine months
ended September 30, 2022, Teekay Tankers completed the sales of
three Aframax tankers for a total price of $43.6 million, with an
aggregate gain on sales of $9.4 million. As at December 31, 2021,
all three vessels, including their bunker and lube oil inventory,
were classified as held for sale on the Company's consolidated
balance sheets, and one of these vessels was written down to its
estimated sales price, less estimated selling costs at December 31,
2021. During the nine months ended September 30, 2022, the previous
write-down of $0.6 million for one of these vessels was reversed to
reflect its agreed sales price.
(3)During
the nine months ended September 30, 2021, Teekay Tankers wrote
down the carrying values of three Suezmax tankers, three LR2
tankers and one Aframax tanker to their estimated fair values using
appraised values provided by third parties, primarily due to a
weaker near-term tanker market outlook and a reduction in charter
rates as a result of the current economic environment, which has
been impacted by the COVID-19 pandemic. As at June 30, 2021, Teekay
Tankers classified one Aframax tanker, including its related
bunkers and lube oil inventory, as held for sale. The vessel cost
was written down to its estimated sales price, less estimated
selling costs. During the three months ended September 30,
2021, the vessel was delivered to its new owners and Teekay Tankers
recognized a gain on sale of $0.2 million.
(4)During
the three months ended September 30, 2021, Teekay Tankers
classified one Aframax tanker, previously written down to fair
value, and lube oil inventory, as held for sale. The vessel cost
was written down to its estimated sales price less estimated
selling costs.
14. Related Party Transactions
Until the sale of the Teekay Gas Business in January 2022, the
Company provided ship management and corporate services to certain
of its equity-accounted joint ventures that own and operate LNG
carriers on long-term charters, all of which form part of
discontinued operations as at December 31, 2021. In addition, the
Company was reimbursed for costs incurred by the Company for its
seafarers operating these LNG carriers. On October 4, 2021, the
Company entered into an agreement to, among other things, sell
certain subsidiaries which collectively contained the shore-based
management operations for certain of Teekay LNG Partners’ joint
ventures (see Note 21). This sale closed on January 13, 2022.
Following this sale, the Company no longer provides ship management
and corporate services to joint ventures of Seapeak LLC (formerly
Teekay LNG Partners). For the period from January 1, 2022 to
January 13, 2022, the Company earned $0.6 million (three and nine
months ended September 30, 2021 – $21.3 million and $62.1 million,
respectively) of fees pursuant to these management agreements and
reimbursement of costs. Such amounts for the nine months ended
September 30, 2022 are reflected in revenues, and amounts for
the three and nine months ended September 30, 2021 are recorded in
income (loss) from discontinued operations (see Note 21) in the
consolidated statements of income.
In September 2018, Teekay LNG Partners (now known as Seapeak LLC)
entered into an agreement with its 52%-owned joint venture with
Marubeni Corporation to charter in one of the joint venture's LNG
carriers, the
Magellan Spirit,
which charter had an original term of two years and was further
extended by 21 months to June 2022. Time-charter hire expenses for
the period from January 1, 2022 to January 13, 2022 were
$0.8 million (three and nine months ended September 30, 2021 -
$5.7 million and $17.4 million, respectively), and such amounts are
reflected in income (loss) from discontinued operations (see Note
21) in the consolidated statements of income.
15.
Equity Financing Transactions
During the three months ended September 30, 2022, Teekay
Parent sold 0.9 million of its investment in Teekay Tankers
Class A common shares through open market sales for
$22.8 million at an average price of $25.20 per share. The
shares sold had previously been purchased in the open market in the
first quarter of 2022 and December 2021 for a total cost of $10.0
million as follows: in January and February 2022, Teekay Parent
purchased 0.5 million of Teekay Tankers Class A common shares
through open market purchases for $5.3 million at an average
price of $10.82 per share and in December 2021, Teekay Parent
purchased 0.4 million of Teekay Tankers Class A common shares
through open market purchases for $4.7 million at an average
price of $11.27 per share. As a result of the share transactions
related to Teekay Tankers, the Company recorded decreases to
accumulated deficit of $5.2 million and $5.7 million in 2022 and
2021, respectively. These amounts represent Teekay's net dilution
gains from the Teekay Tankers share transactions.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
16. Restructuring Charges
During the three and nine months ended September 30, 2022, the
Company recorded restructuring charges of $1.2 million and $7.8
million, respectively, which are primarily related to the
reorganization and realignment of resources of the Company's shared
service functions and the separation of information technology
systems following the sale of the Teekay Gas Business, and costs
associated with the termination of the charter contract for
the
Sevan Hummingbird
FPSO unit. For the nine months ended September 30, 2022,
$2.4 million of the costs were recovered from Seapeak and were
recorded as part of revenues on the consolidated statements of
income.
As at September 30, 2022 and December 31, 2021, $0.5
million and $4.7 million, respectively, of restructuring
liabilities were recorded in accrued liabilities and other on the
unaudited consolidated balance sheets. Included in the
restructuring liabilities as at December 31, 2021 are costs related
to the reorganization and realignment of resources of the Company's
shared service functions following the sale of the Teekay Gas
Business, $3.1 million of which were paid for by the Teekay
Gas Business as part of the sale transaction (see Note
21).
17. Accumulated Other Comprehensive Loss
As at September 30, 2022 and December 31, 2021, the
Company’s accumulated other comprehensive loss consisted of the
following components:
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
2022 |
|
2021 |
|
$ |
|
$ |
Unrealized loss on qualifying cash flow hedging
instruments |
— |
|
(22,514) |
Pension adjustments, net of tax recoveries |
(2,846) |
|
(2,996) |
|
|
|
|
|
|
|
|
|
(2,846) |
|
(25,510) |
18. Capital Stock
The authorized capital stock of Teekay as at September 30,
2022 and December 31, 2021 was 25 million shares of preferred
stock, with a par value of $1 per share, and 725 million shares of
common stock, with a par value of $0.001 per share. As at
September 30, 2022 and December 31, 2021, Teekay had no shares
of preferred stock issued.
In August 2022, Teekay announced that its Board of Directors had
authorized the repurchase of up to $30 million of common
shares in the open market. As at September 30, 2022, Teekay
had repurchased approximately 1.5 million common shares for
$5.3 million, or an average of $3.59 per share, pursuant to
such authorization, which resulted in the Company recording a
reduction in capital stock of $14.0 million and a credit to
accumulated deficit in the amount of $8.7 million. The total
remaining share repurchase authorization at September 30, 2022
was $24.7 million.
In December 2020, Teekay filed a continuous offering program
(or COP)
under which Teekay may issue common shares at market prices up to a
maximum aggregate amount of $65.0 million. As of
September 30, 2022, no shares of common stock have been issued
under this COP.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
19. Net Income (Loss) Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
Net income (loss) attributable to the shareholders of
Teekay
Corporation:
|
|
|
|
|
|
|
|
- Continuing operations - basic and diluted |
33,133 |
|
(34,231) |
|
(2,349) |
|
(69,696) |
- Discontinued operations - basic and diluted |
— |
|
31,318 |
|
41,652 |
|
94,890 |
|
33,133 |
|
(2,913) |
|
39,303 |
|
25,194 |
Increase in net earnings for interest expense recognized during
the period relating to Convertible
Notes |
265 |
|
— |
|
— |
|
— |
Reduction in net earnings due to dilutive impact of stock-based
awards in Teekay Tankers |
(202) |
|
— |
|
— |
|
— |
Net income (loss) attributable to the shareholders of Teekay
Corporation - diluted |
33,196 |
|
(2,913) |
|
39,303 |
|
25,194 |
|
|
|
|
|
|
|
|
Weighted average number of common shares
(1)
|
102,608,910 |
|
102,307,273 |
|
102,485,688 |
|
102,090,921 |
Dilutive effect of Convertible Notes |
1,824,487 |
|
— |
|
— |
|
— |
Dilutive effect of stock-based awards |
279,009 |
|
— |
|
— |
|
— |
Common stock and common stock equivalents |
104,712,406 |
|
102,307,273 |
|
102,485,688 |
|
102,090,921 |
|
|
|
|
|
|
|
|
Net income (loss) per common share |
|
|
|
|
|
|
|
- Continuing operations - basic |
0.32 |
|
(0.33) |
|
(0.02) |
|
(0.68) |
- Discontinued operations - basic |
— |
|
0.31 |
|
0.41 |
|
0.93 |
- Basic |
0.32 |
|
(0.03) |
|
0.38 |
|
0.25 |
|
|
|
|
|
|
|
|
- Continuing operations - diluted |
0.32 |
|
(0.33) |
|
(0.02) |
|
(0.68) |
- Discontinued operations - diluted |
— |
|
0.31 |
|
0.41 |
|
0.93 |
- Diluted |
0.32 |
|
(0.03) |
|
0.38 |
|
0.25 |
(1) Includes common stock related to non-forfeitable stock-based
awards.
The Company uses the "if converted" method to determine any
potential dilutive impact of the Convertible Notes on diluted
earnings per share. The dilutive impact of the conversion feature
on the Convertible Notes is determined using an assumed conversion
date equal to the beginning of the reporting period.
Stock-based awards and the conversion feature on the Convertible
Notes that have an anti-dilutive effect on the calculation of
diluted income (loss) per common share from continuing operations
are excluded from diluted income (loss) per common share, including
diluted income (loss) per common share from continuing operations
and discontinued operations. For the three and nine months ended
September 30, 2022, 8.4 million and 9.5 million shares,
respectively, of Common Stock from stock-based awards and the
conversion feature on the Convertible Notes (three and nine months
ended September 30, 2021 - 15.4 million and 16.3 million,
respectively) were excluded from the computation of diluted
earnings per common share for these periods, as including them
would have had an anti-dilutive impact.
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
20. Supplemental Cash Flow Information
Total cash, cash equivalents and restricted cash are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2022 |
|
December 31, 2021 |
|
September 30, 2021 |
|
December 31, 2020 |
|
$ |
|
$ |
|
$ |
|
$ |
Cash and cash equivalents |
182,810 |
|
108,977 |
|
107,646 |
|
128,743 |
Restricted cash – current |
2,730 |
|
2,227 |
|
2,483 |
|
2,786 |
Restricted cash – non-current |
3,135 |
|
3,135 |
|
3,135 |
|
3,135 |
Current assets - discontinued operations -
cash
|
— |
|
101,190 |
|
128,327 |
|
220,042 |
Current assets - discontinued operations -
restricted cash
|
— |
|
11,888 |
|
8,840 |
|
8,358 |
Non-current assets - discontinued
operations - restricted cash
|
— |
|
38,103 |
|
37,193 |
|
42,826 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
188,675 |
|
265,520 |
|
287,624 |
|
405,890 |
The Company maintains restricted cash deposits relating to certain
FFAs (see Note 10) and as required by the Company's obligations
related to certain finance leases (see Note 5).
21.
Deconsolidation of Teekay Gas Business and Discontinued
Operations
On October 4, 2021, the Company entered into agreements to sell its
general partner interest in Teekay LNG Partners (now known as
Seapeak), all of its common units in Teekay LNG Partners and
certain subsidiaries which collectively contained the shore-based
management operations of the Teekay Gas Business. These
transactions closed on January 13, 2022 and resulted in Teekay
deconsolidating the Teekay Gas Business for accounting purposes on
January 13, 2022. Upon closing of the transactions, the Company
received gross proceeds of $641 million, at which date the Teekay
Gas Business had a cash, cash equivalents and restricted cash
balance of $178.0 million.
On such date, the Company recognized both the net cash proceeds it
received from Stonepeak and derecognized the carrying value of both
the Teekay Gas Business' net assets and the non-controlling
interest in the Teekay Gas Business, with the difference between
the amounts recognized and derecognized being the loss on
deconsolidation of $58.7 million, which is included in loss from
discontinued operations in the consolidated statements of income
for the nine months ended September 30, 2022.
Immediately prior to the sale of the Teekay Gas Business, the
Company had unrecognized gains of $84.8 million on the sales of
vessels in prior years from its wholly-owned subsidiaries to its
non-wholly-owned subsidiary, Teekay LNG Partners (or
Deferred Dropdown Gains).
On sale of the Teekay Gas Business, the Deferred Dropdown Gains
that were previously unrecognized due to them being eliminated upon
consolidation of Teekay LNG Partners, were recognized by the
Company through a transfer of income from non-controlling interests
in Teekay LNG Partners to the Company. This transfer increased the
carrying value of the Company’s interest in Teekay LNG Partners at
the sale date and thus, increased the loss on deconsolidation of
the Teekay Gas Business by $84.8 million (included in net (loss)
income attributable to non-controlling interests, discontinued
operations on the consolidated statements of income). As a result,
net income attributable to shareholders of the Company on sale of
the Teekay Gas Business was a net gain of $26.2 million, consisting
of the recognition of the $84.8 million of Deferred Dropdown Gains
(included in net (loss) income attributable to non-controlling
interests, discontinued operations on the consolidated statements
of income) less the loss on deconsolidation of $58.7
million.
All revenues and expenses of the Teekay Gas Business prior to the
sale and for the periods covered by the consolidated statements of
income in these unaudited consolidated financial statements have
been aggregated and separately presented as a single component of
net income (loss) entitled "Income (loss) from discontinued
operations". Revenues and expenses of the Teekay Gas Business were
determined as follows:
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
•Revenues
and expenses of the Teekay Gas Business consist of all direct
revenue and expenses that are clearly identifiable as solely for
the benefit of the Teekay Gas Business and will not be recognized
on an ongoing basis by the Company following completion of the sale
of the Teekay Gas Business. As such, costs previously incurred by
the Company for the benefit of both the Teekay Gas Business and the
continuing operations of the Company (or
Shared Costs)
remain in the Company’s continuing operations, including the Teekay
Gas Business’s proportionate share of such costs. The Company’s
Shared Costs primarily relate to costs incurred to provide certain
corporate services and ship management services for the benefit of
both the Teekay Gas Business and the continuing operations of the
Company. A substantial majority of the Company’s Shared Costs are
reflected in general and administrative expenses. As a result of
the Company’s historical practice of using a shared service
operation for its different businesses and the allocation method
explained above for such costs, general and administrative expenses
presented within continuing operations and general and
administrative expenses presented within discontinued operations
will not represent what these costs would have been had the Company
operated the Teekay Gas Business on a standalone basis and will not
represent an existing cost run-rate, as adjusted for the completion
of this transaction.
•Interest
expense of the Teekay Gas Business consists of interest expense and
amortization of discounts, premiums, and debt issuance costs
related to long-term debt and obligations related to finance leases
of Teekay LNG Partners that were assumed by the acquiror thereof as
well as Teekay’s revolving credit facility that was required to be
terminated as a result of the sale of the Teekay Gas
Business.
The consolidated balance sheet as at December 31, 2021 reflects the
aggregation and separate presentation of all current assets,
non-current assets, current liabilities and non-current liabilities
of the Teekay Gas Business. The assets and liabilities of the
Teekay Gas Business and the Company’s continuing operations exclude
any intercorporate amounts owed in order to reflect the
discontinuance of services between the Company and the Teekay Gas
Business following a transition period.
The following table contains the major components of income (loss)
from discontinued operations of the Teekay Gas Business for the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2022
(1)
$
|
|
2021
$ |
|
2022
(1)
$
|
|
2021
$ |
Revenues |
— |
|
167,915 |
|
25,083 |
|
510,208 |
Voyage expenses |
— |
|
(7,221) |
|
(853) |
|
(20,764) |
Vessel operating expenses |
— |
|
(51,284) |
|
(5,937) |
|
(150,052) |
Time-charter hire expenses |
— |
|
(5,665) |
|
(845) |
|
(17,382) |
Depreciation and amortization |
— |
|
(33,002) |
|
— |
|
(97,253) |
General and administrative expenses |
— |
|
(6,219) |
|
(781) |
|
(13,302) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from vessel operations |
— |
|
64,524 |
|
16,667 |
|
211,455 |
Interest expense |
— |
|
(30,379) |
|
(4,287) |
|
(91,895) |
Interest income |
— |
|
1,315 |
|
188 |
|
4,623 |
Realized and unrealized gains on
non-designated derivative instruments
|
— |
|
101 |
|
3,675 |
|
3,849 |
Equity income |
— |
|
39,238 |
|
17,881 |
|
105,694 |
Foreign exchange gain |
— |
|
2,352 |
|
4,286 |
|
5,756 |
Other (loss) income |
— |
|
1,064 |
|
9 |
|
(3,613) |
Loss on deconsolidation of the Teekay Gas
Business
(2)
|
— |
|
— |
|
(58,684) |
|
— |
Income (loss) from discontinued operations
before income taxes
|
— |
|
78,215 |
|
(20,265) |
|
235,869 |
Income tax expense |
— |
|
(2,226) |
|
(11) |
|
(3,224) |
Income (loss) from discontinued operations |
— |
|
75,989 |
|
(20,276) |
|
232,645 |
(1)On
January 13, 2022, the Company deconsolidated the Teekay Gas
Business. Figures represent the Teekay Gas Business's results for
the period from January 1, 2022 to January 13, 2022.
(2)Net
income attributable to shareholders of the Company on sale of the
Teekay Gas Business was a net gain of $26.2 million, consisting of
the recognition of the $84.8 million of Deferred Dropdown Gains
(included in net income (loss) attributable to non-controlling
interests, discontinued operations) less the loss on
deconsolidation of $58.7 million.
As at December 31, 2021, the major classes of the Teekay Gas
Business’s assets and liabilities that were components of current
assets – discontinued operations and current liabilities –
discontinued operations, were as follows:
TEEKAY CORPORATION AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share and per share data)
|
|
|
|
|
|
|
|
|
|
|
As at December 31, |
|
|
|
2021
$ |
ASSETS |
|
|
|
Cash and cash equivalents |
|
|
101,190 |
Other assets |
|
|
264,537 |
Vessels and equipment |
|
|
2,831,530 |
Net investment in direct financing and sales-type leases,
net |
|
|
480,508 |
|
|
|
|
|
|
|
|
|
|
|
|
Investment in and loans, net to equity-accounted
investments |
|
|
1,126,674 |
|
|
|
|
Current assets – discontinued operations |
|
|
4,804,439 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets – discontinued operations |
|
|
4,804,439 |
|
|
|
|
LIABILITIES |
|
|
|
Long-term debt |
|
|
1,379,642 |
Obligations related to finance leases |
|
|
1,268,990 |
Other liabilities |
|
|
228,997 |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities – discontinued operations |
|
|
2,877,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities – discontinued operations |
|
|
2,877,629 |
22. Subsequent Events
In October 2022, the Company delivered and transferred ownership of
the
Petrojarl Foinaven
FPSO unit to a European-based shipyard for green
recycling.
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following Management’s Discussion and Analysis of Financial
Condition and Results of Operations should be read in conjunction
with the unaudited consolidated financial statements and
accompanying notes contained in “Item 1 – Financial Statements” of
this Report on Form 6-K and with our audited consolidated financial
statements contained in “Item 18 – Financial Statements” and with
Management’s Discussion and Analysis of Financial Condition and
Results of Operations in “Item 5 – Operating and Financial Review
and Prospects” in our Annual Report on Form 20-F for the year ended
December 31, 2021. Included in our Annual Report on Form 20-F
is important information about items that you should consider when
evaluating our results, including an explanation of our
organizational structure, information about the types of contracts
we enter into and certain non-GAAP measures we utilize to measure
our performance. Unless otherwise indicated, references in this
Report to “Teekay,” the “Company,” “we,” “us” and “our” and similar
terms refer to Teekay Corporation and its
subsidiaries.
Overview
Teekay Corporation (or
Teekay)
is a leading
provider of international crude oil and other marine transportation
services. Teekay
currently
provides these services
directly and
through its controlling ownership interest in Teekay Tankers Ltd.
(NYSE: TNK)
(or
Teekay Tankers),
one of the world’s largest owners and operators of mid-sized crude
oil tankers. As at September 30, 2022, we
also directly owned one floating production storage and offloading
(or
FPSO)
unit (which was sold in October 2022) and a marine services
business in Australia. Teekay and its subsidiaries, other than
Teekay Tankers, are referred to herein as
Teekay Parent.
As of September 30, 2022, we had economic interests in Teekay
Tankers of 28.5% and a majority of its voting power.
On October 4, 2021, Teekay LNG Partners L.P. (or
Teekay LNG Partners)
(now known as Seapeak LLC (or
Seapeak)),
Teekay LNG Partners' general partner, Teekay GP L.L.C. (or
Teekay GP),
an investment vehicle (or
Acquiror)
managed by Stonepeak Partners L.P., and a wholly-owned subsidiary
of Acquiror (or
Merger Sub)
entered into an agreement and plan of merger (or the
Merger Agreement)
by which Stonepeak would acquire Teekay LNG Partners. On January
13, 2022, Teekay announced the closing of the merger (or the
Merger)
pursuant to the Merger Agreement and related transactions. As part
of the Merger and other transactions, Teekay sold all of its
ownership interest in Teekay LNG Partners, including approximately
36.0 million Teekay LNG Partners common units, and Teekay GP
(equivalent to approximately 1.6 million Teekay LNG Partners common
units), for $17.00 per common unit or common unit equivalent in
cash. As consideration, Teekay received total gross cash proceeds
of approximately $641 million. Furthermore, on January 13, 2022,
Teekay transferred certain management services companies to Teekay
LNG Partners that provided, through existing services agreements,
comprehensive managerial, operational and administrative services
to Teekay LNG Partners, its subsidiaries and certain of its joint
ventures. Due to negative working capital in these subsidiaries on
the date of purchase, Teekay paid Teekay LNG Partners $4.9 million
to assume ownership of them. Concurrent with closing of the
transaction, Teekay and Teekay LNG Partners entered into a
transition services agreement whereby each party agreed to provide
certain services, consisting primarily of corporate services that
were previously shared by the entire Teekay organization, to the
other party for a period following closing to allow for the orderly
separation of these functions into two standalone operations.
Teekay's former general partner interest in Teekay LNG Partners,
all of its former common units in Teekay LNG Partners, and certain
subsidiaries which collectively contained the shore-based
management operations of Teekay LNG Partners and certain of Teekay
LNG Partners’ joint ventures are referred to herein as the
"Teekay
Gas Business".
ITEMS YOU SHOULD CONSIDER WHEN EVALUATING OUR RESULTS
There are a number of factors that should be considered when
evaluating our historical financial performance and assessing our
future prospects and we use a variety of financial and operational
terms and concepts when analyzing our results of operations. These
items can be found in "Item 5 – Operating and Financial Review
and Prospects” in our Annual Report on Form 20-F for the year ended
December 31, 2021.
Conflict in Ukraine
In late February 2022, the Russian Federation invaded Ukraine. This
follows Russia’s involvement in divesting control by Ukraine of the
Crimea region and certain parts of south-eastern Ukraine starting
in 2014. In response to both events, the United States, several
European Union nations, and other countries announced a series of
sanctions and executive orders against citizens, entities, and
activities connected to Russia and, with respect to the sanctions
and orders announced in 2022, Belarus. The sanctions imposed
following the 2022 invasion have been numerous and significant in
scope. In addition, the United States, the European Union, and
several other countries have announced prohibitions on the
importation of Russian oil or intentions to cut back on their
reliance on Russian oil. Furthermore, several of the world’s
largest oil and gas companies, pension and wealth funds and other
asset managers have announced divestments of Russian holdings and
assets, including those related to the crude oil and petroleum
products industries. As a result of these measures, crude oil and
petroleum product trading patterns are being significantly impacted
as some countries are looking to reduce imports of Russian oil
while Russia is having to find alternative markets for its oil
exports. There is also a risk that Russian oil production and
exports could decline as a result of sanctions should they be
unable to find alternative markets for their oil. The conflict is
ongoing and, as a result, additional sanctions and executive orders
may be implemented that could further impact the trade of crude oil
and petroleum products, as well as the supply of Russian oil to the
global market and the demand for, and price of, oil and petroleum
products.
Novel Coronavirus (COVID-19) Pandemic
The COVID-19 pandemic resulted in a significant decline in global
demand for oil during 2020; although oil demand has partially
recovered since 2020, new outbreaks may continue to have a negative
impact on oil demand in the future. As our business is primarily
the transportation of crude oil and refined petroleum products on
behalf of our customers, any significant decrease in demand for the
cargo we transport could adversely affect demand for our vessels
and services.
For the three and nine months ended September 30, 2022, we did
not experience any material business interruptions as a result of
the COVID-19 pandemic. Spot tanker rates came under pressure from
mid-May 2020 through the beginning of 2022 as a result of
significantly reduced oil demand due to the COVID-19 pandemic and
the subsequent decision by the OPEC+ group of oil producers to
implement record oil supply cuts. Reduced oil production from other
oil producing nations due to the impact of the COVID-19 pandemic,
as well as the unwinding of floating storage and the delivery of
newbuilding vessels to the world tanker fleet, also contributed to
the weakness in tanker rates. Spot tanker rates have undergone a
substantial recovery during 2022 due to an increase in oil demand
as many countries started to ease, or remove, COVID-19
restrictions, couples with changing seaborne oil trade patterns
following the Russian Federation's invasion of Ukraine in late
February 2022. We continue to monitor the potential impact of the
COVID-19 pandemic on us and our industry, including counterparty
risk associated with our vessels under contract and the impact on
potential vessel impairments. We have also introduced a number of
measures to protect the health and safety of the crews on our
vessels and our onshore staff.
Effects of the COVID-19 pandemic may include, among others:
deterioration of worldwide, regional or national economic
conditions and activity and of demand for oil, including due to a
potential slowdown in oil demand due to a resurgence of COVID-19
cases and variants in many regions and the potential for continued
or renewed restrictions and lockdowns; operational disruptions to
us or our customers due to worker health risks and the effects of
regulations, directives or practices implemented in response to the
pandemic (such as travel restrictions for individuals and vessels
and quarantining and physical distancing); potential delays in (a)
the loading and discharging of cargo on or from our vessels, (b)
vessel inspections and related certifications by class societies,
customers or government agencies, (c) maintenance, modifications or
repairs to, or dry docking of, our existing vessels due to worker
health or other business disruptions, and (d) the timing of crew
changes; reduced cash flow and financial condition, including
potential liquidity constraints; potential reduced access to
capital as a result of any credit tightening generally or due to
declines in global financial markets; potential reduced ability to
opportunistically sell any of our vessels on the second-hand
market, either as a result of a lack of buyers or a general decline
in the value of second-hand vessels; potential decreases in the
market values of our vessels and any related impairment charges or
breaches relating to vessel-to-loan financial covenants; and
potential deterioration in the financial condition and prospects of
our customers or business partners.
Given the dynamic nature of the pandemic, including the development
of variants of the virus that causes COVID-19 and the levels of
effectiveness and delivery of vaccines and other actions to contain
or treat the virus, the duration of any potential business
disruption and the related financial impact, and the effects on us
and our suppliers, customers and industry, cannot be reasonably
estimated at this time and could materially affect our business,
results of operations and financial condition. Please read
“Item 3. Key Information - Risk Factors” in our Annual Report
on Form 20-F for the year ended December 31, 2021 for
additional information about the potential risks of the COVID-19
pandemic on our business.
Presentation of Our Results of the Teekay Gas Business
On October 4, 2021, we entered into agreements to sell our general
partner interest in Teekay LNG Partners (now known as Seapeak), all
of our common units in Teekay LNG Partners, and certain
subsidiaries which collectively contained the shore-based
management operations of the Teekay Gas Business (see "Overview"
above). These transactions closed on January 13, 2022. All revenues
and expenses of the Teekay Gas Business prior to the sale and for
the periods covered by the consolidated statements of income in
these unaudited consolidated financial statements have been
aggregated and presented separately from the continuing operations
of Teekay. As such, the following sections consisting of "Operating
Results – Teekay Tankers", "Operating Results – Teekay Parent" and
"Other Consolidated Operating Results" exclude the results of the
Teekay Gas Business.
RECENT DEVELOPMENTS AND RESULTS OF OPERATIONS
The following table (a) presents revenues and income (loss) from
vessel operations for Teekay Tankers and Teekay Parent, and (b)
reconciles these amounts to our unaudited consolidated financial
statements. Revenue and income from the Teekay Gas Business are not
included in the following table and have been presented separately
in “Operating Results – Teekay Gas Business”. Please read "Item 1 –
Financial Statements: Note 4 – Segment Reporting" for information
about our lines of business and segments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
Income (Loss) from Vessel Operations |
Three Months ended |
|
Nine Months Ended |
|
Three Months ended |
|
Nine Months Ended |
|
September 30, |
|
September 30, |
|
September 30, |
|
September 30, |
(in thousands of U.S. Dollars) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
2022 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teekay Tankers |
279,386 |
|
115,890 |
|
695,793 |
|
382,059 |
|
75,372 |
|
(41,494) |
|
101,674 |
|
(172,771) |
Teekay Parent |
23,813 |
|
32,433 |
|
100,912 |
|
103,956 |
|
8,013 |
|
(4,044) |
|
(4,071) |
|
14,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Teekay Corporation Consolidated |
303,199 |
|
148,323 |
|
796,705 |
|
486,015 |
|
83,385 |
|
(45,538) |
|
97,603 |
|
(158,263) |
SUMMARY
Teekay's consolidated income from vessel operations was $97.6
million for the nine months ended September 30, 2022, compared
to consolidated loss from vessel operations of $158.3 million for
the same period last year. The primary reasons for this improvement
in our consolidated income from vessel operations are as
follows:
•an
increase of $168.1 million as a result of higher overall average
realized spot TCE rates earned by Teekay Tankers' Suezmax tankers,
Aframax tankers and Long-Rage 2 (or
LR2)
product tankers during the first three quarters of 2022, as well as
higher earnings from its full service lightering (or
FSL)
dedicated vessels;
•an
increase of $87.8 million due to a decrease in write-downs as
Teekay Tankers recorded the impairment of two right-of-use assets
during the first three quarters of 2022, compared to the impairment
of seven of its tankers and one of its right-of-use assets, as well
as the write-downs of two of its tankers that were held for sale
during the same period in the prior year;
•an
increase of $13.0 million due to the gain on sale of the
Sevan Hummingbird
FPSO unit in the third quarter of 2022;
•an
increase of $9.2 million due to gains on the sales of three of
Teekay Tankers' vessels during the first three quarters of 2022,
compared to the gain on sale of one of its tankers during the third
quarter of 2021;
partially offset by:
•a
decrease of $33.0 million due to a gain on the extinguishment of
the asset retirement obligation relating to the
Petrojarl Banff
FPSO unit recognized in the second quarter of 2021.
Teekay Tankers
As at September 30, 2022, Teekay Tankers owned 44
double-hulled conventional oil and product tankers,
time-chartered-in three Aframax tankers and one LR2 product tanker
and owned a 50% interest in one Very Large Crude Carrier (or
VLCC).
Recent Developments in Teekay Tankers
During the first quarter of 2022, Teekay Tankers agreed to sell one
Suezmax tanker and two Aframax tankers for a total price of $43.6
million. The Suezmax tanker was delivered to its new owner in
February 2022, and the Aframax tankers were delivered to their new
owners in April 2022.
In March 2022, Teekay Tankers completed a $177.3 million
sale-leaseback financing transaction relating to eight Suezmax
tankers. Each vessel is leased on a bareboat charter ranging from
six to nine-year terms, with purchase options available commencing
at the end of the second year.
In April 2022, Teekay Tankers completed a $114.0 million
sale-leaseback financing transaction relating to four LR2 products
tankers and one Suezmax tanker. Each vessel is leased on a bareboat
charter ranging from seven to eight-year terms, with purchase
options available throughout the lease terms and a purchase
obligation at the end of the leases.
In June 2022, Teekay Tankers entered into a time charter-in
contract for an Aframax tanker for a two-year term at a rate of
$23,000 per day. The vessel was delivered to Teekay Tankers in July
2022.
In July 2022, Teekay Tankers agreed to sell one Aframax tanker for
$24.8 million, which resulted in a gain of $8.2 million during the
three and nine months ended September 30, 2022. The tanker was
delivered to its new owner in September 2022.
Operating Results – Teekay Tankers
The following table compares Teekay Tankers’ operating results,
equity income (loss) and number of calendar-ship-days for its
vessels for the three and nine months ended September 30, 2022
and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of U.S. Dollars, except
calendar-ship-days) |
Three Months ended |
|
Nine Months Ended |
September 30, |
|
September 30, |
2022 |
|
2021 |
|
2022 |
|
2021 |
Revenues |
279,386 |
|
115,890 |
|
695,793 |
|
382,059 |
Voyage expenses |
(135,013) |
|
(78,335) |
|
(363,615) |
|
(219,153) |
Vessel operating expenses |
(35,983) |
|
(39,103) |
|
(114,239) |
|
(125,280) |
Time-charter hire expenses |
(7,236) |
|
(2,870) |
|
(19,339) |
|
(8,638) |
Depreciation and amortization |
(24,251) |
|
(25,837) |
|
(74,574) |
|
(79,416) |
General and administrative expenses |
(9,687) |
|
(10,542) |
|
(30,827) |
|
(34,245) |
Gain on sale and (write-down) of assets |
8,156 |
|
(697) |
|
8,888 |
|
(88,098) |
Restructuring charges |
— |
|
— |
|
(413) |
|
— |
Income (loss) from vessel operations |
75,372 |
|
(41,494) |
|
101,674 |
|
(172,771) |
|
|
|
|
|
|
|
|
Equity income (loss) |
221 |
|
(873) |
|
(1,464) |
|
(2,061) |
|
|
|
|
|
|
|
|
Calendar-Ship-Days
(1)
|
|
|
|
|
|
|
|
Conventional Tankers |
4,446 |
|
4,685 |
|
13,396 |
|
14,110 |
(1)Calendar-ship-days
presented relate to only owned and in-chartered consolidated
vessels.
Tanker Market
Crude tanker spot rates increased counter-seasonally during the
third quarter of 2022 as the conflict in Ukraine continues to
reshape global oil trading patterns. Short-haul exports of Russian
crude oil into Europe have continued to decline, averaging 1.7
million barrels per day (or
mb/d)
during the third quarter of 2022 compared with with 2.7 mb/d prior
to the invasion. Much of this oil has been redirected to India and
China on mid-size tankers, which has created significant
incremental tanker tonne-mile demand. In addition, Europe has been
replacing Russian oil with imports from more more distant
locations, including the U.S. Gulf, Latin America, West Africa, and
the Middle East, further contributing to mid-size tanker tonne-mile
demand. Despite these changes, the European Union was still
importing around 1.5 mb/d of seaborne crude oil and 0.8 mb/d of
refined products from Russia during September 2022. These imports
are expected to be banned effective December 5, 2022 and February
5, 2023, respectively, which is expected to create further tanker
tonne-mile demand in the coming months. The full impact of these
trade pattern changes, coupled with normal winter factors such as
weather delays and an increase in oil demand due to gas-to-oil
switching as a result of record high natural gas prices in Europe,
are expected to cause the tanker market to remain firm through the
winter months and into the early part of 2023.
Looking ahead, a potential slowing of the global economy due partly
to inflationary pressures and rising interest rates means that the
outlook for 2023 has become more uncertain. Nevertheless, the major
oil agencies are still forecasting relatively robust oil demand
growth next year due to continued gas-to-oil switching and an
expected post-COVID rebound in Asian oil demand, particularly in
China. Global oil demand is expected to grow by 1.8 mb/d in 2023 as
per the average of forecasts from the IEA, EIA, and OPEC, which
would return demand to pre-COVID levels. Non-OPEC+ supply is
projected to grow by a robust 1.8 mb/d in 2023 according to the
IEA, most of which is expected to be from Atlantic Basin suppliers
such as the U.S., Brazil, Guyana, Norway, and Canada. With the
majority of oil demand growth expected to come from Asian
countries, this should lead to an increase in long-haul movements
from the Atlantic Basin to the Pacific Basin, which would be
positive for tonne-mile demand. However, offsetting this will be
lower supply from OPEC+ due to a new round of supply cuts and
potentially lower production from Russia once the EU ban on
seaborne imports comes into effect. In early-October 2022, OPEC+
announced a supply cut of 2 mb/d from existing baselines, effective
from November 2022 and running to the end of 2023. However, since
many countries are already producing well below their current
targets, the actual net cut to production could be closer to 1
mb/d, with most of the production cuts coming from the Middle East.
Although this is negative for seaborne trade volumes, it could
result in Asian countries sourcing more barrels from the Atlantic
Basin, which may increase transportation distances.
Fleet supply fundamentals continue to look very positive as a lack
of new tanker ordering is causing a rapidly shrinking orderbook. As
of September 30, 2022, just under 5 million deadweight tons of new
tanker orders have been placed. At this pace, total tanker orders
in 2022 are set to be the lowest since the 1980s. This is highly
unusual given the relatively strong tanker market in recent months,
as periods of stronger freight rates have in the past tended to
result in an increase in new tanker orders. However, we believe
very high newbuilding prices, a lack of shipyard capacity through
the end of 2025 due to high levels of containership and LNG carrier
orders, and uncertainty over vessel technology have deterred owners
from ordering new tankers during the current upturn. As a result,
the orderbook, when measured as a percentage of the existing fleet,
has fallen to a record low of just over 4% as of October 2022.
Coupled with an aging tanker fleet, which may affect scrapping
levels, we expect relatively low fleet growth in 2023 and
potentially negative fleet growth in 2024 and 2025.
In summary, the tanker market is expected to remain firm over the
coming months due to the continued rerouting of Russian oil exports
away from Europe and the subsequent backfilling of imports into
Europe from other more distant sources, both of which are creating
significant tonne-mile demand in the mid-size tanker sectors. The
tanker market is also expected to remain firm in 2023, although the
outlook has become more uncertain in recent months due to global
economic risks and their potential impact on oil demand. However,
we maintain a positive outlook over the next two to three years due
to the best fleet supply fundamentals in several decades, which we
believe should support tanker rates in the coming
years.
Net Revenues.
Net revenues were $144.4 million and $332.2 million for the three
and nine months ended September 30, 2022, compared to $37.6
million and $162.9 million for the same periods in the prior
year.
The increases for the three and nine months ended
September 30, 2022, compared to the same periods in the prior
year were primarily the result of:
•increases
of $97.8 million and $164.4 million for the three and nine months
ended September 30, 2022, respectively, due to higher overall
average realized spot rates earned by Teekay Tankers' Suezmax
tankers, Aframax tankers and LR2 product tankers compared to the
same periods in the prior year;
•net
increases of $6.5 million and $5.6 million for the three and nine
months ended September 30, 2022, respectively, primarily due
to the addition of one LR2 chartered-in tanker and two Aframax
chartered-in tankers that were delivered to us during the second
half of 2021 and the third quarter of 2022, partially offset by the
sale of seven Aframax tankers and one Suezmax tanker at various
times during 2021 and the first three quarters of 2022, as well as
the redeliveries of one Aframax chartered-in tanker and one LR2
chartered-in tanker to their owners during the first quarter of
2021;
•a
net increase of $4.2 million for the three months ended
September 30, 2022, primarily due to certain vessels returning
from time charter-out contracts during the second quarter of 2022
earning higher average spot rates during the third quarter of 2022
compared to their previous fixed rates earned in the same period in
the prior year, as well as one Aframax tanker commencing on a time
charter-out contract during the fourth quarter of 2021 and earning
a higher fixed rate during the third quarter of 2022 compared to
the average spot rate in the third quarter of 2021;
•an
increase of $4.6 million for the nine months ended
September 30, 2022, due to higher net results from Teekay
Tankers' FSL activities resulting from higher overall average FSL
spot rates and an increase in the number of FSL voyages compared to
the same period in the prior year; and
•an
increase of $1.3 million for the nine months ended
September 30, 2022, due to higher ship-to-ship (or
STS)
support service revenues resulting from a higher number of
operations compared to the same period in the prior
year;
partially offset by:
•a
net decrease of $6.2 million for the nine months ended
September 30, 2022, primarily due to certain vessels returning
from time charter-out contracts and earning lower average spot
rates during the first half of 2022 compared to previous fixed
rates, partially offset by one Aframax tanker commencing on a time
charter-out contract during the fourth quarter of 2021 and earning
a higher fixed rate during the first three quarters of 2022
compared to the average spot rate in the first three quarters of
2021.; and
•a
decrease of $1.9 million for the three months ended
September 30, 2022, due to more off-hire days and higher
off-hire bunker expenses related to an increased number of
scheduled dry dockings and ballast water treatment system
installations compared to the same period in the prior
year.
Vessel Operating Expenses.
Vessel operating expenses were $36.0 million and $114.2 million for
the three and nine months ended September 30, 2022,
respectively, compared to $39.1 million and $125.3 million for the
same periods in the prior year. The decreases were primarily due to
reductions of $3.5 million and $9.8 million for the three and nine
months ended September 30, 2022, respectively, due to the sale
of eight tankers during 2021 and the first three quarters of 2022,
decreases of $1.9 million and $1.0 million for the three and nine
months ended September 30, 2022, respectively, mainly due to
lower expenditures for crewing-related costs and a decrease of $2.1
million for the nine months ended September 30, 2022 due to
the timing of repair and planned maintenance activities and lower
expenditures for ship management costs during the first three
quarters of 2022, partially offset by an increase of $1.5 million
for the three months ended September 30, 2022 due to the
timing of repair and planned maintenance activities, increases of
$0.7 million for the three and nine months ended September 30,
2022 due to higher insurance premiums related to certain vessels,
and an increase of $0.7 million for the nine months ended
September 30, 2022 due to a higher volume of STS support
service activities during the first three quarters of
2022.
Time-charter Hire Expenses.
Time-charter hire expenses were $7.2 million and $19.3 million for
the three and nine months ended September 30, 2022,
respectively, compared to $2.9 million and $8.6 million for the
same periods in the prior year. The increases were primarily due to
increases of $4.8 million and $12.9 million for the three and nine
months ended September 30, 2022, respectively, due to the
deliveries to us of four chartered-in vessels during the second
half of 2021 and the first three quarters of 2022, including three
tankers and one lightering support vessel, and one tanker
chartered-in on a short-term contract during the first three
quarters of 2022, as well as an increase of $0.7 million for the
nine months ended September 30, 2022 resulting from a lower
expense in the corresponding period of the prior year due to the
impairments of an operating lease right-of-use asset related to one
chartered-in vessel during 2021, partially offset by a lower daily
charter rate for this chartered-in vessel as part of its new
contract, which was entered into during the third quarter of 2021,
as well as a decrease of $0.6 million and $3.0 million for the
three and nine months ended September 30, 2022, respectively,
due to the redeliveries to their owners of four chartered-in
vessels during 2021, including two tankers and two lightering
support vessels.
Depreciation and Amortization.
Depreciation and amortization expenses were $24.3 million and $74.6
million for the three and nine months ended September 30,
2022, respectively, compared to $25.8 million and $79.4 million for
the same periods in the prior year. The decreases were primarily
due to reductions of $2.0 million and $6.1 million for the three
and nine months ended September 30, 2022, respectively, due to
the sale of eight tankers during 2021 and the first three quarters
of 2022, and a decrease of $4.2 million for the nine months ended
September 30, 2022 resulting from the impairments of seven
tankers during the first half of 2021, partially offset by net
increases of $0.4 million and $5.4 million for the three and nine
months ended September 30, 2022, respectively, primarily due
to depreciation related to capitalized expenditures associated with
dry dockings and modifications to Teekay Tankers' vessels during
2021 and 2022.
General and Administrative Expenses.
General and administrative expenses were $9.7 million and $30.8
million for the three and nine months ended September 30,
2022, respectively, compared to $10.5 million and $34.2 million for
the same periods in the prior year. The decreases were primarily
due to lower administrative, strategic management, and other fees
incurred under Teekay Tankers' management agreement with a
subsidiary of Teekay Corporation (or
Teekay)
primarily due to organizational changes, as well as the timing of
equity-based compensation and other general corporate
expenditures.
Gain on Sale and (Write-Down) of Assets.
The gain on sale and (write-down) of assets of $8.2 million and
$8.9 million for the three and nine months ended September 30,
2022, respectively, were due to:
•the
sale of one Aframax tanker in September 2022, which resulted in a
gain of $8.2 million during the three and nine months ended
September 30, 2022; and
•the
sale of two Aframax tankers in April 2022, which resulted in an
aggregate gain of $1.2 million during the nine months ended
September 30, 2022, including the reversal of the previous
write-down of one of these tankers that had been recorded during
the fourth quarter of 2021, which reversal was made to reflect the
tanker's agreed sales price and resulted in a gain of $0.6 million
during the nine months ended September 30, 2022;
partially offset by:
•the
impairment recorded on two of Teekay Tankers' operating lease
right-of-use assets resulting from a decline in short-term
time-charter rates, which resulted in a write-down of $1.1 million
during the nine months ended September 30, 2022.
The write-downs of assets of $0.7 million and $88.1 million for the
three and nine months ended September 30, 2021, respectively, were
due to:
• the write-down of one Aframax tanker,
which was held for sale, by $0.9 million to its estimated sales
price during the three and nine months ended September 30,
2021;
•the
sale of one Aframax tanker during the third quarter of 2021, which
resulted in a gain on sale of $0.2 million during the three and
nine months ended September 30, 2021, as well as a write-down of
$1.7 million to its estimated sales price during the nine months
ended September 30, 2021;
•the
impairments recorded on three Suezmax tankers, three LR2 tankers
and one Aframax tanker due to a weaker short-term tanker market
outlook and a reduction in certain charter rates, resulting from
the economic climate to which the COVID-19 pandemic was a
contributing factor, which resulted in a write-down of $85.0
million for the nine months ended September 30, 2021;
and
•the
impairment recorded on one of Teekay Tankers' operating lease
right-of-use assets resulting from a decline in short-term time
charter rates, which resulted in a write-down of $0.7 million
during the nine months ended September 30, 2021.
Teekay Parent
As at September 30, 2022, Teekay Parent had one remaining
100%-owned FPSO unit, the
Petrojarl Foinaven,
which was included in Teekay Parent’s Offshore Production business.
On October 21, 2022, Teekay Parent delivered the
Petrojarl Foinaven
FPSO unit to a European-based shipyard for green recycling. On July
1, 2022, Teekay Parent completed the sale of the
Sevan Hummingbird
FPSO unit to a third party. Teekay Parent had delivered the
Petrojarl Banff
FPSO unit to a shipyard for recycling in May 2021.
Included in Teekay Parent’s Marine Services and Other segment was
one FSO unit in-chartered from Altera Infrastructure L.P.
(or
Altera)
until March 1, 2021, when it was redelivered. The remaining portion
of the Marine Services and Other segment primarily relates to
Teekay Parent's marine services business in Australia, marine
services provided to Altera, and Teekay Parent's corporate general
and administrative expenses. Teekay Parent’s business of providing
marine and corporate services to Teekay LNG Partners'
equity-accounted joint ventures is not included in the following
table and has been presented as part of the section “Operating
Results – Teekay Gas Business”.
Recent Developments in Teekay Parent
As described above in the “Overview” section, in October 2021,
Teekay agreed to sell all of its interest in Teekay LNG Partners
(now known as Seapeak) in connection with the acquisition of Teekay
LNG Partners by an affiliate of Stonepeak. The sale closed on
January 13, 2022.
In February 2022, Spirit Energy, the charterer of the
Sevan Hummingbird
FPSO unit, provided a formal notice of termination of the FPSO
charter contract, and oil production ceased on the Chestnut oil
field on March 31, 2022. The FPSO charter contract was terminated
on June 30, 2022 upon completion of the decommissioning activities.
In April 2022, Teekay Parent entered into an agreement to sell
the
Sevan Hummingbird
FPSO unit to a third party, which sale was completed on July 1,
2022 for gross proceeds of $13.3 million and Teekay Parent
recognized a gain of $13.0 million during the third quarter of
2022. The proceeds from the sale of the
Sevan Hummingbird
FPSO unit are expected to cover the decommissioning costs for the
unit, the majority of which were incurred in the second quarter of
2022.
In April 2021, BP announced its decision to suspend production from
the Foinaven oil fields and permanently remove the
Petrojarl
Foinaven
FPSO unit from the site. In August 2022, BP redelivered the FPSO
unit to us and upon redelivery, the Company received a fixed lump
sum payment of $11.6 million from BP. The Company expects this
lump sum payment will cover substantially all of the cost of green
recycling the FPSO unit. On October 21, 2022, the Company delivered
the FPSO unit to a European-based shipyard for green
recycling.
Operating Results – Teekay Parent
The following tables compare Teekay Parent’s operating results, and
the number of calendar-ship-days for its vessels for the three and
nine months ended September 30, 2022 and 2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of U.S. Dollars, except
calendar-ship-days) |
Offshore |
|
Marine Services |
|
Teekay Parent |
Production |
|
and Other |
|
Total |
|
Three Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021
(1)
|
|
2022 |
|
2021
(1)
|
Revenues |
(339) |
|
12,030 |
|
24,152 |
|
20,403 |
|
23,813 |
|
32,433 |
Vessel operating expenses |
(923) |
|
(9,308) |
|
(22,715) |
|
(18,546) |
|
(23,638) |
|
(27,854) |
General and administrative expenses
(2)
|
(120) |
|
(150) |
|
(3,806) |
|
(8,473) |
|
(3,926) |
|
(8,623) |
Gain on sale of asset |
12,975 |
|
— |
|
— |
|
— |
|
12,975 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring charges |
— |
|
— |
|
(1,211) |
|
— |
|
(1,211) |
|
— |
Income (loss) from vessel operations |
11,593 |
|
2,572 |
|
(3,580) |
|
(6,616) |
|
8,013 |
|
(4,044) |
|
|
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days |
|
|
|
|
|
|
|
|
|
|
|
FPSO Units |
93 |
|
184 |
|
— |
|
— |
|
93 |
|
184 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of U.S. Dollars, except
calendar-ship-days) |
Offshore |
|
Marine Services |
|
Teekay Parent |
Production |
|
and Other |
|
Total |
|
Nine Months Ended September 30, |
|
2022 |
|
2021 |
|
2022 |
|
2021
(1)
|
|
2022 |
|
2021
(1)
|
Revenues |
26,766 |
|
35,137 |
|
74,146 |
|
68,819 |
|
100,912 |
|
103,956 |
Voyage expenses |
— |
|
— |
|
— |
|
8 |
|
— |
|
8 |
Vessel operating expenses |
(30,529) |
|
(32,122) |
|
(67,062) |
|
(65,216) |
|
(97,591) |
|
(97,338) |
Time-charter hire expenses |
— |
|
— |
|
— |
|
(1,641) |
|
— |
|
(1,641) |
General and administrative expenses
(2)
|
(384) |
|
(878) |
|
(12,629) |
|
(22,246) |
|
(13,013) |
|
(23,124) |
Gain on sale of asset |
12,975 |
|
— |
|
— |
|
— |
|
12,975 |
|
— |
Asset retirement obligation extinguishment gain |
— |
|
32,950 |
|
— |
|
— |
|
— |
|
32,950 |
Restructuring charges |
(1,548) |
|
— |
|
(5,806) |
|
(303) |
|
(7,354) |
|
(303) |
Income (loss) from vessel operations |
7,280 |
|
35,087 |
|
(11,351) |
|
(20,579) |
|
(4,071) |
|
14,508 |
|
|
|
|
|
|
|
|
|
|
|
|
Calendar-Ship-Days
(3)
|
|
|
|
|
|
|
|
|
|
|
|
FPSO Units |
455 |
|
693 |
|
— |
|
— |
|
455 |
|
693 |
FSO Units |
— |
|
— |
|
— |
|
59 |
|
— |
|
59 |
|
|
|
|
|
|
|
|
|
|
|
|
(1)The
presentation of certain information reflects the Teekay Gas
Business as a discontinued operation of the Company, and the
historical comparative period presented has been recast as a
result.
(2)Includes
direct general and administrative expenses and indirect general and
administrative expenses allocated to offshore production, and
marine services and other based on estimated use of corporate
resources.
(3)Apart
from three FPSO units (one of which was delivered for recycling in
May 2021 and one of which was sold on July 1 2022), all remaining
calendar-ship-days presented relate to in-chartered
vessels.
Teekay Parent – Offshore Production
Income from vessel operations for Teekay Parent’s Offshore
Production business was $11.6 million and $7.3 million,
respectively, for the three and nine months ended
September 30, 2022, compared to income from vessel operations
of $2.6 million and $35.1 million, respectively, for the
three and nine months ended September 30, 2021.
The increase for the three months ended September 30, 2022 compared
to the same period in the prior year, was primarily due to the gain
on sale of the
Sevan Hummingbird
FPSO unit in July 2022, partially offset by a lower contribution
from this FPSO unit due to the cessation of oil production at the
end of the first quarter of 2022.
The decrease for the nine months ended September 30, 2022
compared to the same period in the prior year, was primarily due to
a gain from the derecognition of the ARO obligation relating to
the
Petrojarl Banff
FPSO unit in the second quarter of 2021, the cessation of oil
production for the
Sevan Hummingbird
FPSO unit at the end of first quarter of 2022, higher vessel
operating expenses related to decommissioning of the
Sevan
Hummingbird
FPSO unit during the first half of 2022, and restructuring charges
that were incurred during the first half of 2022 relating to the
termination of the charter contract for the
Sevan Hummingbird
FPSO unit, partially offset by the gain on sale of this
FPSO unit in the third quarter of 2022.
Teekay Parent – Marine Services and Other
Losses from vessel operations for Teekay Parent’s Marine Services
and Other segment were $3.6 million and $11.4 million,
respectively, for the three and nine months ended
September 30, 2022, compared to losses from vessel operations
of $6.6 million and $20.6 million, respectively, for the three and
nine months ended September 30, 2021. The decreases in losses for
the three and nine months ended September 30, 2022 were
primarily due to decreases in general and administrative expenses
relating to Teekay LNG Partners' share of our corporate unit cost
incurred prior to the sale of the Teekay Gas Business, which were
not included in the Teekay Gas Business discontinued operations
results, partially offset by restructuring charges (net of
recoveries from Seapeak) during the three and nine months ended
September 30, 2022.
Other Consolidated Operating Results
The following table compares our other consolidated operating
results for the three and nine months ended September 30, 2022 and
2021:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended |
|
Nine Months Ended |
September 30, |
|
September 30, |
(in thousands of U.S. Dollars) |
2022 |
|
2021 |
|
2022 |
|
2021 |
|
$ |
|
$ |
|
$ |
|
$ |
Interest expense |
(9,403) |
|
(16,889) |
|
(28,818) |
|
(53,006) |
Interest income |
1,753 |
|
40 |
|
2,773 |
|
113 |
Realized and unrealized gains (losses) on non-designated derivative
instruments |
1,698 |
|
(282) |
|
4,236 |
|
(98) |
|
|
|
|
|
|
|
|
Loss on bond repurchases |
(86) |
|
— |
|
(12,694) |
|
— |
Other - net |
4,805 |
|
(3,683) |
|
4,471 |
|
(9,253) |
Income tax (expense) recovery |
(1,517) |
|
816 |
|
(296) |
|
3,403 |
Interest Expense.
Interest expense decreased to $9.4 million and $28.8 million for
the three and nine months ended September 30, 2022, from $16.9
million and $53.0 million for the same periods in the prior year,
respectively, primarily due to:
•decreases
of $8.8 million and $22.3 million for the three and nine months
ended September 30, 2022, respectively, relating to Teekay
Parent, primarily due to the redemption in full of Teekay's 9.25%
senior secured notes due November 2022 (or
the 2022
Notes)
in January 2022 and the repurchase of a majority of Teekay's 5%
Convertible Senior Notes (or
Convertible Notes)
during the three and nine months ended September 30, 2022 (see
"Item 1 – Financial Statements: Note 9 – Long-Term Debt" for
further details); and
•an
increase of $0.4 million and a decrease of $1.9 million for the
three and nine months ended September 30, 2022, respectively,
relating to Teekay Tankers. The increase for the three months ended
September 30, 2022 compared to the same period in the prior
year was primarily due to a higher average London Interbank Offered
Rate (or
LIBOR),
partially offset by lower debt and lease principal balances. The
decrease for the nine months ended September 30, 2022 compared
to the same period in the prior year was primarily due to lower
debt and lease principal balances, partially offset by higher
average LIBOR, as well as the write-off of capitalized loan costs
resulting from the sale-leaseback transactions completed for 13 of
Teekay Tankers' vessels during the first half of 2022.
Interest Income.
Interest income increased by $1.7 million and $2.7 million for the
three and nine months ended September 30, 2022, compared to
the same periods in the prior year, primarily relating to the
proceeds Teekay Parent received from the sale of the Teekay Gas
Business as well as higher bank deposit rates in 2022 compared to
2021.
Realized and Unrealized Gains (Losses) on Non-designated Derivative
Instruments.
For the nine months ended September 30, 2022 and 2021, we had
interest rate swap agreements with aggregate average net
outstanding notional amounts of approximately $50.0 million and
$79.9 million, respectively, with average fixed rates of
approximately 0.8% and 2.0%, respectively. We incurred a realized
gain of $0.2 million and $0.2 million
for the three and nine months ended September 30, 2022,
respectively, compared to realized losses of $0.3 million and $1.2
million, respectively, for the same periods in the prior year under
the interest rate swap agreements.
Primarily as a result of changes in the long-term benchmark
interest rates during the three and nine months ended
September 30, 2022, compared with the same period in 2021, we
recognized unrealized gains of $1.0 million and $3.4 million under
the interest rate swap agreements during the three and nine months
ended September 30, 2022, respectively, compared to unrealized
gains of $0.3 million and $1.7 million for the same periods in the
prior year, respectively.
Loss on Bond Repurchases.
For the three and nine months ended September 30, 2022, we
incurred losses on bond repurchases relating to the redemption in
full of the 2022 Notes in January 2022 and the repurchase of a
majority of the Convertible Notes during the three and nine months
ended September 30, 2022. See "Item 1 – Financial Statements:
Note 9 – Long-Term Debt" for further details.
Other - net