6-KfalseSeptember 30, 20202020Q3TEEKAY
TANKERS LTD.0001419945December
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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, 2020
Commission file number 1-33867
___________________________________________________________
TEEKAY TANKERS LTD.
(Exact name of Registrant as specified in its charter)
___________________________________________________________
Suite 2000, 550 Burrard Street, Bentall 5, Vancouver, BC V6C 2K2
Canada
(Address of principal executive office)
___________________________________________________________
Indicate by check mark whether the registrant files or will file
annual reports under cover of Form 20-F or Form 40-F.
Form 20-F 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 TANKERS LTD.
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2020
INDEX
PART I – FINANCIAL INFORMATION
ITEM 1 – FINANCIAL STATEMENTS
TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF (LOSS) INCOME
(note 1)
(in thousands of U.S. Dollars, except share and per share
amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
|
$ |
|
$ |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
|
Voyage charter revenues
(note 3)
|
|
125,819 |
|
178,174 |
|
651,223 |
|
591,746 |
Time-charter revenues
(note 3)
|
|
42,180 |
|
1,909 |
|
92,733 |
|
6,815 |
|
|
|
|
|
|
|
|
|
Other revenues
(notes 3 and 4)
|
|
2,241 |
|
7,361 |
|
14,676 |
|
34,051 |
Total revenues |
|
170,240 |
|
187,444 |
|
758,632 |
|
632,612 |
|
|
|
|
|
|
|
|
|
Voyage expenses |
|
(57,777) |
|
(92,866) |
|
(238,576) |
|
(293,263) |
Vessel operating expenses
(note 13b)
|
|
(46,336) |
|
(48,539) |
|
(143,203) |
|
(156,726) |
Time-charter hire expenses |
|
(9,070) |
|
(10,637) |
|
(28,245) |
|
(30,877) |
Depreciation and amortization |
|
(29,992) |
|
(31,536) |
|
(89,170) |
|
(92,059) |
General and administrative expenses
(note 13b)
|
|
(9,887) |
|
(8,739) |
|
(28,957) |
|
(27,412) |
Write-down and loss on sale of assets (note 15) |
|
(44,973) |
|
— |
|
(45,164) |
|
— |
Restructuring charge (note
17)
|
(1,398) |
|
— |
|
(1,398) |
|
— |
(Loss) income from operations |
|
(29,193) |
|
(4,873) |
|
183,919 |
|
32,275 |
|
|
|
|
|
|
|
|
|
Interest expense |
|
(12,553) |
|
(16,134) |
|
(41,180) |
|
(49,683) |
Interest income |
|
337 |
|
138 |
|
1,160 |
|
724 |
Realized and unrealized (loss) gain on derivative
instruments
(note 8)
|
|
(414) |
|
1,453 |
|
(1,830) |
|
(1,172) |
Equity income |
|
46 |
|
68 |
|
5,174 |
|
652 |
Other (expense) income
(note 9)
|
|
(470) |
|
933 |
|
1,613 |
|
1,182 |
Net (loss) income before income tax |
|
(42,247) |
|
(18,415) |
|
148,856 |
|
(16,022) |
Income tax (expense) recovery
(note 10)
|
|
(2,187) |
|
(1,435) |
|
11,747 |
|
(5,688) |
Net (loss) income |
|
(44,434) |
|
(19,850) |
|
160,603 |
|
(21,710) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per common share amounts
(note 14)
|
|
|
|
|
|
|
|
|
- Basic (loss) earnings per share |
|
$ |
(1.32) |
|
$ |
(0.59) |
|
$ |
4.76 |
|
$ |
(0.65) |
- Diluted (loss) earnings per share |
|
$ |
(1.32) |
|
$ |
(0.59) |
|
$ |
4.73 |
|
$ |
(0.65) |
|
|
|
|
|
|
|
|
|
Weighted-average number of Class A and Class B common stock
outstanding (note
14)
|
|
|
|
|
|
|
|
|
- Basic |
|
33,738,143 |
|
33,623,608 |
|
33,712,124 |
|
33,610,936 |
- Diluted |
|
33,738,143 |
|
33,623,608 |
|
33,942,191 |
|
33,610,936 |
|
|
|
|
|
|
|
|
|
Related party transactions
(note 13)
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(notes 1 and 2)
(in thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
|
September 30, 2020 |
|
December 31, 2019 |
|
|
$
|
|
$
|
ASSETS |
|
|
|
|
Current |
|
|
|
|
Cash and cash equivalents |
|
120,872 |
|
88,824 |
Restricted cash – current
(note 16)
|
|
4,686 |
|
3,071 |
Accounts receivable |
|
46,247 |
|
95,648 |
Assets held for sale
(note 15)
|
|
— |
|
65,458 |
Due from affiliates
(note 13c)
|
|
3,323 |
|
697 |
Current portion of derivative assets
(note 8)
|
|
— |
|
577 |
Bunker and lube oil inventory |
|
33,444 |
|
49,790 |
Prepaid expenses |
|
13,561 |
|
10,288 |
Accrued revenue |
|
29,410 |
|
106,872 |
Total current assets |
|
251,543 |
|
421,225 |
Restricted cash – long-term
(note 16)
|
|
3,437 |
|
3,437 |
Vessels and equipment
|
|
|
|
|
At cost, less accumulated depreciation of $496.4 million (2019 -
$537.1 million)
(note 6)
|
|
1,131,742 |
|
1,223,085 |
Vessels related to finance leases, at cost, less accumulated
depreciation of $126.9 million
(2019 - $143.7 million)
(note 7)
|
|
484,776 |
|
527,081 |
Operating lease right-of-use assets
(note 7)
|
|
6,148 |
|
19,560 |
Total vessels and equipment |
|
1,622,666 |
|
1,769,726 |
Investment in and advances to equity-accounted joint
venture |
|
28,635 |
|
28,112 |
Derivative assets
(note 8)
|
|
— |
|
82 |
Other non-current assets |
|
1,175 |
|
1,923 |
Intangible assets at cost, less accumulated amortization of $3.6
million (2019 - $3.2 million) |
|
2,122 |
|
2,545 |
Goodwill |
|
2,426 |
|
2,426 |
Total assets |
|
1,912,004 |
|
2,229,476 |
LIABILITIES AND EQUITY |
|
|
|
|
Current |
|
|
|
|
Accounts payable |
|
41,761 |
|
70,978 |
Accrued liabilities
(notes 13c and 17)
|
|
41,511 |
|
59,735 |
Short-term debt
(note 5)
|
|
20,000 |
|
50,000 |
Due to affiliates
(note 13c)
|
|
2,932 |
|
2,139 |
Liabilities associated with assets held for sale
(note 15)
|
|
— |
|
2,980 |
Current portion of derivative liabilities
(note 8)
|
|
755 |
|
86 |
Current portion of long-term debt
(note 6)
|
|
10,962 |
|
43,573 |
Current obligations related to finance leases
(note 7)
|
|
26,794 |
|
25,357 |
Current portion of operating lease liabilities
(note 7)
|
|
7,602 |
|
16,290 |
Other current liabilities |
|
3,696 |
|
8,567 |
Total current liabilities |
|
156,013 |
|
279,705 |
Long-term debt
(note 6)
|
|
204,103 |
|
516,106 |
Long-term obligations related to finance leases
(note 7)
|
|
369,278 |
|
389,431 |
Long-term operating lease liabilities
(note 7)
|
|
421 |
|
3,270 |
Derivative liabilities
(note 8)
|
|
717 |
|
— |
Other long-term liabilities
(note 10)
|
|
29,683 |
|
51,044 |
Total liabilities |
|
760,215 |
|
1,239,556 |
Commitments and contingencies
(notes 5, 6, 7, and 8)
|
|
|
|
|
Equity |
|
|
|
|
Common stock and additional paid-in capital (585.0 million shares
authorized, 29.1 million Class A and 4.6 million Class B shares
issued and outstanding as of September 30, 2020 and 585.0 million
shares authorized, 29.0 million Class A and 4.6 million Class B
shares issued and outstanding as at December 31, 2019)
(note 12)
|
|
1,298,821 |
|
1,297,555 |
Accumulated deficit |
|
(147,032) |
|
(307,635) |
Total equity |
|
1,151,789 |
|
989,920 |
Total liabilities and equity |
|
1,912,004 |
|
2,229,476 |
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(note 1)
(in thousands of U.S. Dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2020 |
|
2019 |
|
|
$ |
|
$ |
Cash, cash equivalents and restricted cash provided by (used
for) |
|
|
|
|
OPERATING ACTIVITIES |
|
|
|
|
Net income (loss) |
|
160,603 |
|
(21,710) |
Non-cash items: |
|
|
|
|
Depreciation and amortization |
|
89,170 |
|
92,059 |
Write-down and loss on sale of assets
(note 15)
|
|
45,164 |
|
— |
Unrealized loss on derivative instruments
(note 8)
|
|
1,948 |
|
3,960 |
Equity income |
|
(5,174) |
|
(652) |
Income tax (recovery) expense
(note 10)
|
|
(10,951) |
|
4,181 |
Other |
|
3,827 |
|
3,690 |
Change in operating assets and liabilities |
|
72,629 |
|
18,685 |
Expenditures for dry docking |
|
(9,405) |
|
(37,430) |
Net operating cash flow |
|
347,811 |
|
62,783 |
|
|
|
|
|
FINANCING ACTIVITIES |
|
|
|
|
Proceeds from short-term debt
(note 5)
|
|
235,000 |
|
125,000 |
Proceeds from long-term debt, net of issuance costs
(note
6)
|
|
544,872 |
|
56,788 |
Scheduled repayments of long-term debt
(note 6)
|
|
(10,366) |
|
(76,216) |
Prepayments of long-term debt
(note 6)
|
|
(882,495) |
|
(109,688) |
Prepayments of short-term debt
(note 5)
|
|
(265,000) |
|
(75,000) |
Proceeds from financing related to sales
and
leaseback of vessels
(note 8)
|
|
— |
|
63,720 |
Scheduled repayments of obligations related to finance
leases
(note 7)
|
|
(18,716) |
|
(18,075) |
Other |
|
(562) |
|
(126) |
Net financing cash flow |
|
(397,267) |
|
(33,597) |
|
|
|
|
|
INVESTING ACTIVITIES |
|
|
|
|
Proceeds from sale of assets (net of cash sold of $2.1
million)
(note 15)
|
|
85,892 |
|
— |
Expenditures for vessels and equipment |
|
(8,881) |
|
(7,210) |
Loan repayments from equity-accounted joint venture |
|
4,650 |
|
— |
Net investing cash flow |
|
81,661 |
|
(7,210) |
|
|
|
|
|
Increase in cash, cash equivalents and restricted cash |
|
32,205 |
|
21,976 |
Cash, cash equivalents and restricted cash, beginning of the
period |
|
96,790 |
|
60,507 |
Cash, cash equivalents and restricted cash, end of the
period |
|
128,995 |
|
82,483 |
Supplemental cash flow information
(note 16)
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(note 1)
(in thousands of U.S. Dollars, except share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Additional
Paid-in Capital
|
|
|
|
|
|
|
Thousands
of Common
Shares
#
|
|
Class A Common Shares
$
|
|
Class B Common Shares
$
|
|
Accumulated
Deficit
$
|
|
Total
$
|
Balance as at December 31, 2019 |
|
33,655 |
|
1,209,023 |
|
88,532 |
|
(307,635) |
|
989,920 |
Net income |
|
— |
|
— |
|
— |
|
106,839 |
|
106,839 |
Equity-based compensation
(note 12)
|
|
57 |
|
468 |
|
— |
|
— |
|
468 |
Balance as at March 31, 2020 |
|
33,712 |
|
1,209,491 |
|
88,532 |
|
(200,796) |
|
1,097,227 |
Net income |
|
— |
|
— |
|
— |
|
98,198 |
|
98,198 |
Equity-based compensation
(note 12)
|
|
26 |
|
374 |
|
— |
|
— |
|
374 |
Balance as at June 30, 2020 |
|
33,738 |
|
1,209,865 |
|
88,532 |
|
(102,598) |
|
1,195,799 |
Net loss |
|
— |
|
— |
|
— |
|
(44,434) |
|
(44,434) |
Equity-based compensation (note
12)
|
|
— |
|
424 |
|
— |
|
— |
|
424 |
Balance as at September 30, 2020 |
|
33,738 |
|
1,210,289 |
|
88,532 |
|
(147,032) |
|
1,151,789 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock and Additional
Paid-in Capital
|
|
|
|
|
|
|
Thousands
of Common
Shares
#
|
|
Class A Common Shares
$
|
|
Class B Common Shares
$
|
|
Accumulated
Deficit
$
|
|
Total
$
|
Balance as at December 31, 2018 |
|
33,570 |
|
1,207,397 |
|
88,532 |
|
(348,996) |
|
946,933 |
Net income |
|
— |
|
— |
|
— |
|
12,447 |
|
12,447 |
Equity-based compensation
(note 12)
|
|
54 |
|
668 |
|
— |
|
— |
|
668 |
Balance as at March 31, 2019 |
|
33,624 |
|
1,208,065 |
|
88,532 |
|
(336,549) |
|
960,048 |
Net loss |
|
— |
|
— |
|
— |
|
(14,307) |
|
(14,307) |
Equity-based compensation
(note 12)
|
|
— |
|
154 |
|
— |
|
— |
|
154 |
Balance as at June 30, 2019 |
|
33,624 |
|
1,208,219 |
|
88,532 |
|
(350,856) |
|
945,895 |
Net loss |
|
— |
|
— |
|
— |
|
(19,850) |
|
(19,850) |
Equity-based compensation
(note 12)
|
|
— |
|
242 |
|
— |
|
— |
|
242 |
Balance as at September 30, 2019 |
|
33,624 |
|
1,208,461 |
|
88,532 |
|
(370,706) |
|
926,287 |
The accompanying notes are an integral part of the unaudited
consolidated financial statements.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or 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).
These unaudited consolidated financial statements include the
accounts of Teekay Tankers Ltd., its wholly-owned subsidiaries,
equity-accounted joint venture and any variable interest entities
(or
VIEs)
of which it is the primary beneficiary (collectively, the
Company).
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.
Certain information and footnote disclosures required by GAAP for
complete annual financial statements have been omitted and,
therefore, these unaudited consolidated financial statements should
be read in conjunction with the Company’s audited consolidated
financial statements for the year ended December 31, 2019,
filed on Form 20-F with the U.S. Securities and Exchange Commission
(or the
SEC)
on April 15, 2020. In the opinion of management, these unaudited
consolidated financial statements reflect all adjustments,
consisting solely of a normal recurring nature, necessary to
present fairly, in all material respects, the Company’s unaudited
consolidated financial position, results of operations, and cash
flows for the interim periods presented. The results of operations
for the interim periods presented are not necessarily indicative of
those for a full fiscal year. Intercompany balances and
transactions have been eliminated upon consolidation.
In March 2020, the World Health Organization declared the outbreak
of a novel coronavirus (or
COVID-19)
as a pandemic. Given the dynamic nature of these circumstances, the
full extent to which the COVID-19 pandemic may have direct or
indirect impact on the Company's business and the related financial
reporting implications cannot be reasonably estimated at this time,
although the pandemic could materially affect the Company's
business, results of operations and financial condition in the
future. COVID-19 has resulted and may continue to result in a
significant decline in global demand for oil. As the Company's
business includes the transportation of crude oil and refined
petroleum products on behalf of customers, any significant decrease
in demand for the cargo the Company transports could adversely
affect demand for the Company's vessels and services. Spot tanker
rates have come under pressure since mid-May 2020 as a result of
record OPEC+ oil production cuts and lower production from other
oil producing countries, which reduced crude exports, and the
unwinding of floating storage. COVID-19 has also been a
contributing factor to the decline in short-term charter rates and
the increase in certain crewing-related costs, which has had an
impact on our cash flows, and was a contributing factor to the
write-down of certain tankers during the nine months ended
September 30, 2020 as described in Note 15 - Write-down and Loss on
Sale of Assets and the reduction in certain tax accruals as
described in Note 10 - Income Tax (Expense) Recovery.
Voyage Charter Revenues and Expenses
Voyage expenses incurred that are recoverable from the Company's
customers in connection with its voyage charter contracts are
reflected in voyage charter revenues and voyage expenses. The
Company recast prior periods to reflect this presentation. This had
the impact of increasing both voyage charter revenues and voyage
expenses by $5.1 million and $15.5 million for the three and nine
months ended September 30, 2019, respectively.
Reverse Stock Split
The per share amounts for all periods presented have been adjusted
to reflect a one-for-eight reverse stock split completed in
November 2019.
2. Recent Accounting
Pronouncements
In June 2016, the Financial Accounting Standards Board (or
FASB)
issued Accounting Standards Update 2016-13, Financial
Instruments - Credit Losses: Measurement of Credit Losses on
Financial Instruments (or
ASU 2016-13).
ASU 2016-13 introduces a new credit loss methodology, which
requires earlier recognition of potential credit losses, while also
providing additional transparency about credit risk. This new
credit loss methodology utilizes a lifetime "expected credit loss"
measurement objective for the recognition of credit losses for
loans, held-to-maturity debt securities and other receivables at
the time the financial asset is originated or acquired. The
expected credit losses are subsequently adjusted each period for
changes in expected lifetime credit losses. This methodology
replaces multiple existing impairment methods under previous GAAP
for these types of assets, which generally required that a loss be
incurred before it was recognized. The Company adopted this update
on January 1, 2020. The adoption of ASU 2016-13 did not have a
material impact on the Company's unaudited consolidated financial
statements.
In December 2019, the FASB issued ASU 2019-12 -
Income Taxes (Topic 740) Simplifying the Accounting for Income
Taxes (or
ASU 2019-12),
as part of its initiative to reduce complexity in the accounting
standards. The amendments in ASU 2019-12 eliminate
certain exceptions related to the approach for intraperiod tax
allocation, the methodology for calculating income taxes in an
interim period and the recognition of deferred tax liabilities for
outside basis differences, among other changes. The guidance
becomes effective for annual reporting periods beginning after
December 15, 2020 and interim periods within those fiscal years
with early adoption permitted. The Company is currently evaluating
the effect of adopting this new guidance.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
In March 2020, the FASB issued ASU 2020-04 - Reference Rate Reform
(Topic 848) Facilitation of the Effects of Reference Rate Reform on
Financial Reporting
(or
ASU 2020-04).
This ASU 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).
The amendments in this ASU apply only to contracts, hedging
relationships, and other transactions that reference LIBOR or
another reference rate expected to be discontinued. The amendments
in this ASU are effective through December 31, 2022. The Company is
currently evaluating the effect of adopting this new
guidance.
3. Revenue
The Company’s primary source of revenue is from chartering its
vessels (Aframax tankers, Suezmax tankers and Long Range 2
(or
LR2)
tankers) to its customers. The Company utilizes two primary forms
of contracts, consisting of voyage charters and
time-charters.
The extent to which the Company employs its vessels on voyage
charters versus time charters is dependent upon the Company’s
chartering strategy and the availability of time charters. Spot
market rates for voyage charters are volatile from period to
period, whereas time charters provide a stable source of monthly
revenue. The Company also provides ship-to-ship support services,
which include managing the
process of transferring cargo between seagoing ships
positioned alongside each other, either stationary or underway, as
well as commercial management services to third-party owners of
vessels. Prior to April 30, 2020, the Company managed liquefied
natural gas (or
LNG)
terminals and procured LNG-related goods for terminal owners and
other customers. For descriptions of these types of contracts, see
Item 18 - Financial Statements: Note 3 in the Company’s audited
consolidated financial statements filed with its Annual Report on
Form 20-F for the year ended December 31, 2019. On April 30,
2020, the Company completed the sale of the non-US portion of its
ship-to-ship support services business, as well as its LNG terminal
management business (see note 15).
The following table contains a breakdown of the Company's revenue
by contract type for the three and nine months ended
September 30, 2020 and September 30, 2019. All revenue is
part of the Company's tanker segment, except for revenue for the
non-US portion of the ship-to-ship support services and LNG
terminal management, consultancy, procurement, and other related
services, which are part of the Company's previously existing
ship-to-ship transfer segment. The Company’s lease income consists
of the revenue from its voyage charters and
time-charters.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
$
|
|
$ |
|
$ |
|
$ |
Voyage charter revenues |
|
|
|
|
|
|
|
Suezmax |
51,134 |
|
87,963 |
|
302,839 |
|
276,972 |
Aframax |
38,847 |
|
52,845 |
|
170,680 |
|
167,981 |
LR2 |
17,007 |
|
24,759 |
|
93,666 |
|
86,711 |
Full service lightering |
18,831 |
|
12,607 |
|
84,038 |
|
60,082 |
Total |
125,819 |
|
178,174 |
|
651,223 |
|
591,746 |
|
|
|
|
|
|
|
|
Time-charter revenues |
|
|
|
|
|
|
|
Suezmax |
35,133 |
|
1,909 |
|
81,700 |
|
4,978 |
Aframax |
4,725 |
|
— |
|
6,883 |
|
1,837 |
LR2 |
2,322 |
|
— |
|
4,150 |
|
— |
Total |
42,180 |
|
1,909 |
|
92,733 |
|
6,815 |
|
|
|
|
|
|
|
|
Other revenues |
|
|
|
|
|
|
|
Ship-to-ship support
services |
777 |
|
4,649 |
|
8,619 |
|
17,810 |
Commercial management |
1,464 |
|
1,893 |
|
5,665 |
|
6,219 |
LNG terminal management, consultancy,
procurement and other |
— |
|
819 |
|
392 |
|
10,022 |
Total |
2,241 |
|
7,361 |
|
14,676 |
|
34,051 |
|
|
|
|
|
|
|
|
Total revenues |
170,240 |
|
187,444 |
|
758,632 |
|
632,612 |
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
Charters-out
As at September 30, 2020, 11 (December 31, 2019 - five)
of the Company’s vessels operated under fixed-rate time charter
contracts, three of which are scheduled to expire in 2020, six of
which are scheduled to expire in 2021 and two of which are
scheduled to expire in 2022. As at September 30, 2020, the
minimum scheduled future revenues to be received by the Company
under these time charters were approximately $31.6 million
(remainder of 2020), $41.7 million (2021) and $5.2 million (2022)
(December 31, 2019 - $40.0 million (2020)). The hire payments
should not be construed to reflect a forecast of total charter hire
revenue for any of the periods. Future hire payments do not include
hire payments generated from new contracts entered into after
September 30, 2020, from unexercised option periods of
contracts that existed on September 30, 2020 or from variable
consideration, if any, under contracts. In addition, future hire
payments presented above have been reduced by estimated off-hire
time for required periodic maintenance and do not reflect the
impact of revenue sharing arrangements whereby time-charter
revenues are shared with other revenue sharing arrangement
participants. Actual amounts may vary given future events such as
unplanned vessel maintenance.
Contract Liabilities
As at September 30, 2020, the Company had $3.1 million
(December 31, 2019 - $7.5 million) of advanced payments
recognized as contract liabilities that are expected to be
recognized as time-charter revenues in subsequent periods and which
currently are included in other current liabilities on the
Company's unaudited consolidated balance sheets.
4. Segment Reporting
On April 30, 2020, the Company completed the sale of the non-US
portion of its ship-to-ship support services business, as well as
its LNG terminal management business. Following the sale, the
Company's remaining ship-to-ship support operations were integrated
into the Company's tanker business. As a result, effective April
30, 2020, the Company has one reportable segment. The Company’s
segment information for all periods prior to the sale and
reorganization has been retroactively adjusted whereby the
remaining ship-to-ship support operations have been reallocated
from the ship-to-ship transfer segment to the tanker segment.
Consequently, the Company’s tanker segment now consists of the
operation of all of its tankers, including the operations from
those tankers employed on full service lightering contracts, and
the US based ship-to-ship support service operations that the
Company retained, including its lightering support services
provided as part of full service lightering operations. The
Company’s ship-to-ship transfer segment consisted of the Company’s
non-US lightering support services, LNG terminal management,
consultancy, procurement, and other related services which were
sold as of April 30, 2020. Segment results are evaluated based on
(loss) income from operations. The accounting policies applied to
the reportable segments are the same as those used in the
preparation of the Company’s unaudited consolidated financial
statements.
The following tables include results for the Company’s revenues and
(loss) income from operations by segment for the nine months ended
September 30, 2020 and three and nine months ended
September 30, 2019. No results are included for the three
months ended September 30, 2020 as the Company only had one
reportable segment during that period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Tanker Segment |
|
Ship-to-Ship Transfer Segment |
|
|
|
Total |
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
Revenues
(1)
|
182,429 |
|
|
5,015 |
|
|
|
|
|
187,444 |
|
Voyage expenses |
(92,866) |
|
|
— |
|
|
|
|
|
(92,866) |
|
Vessel operating expenses |
(44,322) |
|
|
(4,217) |
|
|
|
|
|
(48,539) |
|
Time-charter hire expenses |
(10,637) |
|
|
— |
|
|
|
|
|
(10,637) |
|
Depreciation and amortization |
(30,806) |
|
|
(730) |
|
|
|
|
|
(31,536) |
|
General and administrative expenses
(2)
|
(8,380) |
|
|
(359) |
|
|
|
|
|
(8,739) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
(4,582) |
|
|
(291) |
|
|
|
|
|
(4,873) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity income |
68 |
|
|
— |
|
|
|
|
|
68 |
|
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
Tanker Segment |
|
Ship-to-Ship Transfer Segment |
|
|
|
Total |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
Revenues
(1)
|
751,640 |
|
|
6,992 |
|
|
|
|
|
758,632 |
|
Voyage expenses |
(238,576) |
|
|
— |
|
|
|
|
|
(238,576) |
|
Vessel operating expenses |
(137,263) |
|
|
(5,940) |
|
|
|
|
|
(143,203) |
|
Time-charter hire expenses |
(28,245) |
|
|
— |
|
|
|
|
|
(28,245) |
|
Depreciation and amortization |
(88,677) |
|
|
(493) |
|
|
|
|
|
(89,170) |
|
General and administrative expenses
(2)
|
(28,330) |
|
|
(627) |
|
|
|
|
|
(28,957) |
|
(Loss) gain on sale of assets and write-down of assets |
(48,245) |
|
|
3,081 |
|
|
|
|
|
(45,164) |
|
Restructuring charge |
(1,398) |
|
|
— |
|
|
|
|
|
(1,398) |
|
Income from operations |
180,906 |
|
|
3,013 |
|
|
|
|
|
183,919 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity income |
5,174 |
|
|
— |
|
|
|
|
|
5,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2019 |
|
|
|
|
|
|
|
|
|
|
|
|
Tanker Segment |
|
Ship-to-Ship Transfer Segment |
|
|
|
Total |
|
|
$ |
|
|
$ |
|
|
|
|
|
$ |
|
Revenues
(1)
|
608,815 |
|
|
23,797 |
|
|
|
|
|
632,612 |
|
Voyage expenses |
(293,263) |
|
|
— |
|
|
|
|
|
(293,263) |
|
Vessel operating expenses |
(137,461) |
|
|
(19,265) |
|
|
|
|
|
(156,726) |
|
Time-charter hire expenses |
(30,877) |
|
|
— |
|
|
|
|
|
(30,877) |
|
Depreciation and amortization |
(89,921) |
|
|
(2,138) |
|
|
|
|
|
(92,059) |
|
General and administrative expenses
(2)
|
(26,295) |
|
|
(1,117) |
|
|
|
|
|
(27,412) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
30,998 |
|
|
1,277 |
|
|
|
|
|
32,275 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity income |
652 |
|
|
— |
|
|
|
|
|
652 |
|
(1)Revenues
earned from the ship-to-ship transfer segment are reflected in
Other Revenues in the Company's unaudited consolidated statements
of (loss) income.
(2)Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on
estimated use of corporate resources).
A reconciliation of total segment assets to total assets presented
in the accompanying unaudited consolidated balance sheet as at
December 31, 2019, when the Company had more than one reportable
segment, is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
|
|
December 31, 2019 |
|
|
|
$ |
Tanker
|
|
|
2,114,451 |
Ship-to-Ship Transfer
|
|
|
26,201 |
Cash and cash equivalents |
|
|
88,824 |
Consolidated total assets |
|
|
2,229,476 |
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
5. Short-Term Debt
In November 2018, Teekay Tankers Chartering Pte. Ltd. (or
TTCL)
a wholly-owned subsidiary of the Company, entered into a working
capital revolving loan facility (or the
Working Capital Loan),
which initially provided available aggregate borrowings of up to
$40.0 million for TTCL, and had an initial maturity date in May
2019, subject to extension as described below. The maximum
available aggregate borrowings were subsequently increased to $80.0
million, effective December 2019. The amount available for drawdown
is limited to a percentage of certain receivables and accrued
revenue, which is assessed weekly. The next maturity date of the
Working Capital Loan is in November 2020. 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 the revenue sharing
agreements (or
RSAs).
Interest payments are based on LIBOR plus a margin of 3.5%. The
Working Capital Loan is collateralized by the assets of TTCL. The
Working Capital Loan requires the Company 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, 2020, $20.0
million (December 31, 2019 - $50.0 million) was owing under
this facility, and the interest rate on the facility was 3.6%
(December 31, 2019 - 5.0%). As of the date these unaudited
consolidated financial statements were issued, the Company was in
compliance with all covenants in respect of this
facility.
6. Long-Term Debt
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
September 30, 2020 |
|
December 31, 2019 |
|
$ |
|
$ |
Revolving Credit Facilities due through 2024 |
155,000 |
|
341,132 |
Term Loans due through 2023 |
67,375 |
|
221,729 |
Total principal |
222,375 |
|
562,861 |
Less: unamortized discount and debt issuance costs |
(7,310) |
|
(3,182) |
Total debt |
215,065 |
|
559,679 |
Less: current portion |
(10,962) |
|
(43,573) |
Long-term portion |
204,103 |
|
516,106 |
As at September 30, 2020, the Company had one revolving credit
facility (or the
2020
Revolver)
(December 31, 2019 - two revolving facilities), which, as at such
date, provided for aggregate borrowings of up to $485.6 million, of
which $330.6 million was undrawn (December 31, 2019 - $371.5
million, of which $30.4 million was undrawn). Interest payments are
based on LIBOR plus a margin, which was 2.40% as at
September 30, 2020 (December 31, 2019 - ranged from 2.00%
to 2.75%). The total amount available under the 2020 Revolver
decreases by $47.2 million (remainder of 2020), $91.4 million
(2021), $80.4 million (2022), $65.3 million (2023) and $201.3
million (2024). As at September 30, 2020, the Company also had
one term loan (or the
2020 Term Loan)
outstanding (December 31, 2019 - three), which totaled $67.4
million (December 31, 2019 - $221.7 million). Interest
payments are based on LIBOR plus a margin, which was 2.25% as at
September 30, 2020 (December 31, 2019 - based on a
combination of a fixed rate of 5.40% and variable rates based on
LIBOR plus margins, which ranged from 0.30% to 2.00%). The term
loan reduces in quarterly payments and has a balloon repayment due
at maturity in 2023. The 2020 Revolver and 2020 Term Loan are
further described below.
In January 2020, the Company entered into the 2020 Revolver, which
is scheduled to mature in December 2024, and which had an
outstanding balance of $155.0 million as at September 30,
2020. The 2020 Revolver was used to repay a portion of the $455.3
million previously outstanding under two previous revolving credit
facilities of the Company, which were scheduled to mature in 2021
and 2022, and under two term loan facilities, which were scheduled
to mature in 2020 and 2021. The 2020 Revolver is collateralized by
31 of the Company's vessels, together with other related security.
The 2020 Revolver requires that the Company maintain a minimum hull
coverage ratio of 125% of the total outstanding drawn balance for
the facility period. Such requirement is assessed on a semi-annual
basis with reference to vessel valuations compiled by two or more
agreed upon third parties. Should the ratio drop below the required
amount, the lender may request that the Company either prepay a
portion of the loan in the amount of the shortfall or provide
additional collateral in the amount of the shortfall, at the
Company's option. As at September 30, 2020, the hull coverage
ratio was 483%. A decline in the tanker market could negatively
affect the ratio. In addition, the Company is required to maintain
a minimum liquidity (cash, cash equivalents and undrawn committed
revolving credit lines with at least six months to maturity) of
$35.0 million and at least 5% of the Company's total consolidated
debt and obligations related to finance leases.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
In August 2020, the Company entered into the 2020 Term Loan, which
is scheduled to mature in August 2023, and which had an outstanding
balance of $67.4 million as at September 30, 2020. The 2020
Term Loan was used to repay a portion of the $85.1 million
previously outstanding under one previous term loan facility, which
was scheduled to mature in 2021. The 2020 Term Loan is
collateralized by four of the Company's vessels, together with
other related security. The 2020 Term Loan requires that the
Company maintain a minimum hull coverage ratio of 125% of the total
outstanding principal balance for the loan period. Such requirement
is assessed on a semi-annual basis with reference to vessel
valuations compiled by two or more agreed upon third parties.
Should the ratio drop below the required amount, the lender may
request that the Company either prepay a portion of the loan in the
amount of the shortfall or provide additional collateral in the
amount of the shortfall, at the Company's option. As at
September 30, 2020, the hull coverage ratio was 182%. A
decline in the tanker market could negatively affect the ratio. In
addition, the Company is required to maintain a minimum liquidity
(cash, cash equivalents and undrawn committed revolving credit
lines with at least six months to maturity) of $35.0 million
and at least 5% of the Company's total consolidated debt and
obligations related to finance leases.
As of the date these unaudited consolidated financial statements
were issued, the Company was in compliance with all covenants in
respect of the 2020 Revolver and the 2020 Term Loan.
The weighted-average interest rate on the Company’s long-term debt
as at September 30, 2020 was 2.6% (December 31, 2019 -
3.7%). This rate does not reflect the effect of the Company’s
interest rate swap agreement (note 8).
The aggregate annual long-term debt principal repayments required
to be made by the Company under the 2020 Revolver and the 2020 Term
Loan subsequent to September 30, 2020, are $2.8 million
(remainder of 2020), $11.2 million (2021), $11.2 million (2022),
$42.2 million (2023) and $155.0 million (2024).
7. Operating Leases and Obligations Related
to Finance Leases
Operating Leases
The Company charters-in vessels from other vessel owners on
time-charter contracts, whereby the vessel owner provides use and
technical operation of 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 during
periods the vessel is not able to operate.
As at September 30, 2020, minimum commitments to be incurred
by the Company under time charter-in contracts were approximately
$8.9 million (remainder of 2020), $10.5 million (2021) and $1.5
million (2022).
Obligations Related to Finance Leases
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
September 30, 2020 |
|
December 31, 2019 |
|
$ |
|
$ |
|
|
|
|
|
|
|
|
Total obligations related to finance leases |
396,072 |
|
414,788 |
Less: current portion |
(26,794) |
|
(25,357) |
Long-term obligations related to finance leases |
369,278 |
|
389,431 |
From 2017 to 2019, the Company completed sale-leaseback financing
transactions with financial institutions relating to 16 of the
Company's vessels. Under these arrangements, the Company
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 9- to 12-year terms. The Company is obligated to
purchase eight of the vessels upon maturity of their respective
bareboat charters. The Company also has the option to purchase each
of the 16 vessels at various times starting between July 2020 and
November 2021 until the end of their respective lease terms. In
October 2020, the Company completed the purchases of two of these
vessels
for a total cost of $29.6 million and in November 2020, the
Company declared purchase options to acquire two more of these
vessels
for a total cost of $56.7 million with an expected completion
date of May 2021 (see note 19).
The bareboat charters related to these vessels require that the
Company maintain a minimum liquidity (cash, cash equivalents and
undrawn committed revolving credit lines with at least six months
to maturity) of $35.0 million and at least 5.0% of the Company's
consolidated debt and obligations related to finance
leases.
Four bareboat charters, entered into in July 2017, require the
Company to maintain, for each vessel, a minimum hull coverage ratio
of 90% of the total outstanding principal balance during the first
three years of the lease period and 100% of the total outstanding
principal balance thereafter. As at September 30, 2020, these
ratios ranged from 119% to 141% (December 31, 2019 - ranged
from 110% to 132%).
Six bareboat charters, entered into in September 2018, require the
Company to maintain, for each vessel, a minimum hull coverage ratio
of 75% of the total outstanding principal balance during the first
year of the lease period, 78% for the second year, 80% for the
following
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
two years and 90% of the total outstanding principal balance
thereafter. As at September 30, 2020, these ratios ranged from
87% to 104% (December 31, 2019 - ranged from 106% to
123%).
Four bareboat charters, entered into in November 2018, require the
Company to maintain, for each vessel, a minimum hull coverage ratio
of 100% of the total outstanding principal balance. As at
September 30, 2020, these ratios ranged from 113% to 156%
(December 31, 2019 - ranged from 140% to 173%).
Two bareboat charters, entered into in May 2019, require the
Company to maintain, for each vessel, a minimum hull coverage ratio
of 75% of the total outstanding principal balance during the first
year of the lease period, 78% for the second year, 80% for the
following two years and 90% of the total outstanding principal
balance thereafter. As at September 30, 2020, these ratios
were 91% (December 31, 2019 - 109%).
Such requirements are assessed annually or quarterly with reference
to vessel valuations compiled by one or more agreed upon third
parties. As of the date these unaudited consolidated financial
statements were issued, the Company was in compliance with all
covenants in respect of its obligations related to finance
leases.
The weighted-average interest rate on the Company’s obligations
related to finance leases as at September 30, 2020 was 7.6%
(December 31, 2019 - 7.6%).
As at September 30, 2020, the Company's total remaining
commitments related to the financial liabilities of these vessels
were approximately $559.7 million (December 31, 2019 - $601.7
million), including imputed interest of $163.6 million (December
31, 2019 - $186.9 million), repayable from 2020 through 2030, as
indicated below:
|
|
|
|
|
|
|
|
|
|
|
Commitments |
Year |
|
September 30, 2020 |
Remainder of 2020 |
|
14,235 |
2021 |
|
56,222 |
2022 |
|
56,213 |
2023 |
|
56,204 |
2024 |
|
56,348 |
Thereafter |
|
320,481 |
8. Derivative Instruments
Interest rate swap agreement
The Company uses derivative instruments in accordance with its
overall risk management policies. 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 has not designated, for accounting purposes, its
interest rate swap as a cash flow hedge of its U.S. Dollar
LIBOR-denominated borrowings.
In January 2020, the Company completed a refinancing of certain
long-term debt facilities (note 6). As a result of this
refinancing, the Company extinguished all of its then existing
interest rate swaps. In March 2020, the Company entered into a new
interest rate swap which is scheduled to mature in December 2024.
The following summarizes the Company's interest rate swap agreement
as at September 30, 2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Rate |
|
Notional Amount |
|
Fair Value /Carrying Amount of Liability |
|
Remaining Term |
|
Fixed Swap Rate |
|
Index |
|
$ |
|
$ |
|
(years) |
|
(%)
(1)
|
LIBOR-Based Debt: |
|
|
|
|
|
|
|
|
|
U.S. Dollar-denominated interest rate swap agreement |
LIBOR |
|
50,000 |
|
|
(989) |
|
|
4.3 |
|
0.76 |
(1)Excludes
the margin the Company pays on its variable-rate long-term debt,
which, as of September 30, 2020, ranged from 2.25% to
2.40%.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
The Company is potentially exposed to credit loss in the event of
non-performance by the counterparty to the interest rate swap
agreements in the event that the fair value results in an asset
being recorded. In order to minimize counterparty risk, the Company
only enters into interest rate swap agreements with counterparties
that are rated A– or better by Standard & Poor’s or A3 or
better by Moody’s at the time transactions are entered
into.
Forward freight agreements
The Company uses forward freight agreements (or
FFAs)
in non-hedge-related transactions to increase or decrease its
exposure to spot market rates, within defined limits. Net gains and
losses from FFAs are recorded within realized and unrealized (loss)
gain on derivative instruments in the Company's unaudited
consolidated statements of (loss) income.
The following table presents the location and fair value amounts of
derivative instruments, segregated by type of contract, on the
Company’s unaudited consolidated balance sheets.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current portion of derivative assets |
|
Derivative assets |
|
Accounts receivable |
|
Current portion of derivative liabilities |
|
Derivative liabilities |
|
$
|
|
$
|
|
$
|
|
$
|
|
$ |
As at September 30, 2020 |
|
|
|
|
|
|
|
|
|
Interest rate swap
agreement |
— |
|
— |
|
— |
|
(272) |
|
(717) |
Forward freight
agreements |
— |
|
— |
|
— |
|
(483) |
|
— |
|
— |
|
— |
|
— |
|
(755) |
|
(717) |
|
|
|
|
|
|
|
|
|
|
As at December 31, 2019 |
|
|
|
|
|
|
|
|
|
Interest rate swap
agreements |
577 |
|
82 |
|
230 |
|
— |
|
— |
Forward freight agreements |
— |
|
— |
|
— |
|
(86) |
|
— |
|
577 |
|
82 |
|
230 |
|
(86) |
|
— |
Realized and unrealized gains (losses) relating to the interest
rate swaps and FFAs are recognized in earnings and reported in
realized and unrealized (loss) gain on derivative instruments in
the Company’s unaudited consolidated statements of (loss) income as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Three Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
Realized losses |
Unrealized gains (losses) |
Total |
|
Realized gains |
Unrealized (losses) gains |
Total |
|
$ |
$ |
$ |
|
$ |
$ |
$ |
Interest rate swap agreements |
(58) |
49 |
(9) |
|
613 |
(541) |
72 |
Forward freight agreements |
(184) |
(221) |
(405) |
|
435 |
946 |
1,381 |
|
(242) |
(172) |
(414) |
|
1,048 |
405 |
1,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
|
September 30, 2019 |
|
Realized gains (losses) |
Unrealized losses |
Total |
|
Realized gains |
Unrealized (losses) gains |
Total |
|
$ |
$ |
$ |
|
$ |
$ |
$ |
Interest rate swap agreements |
551 |
(1,648) |
(1,097) |
|
2,395 |
(5,010) |
(2,615) |
Forward freight agreements |
(433) |
(300) |
(733) |
|
393 |
1,050 |
1,443 |
|
118 |
(1,948) |
(1,830) |
|
2,788 |
(3,960) |
(1,172) |
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
9. Other (Expense) Income
The components of other (expense) income are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
2020 |
|
2019 |
|
2020 |
|
2019 |
|
$ |
|
$ |
|
$ |
|
$ |
Foreign exchange (loss) gain |
(514) |
|
918 |
|
534 |
|
1,100 |
Other income |
44 |
|
15 |
|
1,079 |
|
82 |
Total |
(470) |
|
933 |
|
1,613 |
|
1,182 |
10. Income Tax (Expense)
Recovery
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 30 September |
|
2020
$
|
|
2019
$
|
Balance of unrecognized tax benefits as at January 1 |
49,579 |
|
32,059 |
Increases for positions related to
the current year |
2,290 |
|
2,067 |
Changes for positions taken in prior
years |
(12,968) |
|
2,114 |
Settlements with tax authority |
(8,556) |
|
— |
Decreases related to statute of
limitations |
(961) |
|
— |
Balance of unrecognized tax benefits as at September 30 |
29,384 |
|
36,240 |
Included in the Company's current income tax expense are provisions
for uncertain tax positions relating to freight taxes. In the nine
months ended September 30, 2020, the Company obtained further legal
advice regarding the applicable tax rate in respect of freight
taxes in a certain jurisdiction and subsequently secured an
agreement in principle with a tax authority relating to an
outstanding uncertain tax liability. The agreement in principle was
based in part on an initiative of the tax authority in response to
the COVID-19 global pandemic, which included the waiver of interest
and penalties on unpaid taxes. Based on this and other
clarifications of tax regulations, the Company reversed $15.2
million of freight tax liabilities as at June 30, 2020. In August
2020, the Company made a tax payment of $7.7 million to this
jurisdiction with respect to open tax years up to and including
2019, with the remaining balance of tax accrual for 2020 recorded
in accrued liabilities on the Company's unaudited consolidated
balance sheet as of September 30, 2020.
The Company does not presently anticipate that its provisions for
these uncertain tax positions 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
that time. Such information may include legal advice as to
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.
11. Financial Instruments
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 14 to the Company’s audited
consolidated financial statements filed with its Annual Report on
Form 20-F for the year ended December 31,
2019.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
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 the fair value on a recurring
basis.
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2020 |
|
December 31, 2019 |
|
|
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 |
|
Level 1 |
|
128,995 |
|
128,995 |
|
95,332 |
|
95,332 |
Derivative instruments
(note 8)
|
|
|
|
|
|
|
|
|
|
|
Interest rate swap agreements
(1)
|
|
Level 2 |
|
(989) |
|
(989) |
|
659 |
|
659 |
Forward freight agreements
(1)
|
|
Level 2 |
|
(483) |
|
(483) |
|
(86) |
|
(86) |
|
|
|
|
|
|
|
|
|
|
|
Non-recurring: |
|
|
|
|
|
|
|
|
|
|
Operating lease right-of-use assets (note
15)
|
|
Level 2 |
|
6,148 |
|
6,148 |
|
— |
|
— |
Vessels and equipment
(3)
(note
15)
|
|
Level 2 |
|
46,750 |
|
46,750 |
|
— |
|
— |
Vessels related to finance leases
(3)
(note
15)
|
|
Level 2 |
|
34,000 |
|
34,000 |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Other: |
|
|
|
|
|
|
|
|
|
|
Short-term debt
(note 5)
|
|
Level 2 |
|
(20,000) |
|
(19,994) |
|
(50,000) |
|
(50,000) |
Advances to equity-accounted joint venture |
|
(2) |
|
5,280 |
|
(2) |
|
9,930 |
|
(2) |
Long-term debt, including current portion
(note 6)
|
|
Level 2 |
|
(222,375) |
|
(219,271) |
|
(559,679) |
|
(558,657) |
Obligations related to finance leases, including
current
portion
(note 7)
|
|
Level 2 |
|
(396,072) |
|
(465,342) |
|
(414,788) |
|
(442,648) |
Assets held for sale (note
15)
|
|
Level 2 |
|
— |
|
— |
|
37,240 |
|
37,240 |
|
|
|
|
|
|
|
|
|
|
|
(1)The
fair value of the Company’s interest rate swap agreements and FFAs
at September 30, 2020 and December 31, 2019 exclude
accrued interest income and expenses which are recorded in accounts
receivable and accrued liabilities, respectively, on the unaudited
consolidated balance sheets.
(2)The
advances to its equity-accounted joint venture, together with the
Company’s investment in the equity-accounted joint venture, form
the net aggregate carrying value of the Company’s interests in the
equity-accounted joint venture in these unaudited consolidated
financial statements. The fair values of the individual components
of such aggregate interests as at September 30, 2020 and
December 31, 2019 were not determinable.
(3)In
September 2020, the carrying values of five Aframax tankers were
written down to their estimated fair values, using appraised
values, primarily due to the lower near-term tanker market outlook,
a reduction of charter rates, and a decline in vessel values, as a
result of the current economic environment, which has been impacted
by the COVID-19 global pandemic. Three of these vessels were
classified as vessels and equipment and two were classified as
vessels related to finance leases on the Company's unaudited
consolidated balance sheet as at September 30,
2020.
12. Capital Stock and Equity-Based
Compensation
The authorized capital stock of the Company at September 30,
2020 was 100.0 million shares of Preferred Stock
(December 31, 2019 - 100.0 million shares), with a par value
of $0.01 per share (December 31, 2019 - $0.01 per share),
485.0 million shares of Class A common stock
(December 31, 2019 - 485.0 million shares), with a par value
of $0.01 per share (December 31, 2019 - $0.01 per share), and
100.0 million shares of Class B common stock
(December 31, 2019 - 100.0 million shares), with a par value
of $0.01 per share (December 31, 2019 - $0.01 per share). A share
of Class A common stock entitles the holder to one vote per
share while a share of Class B common stock entitles the
holder to five votes per share, subject to a 49% aggregate
Class B common stock voting power maximum. As of
September 30, 2020, the Company had 29.1 million shares of
Class A common stock (December 31, 2019 – 29.0
million), 4.6 million shares of Class B common stock
(December 31, 2019 – 4.6 million) and no shares of
preferred stock (December 31, 2019 – nil) issued and
outstanding.
During the three and nine months ended September 30, 2020, the
Company recorded $0.4 million and $1.3 million (2019 - $0.2 million
and $0.9 million), respectively, of expenses related to restricted
stock units and stock options in general and administrative
expenses. During the nine months ended September 30, 2020, a
total of 78.3 thousand restricted stock units (2019 - 53.8
thousand) with a market value of $1.3 million (2019 - $0.5 million)
vested and were paid to the grantees by issuing 44.8
thousand shares (2019 - 34.1 thousand shares) of Class A
common stock, net of withholding taxes.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
13. Related Party Transactions
Management Fee - Related and Other
a.The
Company's operations are conducted in part by its subsidiaries,
which receive services from Teekay's wholly-owned subsidiary,
Teekay Shipping Ltd. (or
the Manager)
and its affiliates. The Manager provides various services under a
long-term management agreement (the
Management Agreement).
Commencing October 1, 2018, the Company elected to receive vessel
management services for its owned and leased vessels (other than
certain former Tanker Investments Ltd. (or
TIL)
vessels, which are technically managed by a third party) from its
wholly-owned subsidiaries and no longer contracts these services
from the Manager.
b.Amounts
received and (paid) by the Company for related party transactions
for the periods indicated were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
September 30, 2020 |
September 30, 2019 |
|
September 30, 2020 |
September 30, 2019 |
|
$ |
$ |
|
$ |
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vessel operating expenses - technical management fee
(i)
|
(248) |
— |
|
(744) |
— |
Strategic and administrative service fees
(ii)
|
(7,453) |
(7,437) |
|
(22,568) |
(23,179) |
Secondment fees
(iii)
|
(95) |
(21) |
|
(337) |
(120) |
LNG service revenues
(iv)
|
— |
(150) |
|
— |
1,979 |
Technical management fee revenue
(v)
|
169 |
169 |
|
507 |
596 |
Service revenues
(vi)
|
3 |
100 |
|
12 |
317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(i)The
cost of ship management services provided by a third party has been
presented as vessel operating expenses on the Company's unaudited
consolidated statements of (loss) income. The Company paid such
third party technical management fees to the Manager in relation to
certain former TIL vessels.
(ii)The
Manager’s strategic and administrative service fees have been
presented in general and administrative expenses, except for fees
related to technical management services, which have been presented
in vessel operating expenses on the Company’s unaudited
consolidated statements of (loss) income. The Company’s executive
officers are employees of Teekay or subsidiaries thereof, and their
compensation (other than any awards under the Company’s long-term
incentive plan) is set and paid by Teekay or such other
subsidiaries. The Company compensates Teekay for time spent by its
executive officers on the Company’s management matters through the
strategic portion of the management fee.
(iii)The
Company pays secondment fees for services provided by some
employees of Teekay. Secondment fees have been presented in general
and administrative expenses, except for fees related to technical
management services, which have been presented in vessel operating
expenses on the Company's unaudited consolidated statements of
(loss) income.
(iv)In
November 2016, the Company's ship-to-ship transfer business signed
an operational and maintenance subcontract with Teekay LNG Bahrain
Operations L.L.C., an entity wholly-owned by Teekay LNG Partners
L.P., for the Bahrain LNG Import Terminal. The terminal is owned by
Bahrain LNG W.I.L., a joint venture for which Teekay LNG Operating
L.L.C., an entity wholly-owned by Teekay LNG Partners L.P., has a
30% interest. The sub-contract ended in April 2019.
(v)The
Company receives reimbursements from Teekay for the provision of
technical management services. These reimbursements have been
presented in general and administrative expenses on the Company's
unaudited consolidated statements of (loss) income.
(vi)The
Company recorded service revenues relating to Teekay Tanker
Operations Limited's (or TTOL) administration of certain revenue
sharing agreements and provision of certain commercial services to
the counterparties in the agreements.
c.The
Manager and other subsidiaries of Teekay collect revenues and remit
payments for expenses incurred by the Company’s vessels. Such
amounts, which are presented on the Company’s unaudited
consolidated balance sheets in "due from affiliates" or "due to
affiliates," as applicable, are without interest or stated terms of
repayment. In addition, $12.2 million and $7.9 million were payable
as crewing and manning costs as at September 30, 2020 and
December 31, 2019, respectively, and such amounts are included
in accrued liabilities in the unaudited consolidated balance
sheets. These crewing and manning costs will be payable as
reimbursement to the Manager once they are paid by the Manager to
the vessels' crew.
d.In
October 2018, the Company established a new RSA structure under
TTCL and subsequently began transitioning the Company's RSA
activities from TTOL to TTCL. Pursuant to a service agreement with
the Teekay Aframax RSA prior to the change in structure, from time
to time, the Company hired vessels to perform full service
lightering services. During the three and nine months ended
September 30, 2019, the Company recognized nil and $2.0
million, respectively, related to vessels that were chartered-in
from the RSA to assist with full service lightering operations.
These amounts have been presented in voyage expenses on the
Company's unaudited consolidated statements of (loss)
income.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
14. (Loss) Earnings Per Share
The net (loss) earnings available for common shareholders and
(loss) earnings per common share are presented in the table
below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
|
|
|
|
|
$ |
|
$ |
|
|
|
|
|
|
|
|
Net (loss) income |
(44,434) |
|
(19,850) |
|
160,603 |
|
(21,710) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares - basic |
33,738,143 |
|
33,623,608 |
|
33,712,124 |
|
33,610,936 |
|
|
|
|
Dilutive effect of stock-based awards |
— |
|
— |
|
230,067 |
|
— |
|
|
|
|
Weighted average number of common shares - diluted |
33,738,143 |
|
33,623,608 |
|
33,942,191 |
|
33,610,936 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
– Basic |
(1.32) |
|
(0.59) |
|
4.76 |
|
(0.65) |
|
|
|
|
– Diluted |
(1.32) |
|
(0.59) |
|
4.73 |
|
(0.65) |
|
|
|
|
Stock-based awards that have an anti-dilutive effect on the
calculation of diluted earnings per common share are excluded from
this calculation. In the periods where a loss attributable to
shareholders has been incurred, all stock-based awards are
anti-dilutive. For the three and nine months ended
September 30, 2020, 0.2 million and 0.1 million restricted
stock units, respectively, had anti-dilutive effects on the
calculation of diluted earnings per common share. For the three and
nine months ended September 30, 2020, options to acquire 0.2
million shares of the Company’s Class A common stock had
anti-dilutive effects on the calculation of diluted earnings per
common share.
15. Write-down and Sale of
Assets
During the three and nine months ended September 30, 2020, the
carrying values of five Aframax tankers were written down to their
estimated fair values, using appraised values, primarily due to the
lower near-term tanker market outlook, a reduction of charter
rates, and a decline in vessel values, as a result of the current
economic environment, which has been impacted by the COVID-19
global pandemic. The Company's consolidated statements of (loss)
income for the three and nine months ended September 30, 2020
include a $43.5 million write-down related to these
vessels.
During the three and nine months ended September 30, 2020, the
Company recorded write-downs of $1.4 million and
$2.1 million, respectively, on its operating lease
right-of-use assets, which were written-down to their estimated
fair value, based on prevailing charter rates for comparable
periods, due to a reduction in these charter rates.
The Company's unaudited consolidated statements of (loss) income
for the nine months ended September 30, 2020 includes a gain
of $3.1 million relating to the completion of the sale of the
non-US portion of its ship-to-ship support services business, as
well as its LNG terminal management business for proceeds of $27.1
million, including an adjustment of $1.1 million for the final
amounts of cash and other working capital present on the closing
date. Of the total proceeds, $14.3 million was received in May 2020
and the remaining $12.7 million was received in July
2020.
During the nine months ended September 30, 2020, the Company
completed the sale of three Suezmax tankers, two of which were
classified as held for sale on the Company's unaudited consolidated
balance sheet as at December 31, 2019, with an aggregate loss on
sales of $2.6 million.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL
STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, other
than share or per share data)
16. Supplemental Cash Flow
Information
Total cash, cash equivalents and restricted cash, including cash,
cash equivalents and restricted cash held for sale are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at |
|
As at |
|
As at |
|
As at |
|
September 30, 2020 |
|
December 31, 2019 |
|
September 30, 2019 |
|
December 31, 2018 |
|
$
|
|
$
|
|
$
|
|
$
|
Cash and cash equivalents
|
120,872 |
|
88,824 |
|
76,705 |
|
54,917 |
Restricted cash – current
|
4,686 |
|
3,071 |
|
2,341 |
|
2,153 |
Restricted cash – long-term
|
3,437 |
|
3,437 |
|
3,437 |
|
3,437 |
Cash and cash equivalents held for sale |
— |
|
1,121 |
|
— |
|
— |
Restricted cash held for sale - current |
— |
|
337 |
|
— |
|
— |
|
128,995 |
|
96,790 |
|
82,483 |
|
60,507 |
The Company maintains restricted cash deposits relating to certain
FFAs (note 8) and leasing arrangements (note 7).
Non-cash items related to operating lease right-of-use assets and
operating lease liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the nine months ended |
|
|
|
|
|
September 30, 2020 |
|
September 30, 2019 |
|
|
|
|
|
$ |
|
$ |
Leased assets obtained in exchange for new operating lease
liabilities |
|
835 |
|
22,432 |
17. Restructuring Charge
During the three and nine months ended September 30, 2020, the
Company recognized restructuring charges of $1.4 million. The
restructuring charges relate to estimated severance costs resulting
from organizational changes to the Company's tanker services and
operations, partially related to the sale of the non-US portion of
the Company's ship-to-ship support services business in April 2020
(note 15).
As at September 30, 2020 and December 31, 2019, restructuring
liabilities of $1.4 million and nil, respectively, were
recognized in accrued liabilities on the unaudited consolidated
balance sheets.
18. Liquidity
Based on the Company's liquidity as at the date these unaudited
consolidated financial statements were issued, and from the
expected cash flows from Company's operations over the following
year, the Company estimates that it will have sufficient liquidity
to continue as a going concern for at least a one-year period
following the issuance of these unaudited consolidated financial
statements.
19. Subsequent Events
On October 19 and 22, 2020, the Company completed the purchases of
two Aframax tankers previously under the sale-leaseback arrangement
described in note 7 for a total cost of $29.6 million, using
available cash.
On November 13, 2020, the Company declared purchase options to
acquire two Suezmax tankers for a total cost of $56.7 million,
as part of the repurchase options under the sale-leaseback
arrangements described in note 7. The Company expects to complete
the purchase and delivery of these vessels in May
2021.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
September 30, 2020
PART I - FINANCIAL INFORMATION
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 Management’s Discussion and Analysis of Financial
Condition and Results of Operations in Item 5 – Operating and
Financial Review and Prospects of our Annual Report on Form 20-F
for the year ended December 31, 2019.
OVERVIEW
Our business is to own and operate crude oil and product tankers,
and we employ a chartering strategy that seeks to capture upside
opportunities in the tanker spot market while using fixed-rate time
charters to reduce potential downside risks. As an adjacency to
these core competencies, we also provide full service lightering
(or
FSL)
services. In early 2020, we entered into an agreement to sell the
non-US portion of our ship-to-ship (or
STS)
business, and our LNG terminal management business, as described
below, which sale closed on April 30, 2020. As at
September 30, 2020, our fleet consisted of 60 vessels,
including seven in-chartered vessels, and one 50%-owned Very Large
Crude Carrier (or
VLCC).
The following table summarizes our fleet as at September 30,
2020:
|
|
|
|
|
|
|
|
|
|
|
|
|
Owned and Leased Vessels |
Chartered-in Vessels |
Total |
|
Fixed-rate: |
|
|
|
Suezmax Tankers |
8 |
— |
8 |
Aframax Tankers |
2 |
— |
2 |
LR2 Product Tanker
(1)
|
1 |
— |
1 |
|
|
|
|
Total Fixed-Rate Fleet
(2)
|
11 |
— |
11 |
|
|
|
|
Spot-rate: |
|
|
|
Suezmax Tankers |
18 |
— |
18 |
Aframax Tankers
(3)
|
15 |
2 |
17 |
LR2 Product Tankers
(1)(3)
|
8 |
2 |
10 |
VLCC Tanker
(4)
|
1 |
— |
1 |
Total Spot Fleet
(5)
|
42 |
4 |
46 |
STS Support Vessels |
— |
3 |
3 |
Total Teekay Tankers Fleet |
53 |
7 |
60 |
1.Long
Range 2 (or
LR2)
product tankers.
2. Three charter-out contracts are scheduled
to expire in 2020, six charter-out contracts are scheduled to
expire in 2021 and two charter-out contracts are scheduled to
expire in 2022.
3. One Aframax tanker is currently
time-chartered in for a period of 60 months expiring in 2021, one
Aframax tanker is currently time-chartered in for a period of 24
months expiring in 2021 with an option to extend for one year, and
two LR2 tankers are currently time-chartered in for periods of 24
months expiring in 2021, each with an option to extend for one
year.
4. VLCC owned through a 50/50 joint venture.
As at September 30, 2020, the VLCC was trading on spot voyage
charters in a pooling arrangement managed by a third
party.
5. As at September 30, 2020, a total of
37 of our owned, leased and chartered-in vessels, as well as 18
vessels not in our fleet owned by third parties, were subject to
revenue sharing agreements (or
RSAs).
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, 2019.
SIGNIFICANT DEVELOPMENTS IN 2020
Novel Coronavirus (COVID-19) Pandemic
The novel coronavirus pandemic is dynamic, and its ultimate scope,
duration and effects on us, our customers and suppliers and our
industry are uncertain.
COVID-19 has resulted and may continue to result in a significant
decline in global demand for oil. As our business includes 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 nine months ended September 30, 2020, we did not experience
any material business interruptions as a result of the COVID-19
pandemic. COVID-19 has been a contributing factor to the decline in
spot tanker rates and short-term time charter rates since mid-May
2020 and has also increased certain crewing-related costs, which
has had an impact on our cash flows, and was a contributing factor
to the write-down of certain tankers as described in "Item 1 -
Financial Statements: Note 15 - Write-down and Loss on Sale of
Assets" and the reduction of certain tax accruals as described in
"Item 1 - Financial Statements: Note 10 - Income Tax (Expense)
Recovery" of this report. We are continuing to monitor the
potential impact of the pandemic on us, including monitoring
counterparty risk associated with our vessels under contract, and
monitoring the impact on vessel impairment and have introduced a
number of measures to protect the health and safety of our crews on
our vessels, as well as our onshore staff.
Effects of the current 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 current resurgence of
COVID-19 cases in many regions and the potential for renewed
restrictions and lockdowns over the winter months; operational
disruptions to us or our customers due to worker health risks and
the effects of new 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 continued 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, the duration of any
potential business disruption and the related financial impact
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,
2019 for additional information about the potential risks of
COVID-19 on our business.
IMO 2020 Low Sulfur Fuel Regulation
Effective January 1, 2020, the International Maritime Organization
(or
IMO)
imposed a 0.50% m/m (mass by mass), global limit for sulfur in fuel
oil used on board ships. To comply with this new regulatory
standard, ships may utilize different fuels containing low or zero
sulfur or utilize exhaust gas cleaning systems, known as
“scrubbers”. We have taken, and continue to take, steps to
comply with the 2020 sulfur limit. Detailed plans to address this
changeover were prepared and have been successfully
implemented. At present, we have not installed any scrubbers
on our fleet. We have transitioned to burning compliant low sulfur
fuel from January 1, 2020. The initial transition to low
sulfur fuel did not have a significant impact on our operating
results. The future fuel price spread between high sulfur fuel
and low sulfur fuel is uncertain; however, the use of compliant low
sulfur fuel is anticipated to result in an increase in voyage
expenses. We expect that we will be able to recover fuel price
increases from the charterers of our vessels through higher
revenues from voyage charters.
Sale of Non-US Ship-to-Ship Business
In January 2020, we reached an agreement to sell the non-US portion
of our STS business, as well as our LNG terminal management
business for approximately $27.1 million, including an adjustment
for the final amounts of cash and other working capital present on
the closing date. The sale closed on April 30, 2020, resulting in a
gain on sale of approximately $3.1 million.
Of the total proceeds, $14.3 million was received in May 2020 and
the remaining $12.7 million was received in July 2020.
New Loan Facilities
In January 2020, we entered into a new $532.8 million long-term
revolving credit facility to refinance 31 vessels which is
scheduled to mature at the end of 2024. The proceeds from the new
debt facility, which was drawn down in February 2020, were used to
repay a portion of the $455 million then outstanding under our
prior two revolving facilities, which were scheduled to mature in
2021 and 2022, and two term loan facilities, which were scheduled
to mature in 2020 and 2021.
In August 2020, we entered into a new $67.4 million term loan debt
facility to refinance four vessels, which is scheduled to mature in
2023. The proceeds were used to repay a portion of the
$85.1 million then outstanding under one previous term loan
facility, which was scheduled to mature in 2021. Following
completion of the refinancing, Teekay no longer guarantees any of
our debt facilities.
Vessel Purchases
On October 19 and 22, 2020, we completed the purchases of two
Aframax tankers previously under the sale-leaseback arrangements
described in "Item 1 - Financial Statements: Note 7 - Operating
Leases and Obligations Related to Finance Leases" of this report,
for a total cost of $29.6 million, using available
cash.
On November 13, 2020, we declared purchase options to acquire two
Suezmax tankers for a total cost of $56.7 million, as part of the
repurchase options under the sale-leaseback arrangements described
in "Item 1 - Financial Statements: Note 7 - Operating Leases and
Obligations Related to Finance Leases" of this report. We expect to
complete the purchase and delivery of these vessels in May
2021.
Vessel Sales
During the first quarter of 2020, we completed the sale of three
Suezmax tankers in separate transactions for a combined sales price
of approximately $60.9 million. Two Suezmax tankers were delivered
in February 2020, and one Suezmax tanker was delivered in March
2020.
Time Chartered-out Vessels
Between March and May 2020, we entered into time charter-out
contracts for five Suezmax tankers and one LR2 tanker with one-year
terms at average daily rates of $45,600 and $29,000 respectively,
and two Aframax tankers with one to two-year terms at an average
daily rate of $25,600. All charter-out contracts commenced between
April and June 2020.
In September 2020, we entered into a time charter-out contract for
one Aframax tanker with a one-year term at a daily rate of $18,700.
This charter-out contract commenced in October 2020.
RESULTS OF OPERATIONS
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
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, 2019.
In accordance with GAAP, we report gross revenues in our unaudited
consolidated statements of (loss) income and include voyage
expenses among our operating expenses. However, ship-owners base
economic decisions regarding the employment of their vessels upon
anticipated “time-charter equivalent” (or
TCE)
rates, which represent net revenues (or revenue less voyage
expenses) divided by revenue days, and industry analysts typically
measure bulk shipping freight rates in terms of TCE rates. This is
because under time charter-out contracts the customer usually pays
the voyage expenses, while under voyage charters the ship-owner
usually pays the voyage expenses, which typically are added to the
hire rate at an approximate cost. Accordingly, the discussion of
revenue below focuses on net revenues and TCE rates (both of which
are non-GAAP financial measures) where applicable.
Summary
Our consolidated income from vessel operations increased to $183.9
million for the nine months ended September 30, 2020, compared
to $32.3 million in the same period last year. The primary reasons
for this increase are as follows:
•an
increase of $154.9 million due to higher overall average realized
spot TCE rates earned by our Suezmax tankers, Aframax tankers and
LR2 product tankers, higher earnings from our FSL dedicated
vessels, as well as a higher extension rate from one time-charter
out contract;
•a
net increase of $43.5 million due to a higher number of vessels on
time-charter out contracts earning higher rates compared to spot
rates for the first three quarters of 2019, partially offset by
early exit fees related to our vessels leaving the RSAs to commence
time-charter out contracts in the second quarter of 2020;
and
•an
increase of $24.3 million due to fewer off-hire days related to dry
dockings and off-hire bunker expenses compared to the same period
in the prior year;
partially offset by
•a
decrease of $45.6 million due to the impairment of five Aframax
tankers and four right-of-use assets due to the lower near-term
tanker market outlook, a reduction of charter rates as a result of
the current economic environment, and lower vessel
values;
•a
decrease of $8.5 million due to the sale of one Suezmax tanker in
the fourth quarter of 2019 and three Suezmax tankers in the first
quarter of 2020; and
•a
decrease of $8.0 million primarily due to increased crewing related
costs resulting from the COVID-19 global pandemic, a higher amount
of repair and maintenance activities, and higher insurance
premiums.
On April 30, 2020, we completed the sale of the non-US portion of
our STS support services business, as well as our LNG terminal
management business. Following this sale, we have only one
reportable segment. For periods prior to the sale, we managed our
business and analyzed and reported our results of operations on the
basis of two reportable segments: the tanker segment and the STS
transfer segment. The segment information for all periods has been
adjusted to be consistent with the segment presentation after the
sale. Please read “Item 1 - Financial Statements: Note 4 - Segment
Reporting” of this report.
Details of the changes to our results of operations for each of our
segments for the three and nine months ended September 30,
2020, compared to the three and nine months ended
September 30, 2019 are provided below.
Three and Nine Months Ended September 30, 2020 versus Three
and Nine Months Ended September 30, 2019
Tanker Segment
Our tanker segment consists of crude oil and product tankers that
(i) are subject to long-term, fixed-rate time-charter contracts
(which have an original term of one year or more), (ii) operate in
the spot tanker market, or (iii) are subject to time-charters that
are priced on a spot market basis or are short-term, fixed-rate
contracts (which have original terms of less than one year),
including those employed on FSL contracts. In addition, our tanker
segment also includes our US based STS support
services.
The following table presents the operating results of our tanker
segment for the three and nine months ended September 30, 2020
and 2019, and compares net revenues, a non-GAAP financial measure,
for those periods to revenues, the most directly comparable GAAP
financial measure:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
(in thousands of U.S. Dollars, except percentage
changes) |
2020 |
|
2019 |
|
% Change |
|
2020 |
|
2019 |
|
% Change |
Revenues |
170,240 |
|
182,429 |
|
(6.7)% |
|
751,640 |
|
608,815 |
|
23.5% |
Less: Voyage expenses |
(57,777) |
|
(92,866) |
|
(37.8)% |
|
(238,576) |
|
(293,263) |
|
(18.6)% |
Net revenues |
112,463 |
|
89,563 |
|
25.6% |
|
513,064 |
|
315,552 |
|
62.6% |
|
|
|
|
|
|
|
|
|
|
|
|
Vessel operating expenses |
(46,336) |
|
(44,322) |
|
4.5% |
|
(137,263) |
|
(137,461) |
|
(0.1)% |
Time-charter hire expenses |
(9,070) |
|
(10,637) |
|
(14.7)% |
|
(28,245) |
|
(30,877) |
|
(8.5)% |
Depreciation and amortization |
(29,992) |
|
(30,806) |
|
(2.6)% |
|
(88,677) |
|
(89,921) |
|
(1.4)% |
General and administrative expenses
(1)
|
(9,887) |
|
(8,380) |
|
18.0% |
|
(28,330) |
|
(26,295) |
|
7.7% |
Write-down and loss on sale of assets |
(44,973) |
|
— |
|
100.0% |
|
(48,245) |
|
— |
|
100.0% |
Restructuring charge |
(1,398) |
|
— |
|
100.0% |
|
(1,398) |
|
— |
|
100.0% |
(Loss) income from operations |
(29,193) |
|
(4,582) |
|
(537.1)% |
|
180,906 |
|
30,998 |
|
483.6% |
|
|
|
|
|
|
|
|
|
|
|
|
Equity income |
46 |
|
68 |
|
(32.4)% |
|
5,174 |
|
652 |
|
693.6% |
(1)Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on
estimated use of corporate resources). See the discussion under
“Other Operating Results” below.
Tanker Market
Crude tanker spot rates fell during the third quarter of 2020 due
to a combination of seasonal weakness, reduced oil demand due to
the impact of COVID-19, and low trade volumes as a result of oil
supply cuts by the OPEC+ group of producers. The return of some
ships to the spot trading fleet from floating storage further
compounded the weakness in rates.
Global oil demand has been gradually recovering since the low point
in April 2020, when oil demand plummeted by over 20 million barrels
per day (mb/d) due to restrictions and lockdowns in the wake of the
COVID-19 outbreak. These restrictions, which were at their height
in the second quarter of 2020, eased during the third quarter,
leading to a corresponding increase in oil demand. However, as of
November 2020, global oil demand remains several million barrels
per day below pre-pandemic levels and renewed coronavirus lockdowns
during the fourth quarter 2020 may slow the oil demand recovery
over the winter months. Although global crude oil and refined
product inventories have been falling since the third quarter of
2020, they remain well above long-term averages.
The OPEC+ group of oil producers, who implemented supply cuts of
9.7 mb/d in May 2020, returned 2 mb/d of supply to the market in
August 2020. Although this was a positive step, crude trade volumes
are still well below pre-pandemic levels, which has depressed crude
spot tanker rates into the early part of the fourth quarter of
2020.
Typically, spot tanker rates would find some support during the
winter months due to the seasonal impacts of higher oil demand and
an increase in vessel delays due to poor weather and shorter
daylight hours. While these seasonal factors are still expected to
be positive for the tanker market, the potential increase in spot
rates this winter is expected to be tempered by the underlying
imbalance between tanker supply and demand. Mid-size tankers could
find some support from an increase in Libyan crude oil production,
which reached 1.0 mb/d during November 2020, having averaged only
0.1 mb/d during the third quarter of 2020. However, this could be
counter-balanced by a slowdown in demand due to a resurgence of
COVID-19 cases in Europe and North America, with the IEA lowering
its oil demand forecast for the fourth quarter of 2020 by 1.2 mb/d
in its November "Oil Market Report".
Looking ahead, we expect that tanker demand will continue to
recover during 2021 as oil demand increases and oil inventories are
brought back to more normal levels. However, the timing of this
recovery remains uncertain and depends to a large extent on how the
COVID-19 pandemic evolves over the coming months. The OPEC+ group
is scheduled to return a further 2.0 mb/d of oil supply to the
market from January 2021 onwards, which would be positive for
tanker demand; however, a slowdown in oil demand over the winter
due to renewed coronavirus lockdowns and higher oil supply from
Libya may cause OPEC+ to delay the return of this supply until
later in 2021. A more definitive determination is expected to be
made at the next OPEC meeting on November 30, 2020.
Fleet supply fundamentals continue to look very positive due to a
significantly reduced level of newbuild ordering, a diminishing
tanker orderbook, and the potential for higher scrapping due to an
aging world fleet. As of November 2020, the tanker orderbook
totaled 49.4 million deadweight tonnes (mdwt),
or just over 7.5 percent of the existing fleet size. When measured
as a proportion of the total fleet, this is the lowest orderbook
since 1996. The level of newbuild orders remains low, and is
expected to remain so due to uncertainty over vessel technology and
a more restrictive financial landscape. Although scrapping has been
very low this year, scrapping facilities have now returned to full
operation, and the level may pick up during periods of potentially
weaker spot tanker rates in 2021.
In summary, the tanker market has come off the highs seen during
the first half of the year, and the next few months look to be
challenging. However, tanker demand should continue to gradually
recover through the course of 2021 which, coupled with a positive
fleet supply outlook, should help the tanker market begin to
rebalance.
Fleet and TCE Rates
As at September 30, 2020, we owned 52 double-hulled oil and
product tankers and time chartered-in two Aframax and two LR2
tankers. We also owned a 50% interest in one VLCC, the results of
which are included in equity income.
The following table highlights the operating performance of our
time-charter vessels and spot vessels trading in RSAs, on voyage
charters and in FSL, measured in net voyage revenue per revenue
day, or TCE rates, before off-hire bunker expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tanker Segment |
|
Three Months Ended September 30, 2020 |
|
Revenues
(1)(5)
|
Voyage Expenses
(2)(5)
|
Adjustments
(3)
|
TCE Revenues |
Revenue Days |
Average TCE per Revenue Day
(3)
|
|
(in thousands) |
(in thousands) |
(in thousands) |
(in thousands) |
|
|
|
|
|
|
|
|
|
|
Voyage-charter contracts - Suezmax |
$ |
51,134 |
|
$ |
(21,363) |
|
$ |
1,134 |
|
$ |
30,905 |
|
1,388 |
|
$ |
22,269 |
|
|
Voyage-charter contracts - Aframax
(4)
|
$ |
48,104 |
|
$ |
(25,435) |
|
$ |
35 |
|
$ |
22,704 |
|
1,534 |
|
$ |
14,802 |
|
|
Voyage-charter contracts - LR2
(4)(5)
|
$ |
25,070 |
|
$ |
(12,650) |
|
$ |
40 |
|
$ |
12,460 |
|
865 |
|
$ |
14,400 |
|
|
Time-charter out contracts - Suezmax |
$ |
35,133 |
|
$ |
(1,038) |
|
$ |
167 |
|
$ |
34,262 |
|
831 |
|
$ |
41,216 |
|
|
Time-charter out contracts - Aframax |
$ |
4,725 |
|
$ |
(123) |
|
$ |
(5) |
|
$ |
4,597 |
|
184 |
|
$ |
24,983 |
|
|
Time-charter out contracts - LR2 |
$ |
2,322 |
|
$ |
(126) |
|
$ |
68 |
|
$ |
2,264 |
|
79 |
|
$ |
28,638 |
|
|
Total |
$ |
166,488 |
|
$ |
(60,735) |
|
$ |
1,439 |
|
$ |
107,192 |
|
4,881 |
|
$ |
21,959 |
|
|
(1)Excludes
$1.1 million of revenue earned from our responsibilities in
employing the vessels subject to the RSAs, $0.4 million of bunker
commissions earned and $0.8 million of revenues related to the US
portion of our STS support services operations.
(2)Includes
$3.5 million of operating expenses related to providing lightering
support services to our FSL operations.
(3)Adjustments
primarily include off-hire bunker expenses, which are excluded from
Average TCE per revenue day.
(4)Includes
$18.5 million of revenues and $10.4 million of voyage expenses
related to our FSL operations, which includes $3.5 million of
operating expenses referenced in note (2) above related to FSL
operations.
(5)Excludes
$1.5 million of revenues and $0.5 million of voyage expenses
related to one risk-sharing agreement that was entered into during
the first quarter of 2019 for one time charter-in
contract.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tanker Segment |
|
Three Months Ended September 30, 2019 |
|
Revenues
(1)(5)
|
Voyage Expenses
(2)(5)
|
Adjustments
(3)
|
TCE Revenues |
Revenue Days |
Average TCE per Revenue Day
(3)
|
|
(in thousands) |
(in thousands) |
(in thousands) |
(in thousands) |
|
|
|
|
|
|
|
|
|
|
Voyage-charter contracts - Suezmax |
$ |
87,962 |
|
$ |
(46,368) |
|
$ |
444 |
|
$ |
42,038 |
|
2,576 |
|
$ |
16,321 |
|
|
Voyage-charter contracts - Aframax
(4)(5)
|
$ |
63,560 |
|
$ |
(37,209) |
|
$ |
687 |
|
$ |
27,038 |
|
1,821 |
|
$ |
14,850 |
|
|
Voyage-charter contracts - LR2
(5)
|
$ |
23,610 |
|
$ |
(12,060) |
|
$ |
(85) |
|
$ |
11,465 |
|
780 |
|
$ |
14,686 |
|
|
Time-charter out contracts - Suezmax |
$ |
1,909 |
|
$ |
(11) |
|
$ |
(13) |
|
$ |
1,885 |
|
92 |
|
$ |
20,488 |
|
|
Time-charter out contracts - Aframax |
$ |
— |
|
$ |
41 |
|
$ |
(41) |
|
$ |
— |
|
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
Total |
$ |
177,041 |
|
$ |
(95,607) |
|
$ |
992 |
|
$ |
82,426 |
|
5,269 |
|
$ |
15,643 |
|
|
(1)Excludes
$1.4 million of revenue earned from our responsibilities in
employing the vessels subject to the RSAs, $0.5 million of bunker
commissions earned and $0.5 million of revenues related to the US
portion of our STS support services operations.
(2)Includes
$3.2 million of operating expenses related to providing lightering
support services to our FSL operations.
(3)Adjustments
primarily include off-hire bunker expenses, which are excluded from
Average TCE per revenue day.
(4)Includes
$12.3 million of revenues and $8.8 million of voyage expenses
related to our FSL operations, which includes $3.2 million of
operating expenses referenced in note (2) above related to FSL
operations.
(5)Excludes
$3.1 million of revenues and $0.4 million of voyage expenses
related to the risk-sharing agreements that were entered into
during the first quarter of 2019 for two time charter-in
contracts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tanker Segment |
|
Nine Months Ended September 30, 2020 |
|
Revenues
(1)(5)
|
Voyage Expenses
(2)(5)
|
Adjustments
(3)
|
TCE Revenues |
Revenue Days |
Average TCE per Revenue Day
(3)
|
|
(in thousands) |
(in thousands) |
(in thousands) |
(in thousands) |
|
|
|
|
|
|
|
|
|
|
Voyage-charter contracts - Suezmax |
$ |
302,839 |
|
$ |
(101,175) |
|
$ |
2,644 |
|
$ |
204,308 |
|
5,003 |
|
$ |
40,836 |
|
|
Voyage-charter contracts - Aframax
(4)(5)
|
$ |
220,860 |
|
$ |
(89,982) |
|
$ |
(591) |
|
$ |
130,287 |
|
4,889 |
|
$ |
26,652 |
|
|
Voyage-charter contracts - LR2
(4)(5)
|
$ |
119,344 |
|
$ |
(49,510) |
|
$ |
1,434 |
|
$ |
71,268 |
|
2,694 |
|
$ |
26,456 |
|
|
Time-charter out contracts - Suezmax |
$ |
81,700 |
|
$ |
(2,681) |
|
$ |
505 |
|
$ |
79,524 |
|
2,078 |
|
$ |
38,261 |
|
|
Time-charter out contracts - Aframax |
$ |
6,883 |
|
$ |
(224) |
|
$ |
25 |
|
$ |
6,684 |
|
275 |
|
$ |
24,302 |
|
|
Time-charter out contracts - LR2 |
$ |
4,150 |
|
$ |
(176) |
|
$ |
95 |
|
$ |
4,069 |
|
150 |
|
$ |
27,137 |
|
|
Total |
$ |
735,776 |
|
$ |
(243,748) |
|
$ |
4,112 |
|
$ |
496,140 |
|
15,089 |
|
$ |
32,881 |
|
|
(1)Excludes
$4.3 million of revenue earned from our responsibilities in
employing the vessels subject to the RSAs, $1.4 million of bunker
commissions earned, $3.0 million of revenues related to the US
portion of our STS support services operations and a $1.1 million
reduction of taxes recoverable from one of our
customers.
(2)Includes
$9.9 million of operating expenses related to providing lightering
support services to our FSL operations.
(3)Adjustments
primarily include off-hire bunker expenses and early exit fees
incurred during the second quarter of 2020 for vessels that left
the RSAs without sufficient notice, which are excluded from Average
TCE per revenue day.
(4)Includes
$80.7 million of revenues and $38.8 million of voyage expenses
related to our FSL operations, which includes $9.9 million of
operating expenses referenced in note (2) above related to FSL
operations.
(5)Excludes
$8.2 million of revenues and $4.7 million of voyage expenses
related to risk-sharing agreements that were entered into during
the first quarter of 2019 for two time charter-in contracts, one of
which ended in the first quarter of 2020.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tanker Segment |
|
Nine Months Ended September 30, 2019 |
|
Revenues
(1)(5)
|
Voyage Expenses
(2)(5)
|
Adjustments
(3)
|
TCE Revenues |
Revenue Days |
Average TCE per Revenue Day
(3)
|
|
(in thousands) |
(in thousands) |
(in thousands) |
(in thousands) |
|
|
|
|
|
|
|
|
|
|
Voyage-charter contracts - Suezmax |
$ |
276,972 |
|
$ |
(139,864) |
|
$ |
3,591 |
|
$ |
140,699 |
|
7,409 |
|
$ |
18,992 |
|
|
Voyage-charter contracts - Aframax
(4)(5)
|
$ |
221,451 |
|
$ |
(117,111) |
|
$ |
1,538 |
|
$ |
105,878 |
|
5,336 |
|
$ |
19,843 |
|
|
Voyage-charter contracts - LR2
(5)
|
$ |
82,345 |
|
$ |
(40,975) |
|
$ |
121 |
|
$ |
41,491 |
|
2,435 |
|
$ |
17,038 |
|
|
Time-charter out contracts - Suezmax |
$ |
4,977 |
|
$ |
(147) |
|
$ |
183 |
|
$ |
5,013 |
|
273 |
|
$ |
18,362 |
|
|
Time-charter out contracts - Aframax |
$ |
1,838 |
|
$ |
168 |
|
$ |
(178) |
|
$ |
1,828 |
|
75 |
|
$ |
24,276 |
|
|
|
|
|
|
|
|
|
|
Total |
$ |
587,583 |
|
$ |
(297,929) |
|
$ |
5,255 |
|
$ |
294,909 |
|
15,528 |
|
$ |
18,992 |
|
|
(1)Excludes
$4.5 million of revenue earned from our responsibilities in
employing the vessels subject to the RSAs, $1.7 million of bunker
commissions earned and $4.1 million of revenues related to the US
portion of our STS support services operations.
(2)Includes
$8.6 million of operating expenses related to providing lightering
support services to our FSL operations.
(3)Adjustments
primarily include off-hire bunker expenses, which are excluded from
Average TCE per revenue day.
(4)Includes
$52.6 million of revenues and $33.6 million of voyage expenses
related to our FSL operations, which includes $8.6 million of
operating expenses referenced in note (2) above related to FSL
operations.
(5)Excludes
$11.0 million of revenues and $3.9 million of voyage expenses
related to the risk-sharing agreements that were entered into
during the first quarter of 2019 for two time charter-in
contracts.
Net Revenues.
Net revenues were $112.5 million and $513.1 million for the three
and nine months ended September 30, 2020, respectively,
compared to $89.6 million and $315.6 million for the same periods
in the prior year.
The increases for the three and nine months ended September 30,
2020 compared to the same periods in the prior year were primarily
the result of:
•increases
of $24.3 million and $45.9 million for the three and nine months
ended September 30, 2020, respectively, primarily due to a
higher number of vessels on time-charter out contracts earning
higher rates compared to the spot rates for the three and nine
months ended September 30, 2019;
•increases
of $6.0 million and $152.5 million for the three and nine months
ended September 30, 2020, respectively, due to higher overall
average realized spot rates earned by our Suezmax tankers, Aframax
tankers and LR2 product tankers;
•increases
of $2.3 million and $1.9 million for the three and nine months
ended September 30, 2020, respectively, due to higher net
results from our FSL dedicated tankers resulting from higher
overall average realized spot rates and FSL spot
rates;
•an
increase of $24.3 million for the nine months ended
September 30, 2020 due to fewer off-hire days related to dry
dockings and off-hire bunker expenses compared to the same period
in the prior year; and
•an
increase of $2.0 million for the nine months ended
September 30, 2020 due to one extra calendar day compared to
the same period in the prior year;
partially offset by
•decreases
of $8.6 million and $25.2 million for the three and nine months
ended September 30, 2020, respectively, primarily due to the
sale of four Suezmax tankers during the fourth quarter of 2019 and
first quarter of 2020 and the redeliveries of two Aframax
in-chartered tankers to their owners in the first quarter of 2020,
partially offset by the addition of one Aframax in-chartered tanker
that was delivered to us in the third quarter of 2019;
•a
decrease of $0.9 million for the three months ended
September 30, 2020 due to higher off-hire days related to dry
dockings and off-hire bunker expenses compared to the same period
in the prior year;
•a
decrease of $2.4 million for the nine months ended
September 30, 2020 due to early exit fees related to vessels
leaving RSAs to commence time-charter out contracts in the second
quarter of 2020; and
•a
decrease of $1.1 million for the nine months ended
September 30, 2020 due to a reduction of taxes recoverable
from one of our customers, offset by a corresponding decrease in
tax expense.
Vessel Operating Expenses.
Vessel operating expenses were $46.3 million and $137.3 million for
the three and nine months ended September 30, 2020,
respectively, compared to $44.3 million and $137.5 million, for the
same periods in the prior year. The increase for the three months
ended September 30, 2020 was primarily a result of increased crew
costs due to disruptions in crew changes resulting from the
COVID-19 global pandemic, partially offset by the sale of four
Suezmax tankers during the fourth quarter of 2019 and first quarter
of 2020.
Time-charter Hire Expenses.
Time-charter hire expenses were $9.1 million and $28.2 million for
the three and nine months ended September 30, 2020,
respectively, compared to $10.6 million and $30.9 million, for the
same periods in the prior year. The decreases were primarily due to
the redelivery of two chartered-in vessels in early 2020, partly
offset by the delivery of a new chartered-in vessel in the third
quarter of 2019.
Depreciation and Amortization.
Depreciation and amortization expense was $30.0 million and $88.7
million for the three and nine months ended September 30,
2020, respectively, compared to $30.8 million and $89.9 million,
for the same periods in the prior year. The decreases were mainly
due to the vessels sold in the fourth quarter of 2019 and first
quarter of 2020, partially offset by depreciation related to
capitalized dry-docking expenditures mainly relating to our TIL
vessels finishing their first dry dockings since the TIL purchase
in late 2017.
Write-Down and Loss on Sale of Assets.
Write-down and
loss on sale of assets of $45.0 million and $48.2 million
for the three and nine months ended September 30, 2020,
respectively, were due to:
•the
impairments recorded on five of our Aframax tankers primarily due
to a decline in spot tanker rates, short-term time charter rates,
and vessel values resulting from the current economic climate to
which the COVID-19 global pandemic was a contributing factor, which
resulted in a write-down of $43.5 million for the three and
nine months ended September 30, 2020;
•the
impairments recorded on our operating lease right-of-use assets
primarily due to a reduction in short-term time charter rates,
which resulted in write-downs of $1.4 million and
$2.1 million for the three and nine months ended
September 30, 2020, respectively; and
•the
sale of three Suezmax tankers in the first quarter of 2020, which
resulted in an aggregate net loss of $2.6 million for the nine
months ended September 30, 2020.
Restructuring Charge.
Restructuring charge of $1.4 million for the three and nine
months ended September 30, 2020 related to estimated severance
costs resulting from organizational changes to our tanker services
and operations, partially related to the sale of the non-US portion
of our ship-to-ship support services business in April
2020.
Equity Income.
Equity income was $0.1 million and $5.2 million for the
three and nine months ended September 30, 2020, respectively,
compared to $0.1 million and $0.7 million, respectively
for the same periods in the prior year. The increase for the nine
months ended September 30, 2020 was primarily due to higher
spot rates realized by our 50% ownership interest in a VLCC, which
has been trading in a third-party managed VLCC pooling
arrangement.
Ship-to-ship Transfer Segment
Our STS transfer segment consisted of our non-US lightering support
services, as well as our LNG terminal management, consultancy,
procurement and other related services, which was sold on April 30,
2020.
The following table presents the operating results for our STS
transfer segment for the three and nine months ended
September 30, 2020 and 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
(in thousands of U.S. Dollars, except percentage
changes) |
|
2020 |
|
2019 |
|
% Change |
|
2020 |
|
2019 |
|
% Change |
Revenues |
|
— |
|
5,015 |
|
(100.0)% |
|
6,992 |
|
23,797 |
|
(70.6)% |
Vessel operating expenses |
|
— |
|
(4,217) |
|
(100.0)% |
|
(5,940) |
|
(19,265) |
|
(69.2)% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
— |
|
(730) |
|
(100.0)% |
|
(493) |
|
(2,138) |
|
(76.9)% |
General and administrative expenses
(1)
|
|
— |
|
(359) |
|
(100.0)% |
|
(627) |
|
(1,117) |
|
(43.9)% |
Gain on sale of assets |
|
— |
|
— |
|
— |
|
3,081 |
|
— |
|
100.0% |
(Loss) income from operations |
|
— |
|
(291) |
|
(100.0)% |
|
3,013 |
|
1,277 |
|
135.9% |
(1)Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on
estimated use of corporate resources). See the discussion under
“Other Operating Results” below.
Revenues, Vessel Operating Expenses, and Depreciation and
Amortization.
Revenues, vessel operating expenses, and depreciation and
amortization decreased for the three and nine months ended
September 30, 2020 compared to the same periods in the prior
year due to the sale of the non-US portion of our ship-to-ship
support services business as well as our LNG terminal management
business during the second quarter of 2020, and the completion of
an LNG terminal management project and an LNG STS contract in
2019.
Gain on Sale of Assets.
The gain on the sale of assets of $3.1 million for the nine months
ended September 30, 2020 was due to the gain on the sale of
the non-US portion of our ship-to-ship support services business as
well as our LNG terminal management business during the second
quarter of 2020.
Other Operating Results
The following table compares our other operating results for the
three and nine months ended September 30, 2020 and
2019:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Nine Months Ended |
|
|
September 30, 2020 |
|
September 30, 2019 |
|
September 30, 2020 |
|
September 30, 2019 |
(in thousands of U.S. Dollars) |
|
$ |
|
$ |
|
$ |
|
$ |
General and administrative expenses |
|
(9,887) |
|
(8,739) |
|
(28,957) |
|
(27,412) |
Interest expense |
|
(12,553) |
|
(16,134) |
|
(41,180) |
|
(49,683) |
Interest income |
|
337 |
|
138 |
|
1,160 |
|
724 |
Realized and unrealized (loss) gain on derivative
instruments |
|
(414) |
|
1,453 |
|
(1,830) |
|
(1,172) |
Income tax (expense) recovery |
|
(2,187) |
|
(1,435) |
|
11,747 |
|
(5,688) |
Other (expense) income |
|
(470) |
|
933 |
|
1,613 |
|
1,182 |
General and Administrative Expenses.
General and administrative expenses were $9.9 million and $29.0
million for the three and nine months ended September 30,
2020, respectively, compared to $8.7 million and $27.4 million for
the same periods in the prior year. The increases were primarily
due to the timing of annual software license fees and higher
general corporate expenditures.
Interest Expense.
Interest expense was $12.6 million and $41.2 million for the three
and nine months ended September 30, 2020, respectively,
compared to $16.1 million and $49.7 million for the same periods in
the prior year. The decreases are primarily due to significant
prepayments of loan principal during the fourth quarter of 2019 and
during the first three quarters of 2020, and the debt refinancings
completed in the first and third quarters of 2020 (please refer to
"Liquidity and Capital Resources" below), which resulted in lower
interest rates in comparison to those under the previous
facilities, along with overall lower average LIBOR rates, partially
offset by the write-off of previously capitalized loan costs and
non-capitalized loan costs associated with the debt
refinancings.
Realized and Unrealized (Loss) Gain on Derivative
Instruments.
Realized and unrealized losses on derivative instruments were $0.4
million and $1.8 million for the three and nine months ended
September 30, 2020, respectively, compared to a gain of $1.5
million and a loss of $1.2 million for the same periods in the
prior year.
For the nine months ended September 30, 2019, we had interest rate
swap agreements with an aggregate average net outstanding notional
amount of approximately $269.4 million, with an average fixed rate
of approximately 1.5%. In January 2020, we extinguished all of our
then existing interest rate swaps and in March 2020, we entered
into a new interest rate swap with a notional amount of $50.0
million and a fixed rate of approximately 0.8%, which is scheduled
to mature in December 2024. We incurred a realized loss of $0.1
million and a realized gain of $0.6 million, respectively, during
the three and nine months ended September 30, 2020, compared
to realized gains of $0.6 million and $2.4 million 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, we recognized an unrealized gain of $0.1 million
and an unrealized loss of $1.6 million, respectively, in the three
and nine months ended September 30, 2020, compared to
unrealized losses of $0.5 million and $5.0 million for the same
periods in the prior year under the interest rate swap
agreements.
We use forward freight agreements (or
FFAs)
to increase or decrease our exposure to spot market rates, within
defined limits. We incurred realized losses of $0.2 million and
$0.4 million, respectively, during the three and nine months ended
September 30, 2020, compared to realized gains of $0.4 million
for the same periods in the prior year and unrealized losses of
$0.2 million and $0.3 million, respectively, during the three and
nine months ended September 30, 2020, compared to unrealized
gains of $0.9 million and $1.1 million for the same periods in the
prior year under the FFAs.
Income Tax (Expense) Recovery.
Freight tax and other tax was an expense of $2.2 million and a
recovery of $11.7 million for the three and nine months ended
September 30, 2020, respectively, compared to expenses of $1.4
million and $5.7 million for the same periods in the prior
year. The increase in the three months ended September 30,
2020 was primarily due to changes in vessel trading activities. The
fluctuation in the nine months ended September 30, 2020 was
mainly due to a reversal of $15.2 million of freight tax
liabilities as a result of an agreement in principle secured with a
tax authority relating to an outstanding uncertain tax liability in
a certain jurisdiction, which is based in part on a recent
initiative of the tax authority in response to COVID-19, and
included the waiver of interest and penalties on unpaid taxes. For
additional information, please read "Item 1 - Financial Statements:
Note 10 - Income Tax (Expense) Recovery" of this
report.
Other (Expense) Income.
Other (expense) income was $(0.5) million and $1.6 million for
the three and nine months ended September 30, 2020,
respectively compared to $0.9 million and $1.2 million for the same
periods in the prior year. These fluctuations were primarily due to
changes in foreign exchange rates related to our accrued tax and
working capital account balances. The increase for the nine months
ended September 30, 2020 was also due to the amortization of a
previously deferred gain.
Liquidity and Capital Resources
Liquidity and Cash Needs
As at September 30, 2020, we had a working capital surplus of
$95.5 million, compared to a working capital surplus of $141.5
million as at December 31, 2019.
Our primary sources of liquidity are cash and cash equivalents,
cash flows provided by our operations, our undrawn credit
facilities and capital raised through financing transactions. As at
September 30, 2020, our total consolidated cash and cash
equivalents was $120.9 million, compared to $88.8 million as at
December 31, 2019. Our total consolidated liquidity, including
cash, cash equivalents and undrawn credit facilities, was $469.8
million as at September 30, 2020, compared to $150.3 million
as at December 31, 2019. Our cash balance and liquidity
increased primarily as a result of net operating cash flow and net
proceeds received from the sale of three Suezmax vessels and the
sale of the non-US portion of our ship-to-ship support services
business as well as our LNG terminal management business. The
increase in liquidity was also due to a $270.2 million increase in
amounts undrawn under our credit facilities, mainly due to
prepayments of loan principal during the first three quarters of
2020 using cash flows generated from operations and the sale of
assets, and the refinancing in January 2020, described below. We
anticipate that our primary sources of funds for our short-term
liquidity needs will be cash flows from operations, existing cash
and cash equivalents and undrawn short-term and long-term
borrowings, which we believe will be sufficient to meet our
existing liquidity needs for at least the next
12 months.
In January 2020, we entered into a $532.8 million long-term
revolving credit facility (or the
2020 Revolver),
which is scheduled to mature in December 2024, and which had an
outstanding balance of $155.0 million as at September 30,
2020. We used proceeds from the 2020 Revolver to repay a portion of
the $455.3 million then outstanding under our prior two revolving
facilities, which were scheduled to mature in 2021 and 2022, and
two term loans facilities, which were scheduled to mature in 2020
and 2021.
In August 2020, we entered into a $67.4 million term loan facility
(or the
2020 Term Loan),
which is scheduled to mature in August 2023, and which had an
outstanding balance of $67.4 million as at September 30, 2020.
We used proceeds from the 2020 Term Loan to repay a portion of the
$85.1 million then outstanding under one previous term loan
facility, which was scheduled to mature in 2021.
Our short-term liquidity requirements include the payment of
operating expenses, dry-docking expenditures, debt servicing costs,
scheduled repayments of long-term debt, scheduled repayments of our
obligations related to finance leases, as well as funding our other
working capital requirements. Our short-term charters and spot
market tanker operations contribute to the volatility of our net
operating cash flow, and thus impact our ability to generate
sufficient cash flows to meet our short-term liquidity needs.
Historically, the tanker industry has been cyclical, experiencing
volatility in profitability and asset values resulting from changes
in the supply of, and demand for, vessel capacity. In addition,
tanker spot markets historically have exhibited seasonal variations
in charter rates. Tanker spot markets are typically stronger in the
winter months as a result of increased oil consumption in the
northern hemisphere and unpredictable weather patterns that tend to
disrupt vessel scheduling. However, this typical seasonality might
be counter-balanced this year by a potential slowdown in demand due
to a resurgence of COVID-19 cases in many regions and the potential
for renewed restrictions and lockdowns over the winter
months.
Our long-term capital needs primarily include capital expenditures
and repayment of our loan facilities and obligations related to
finance leases. Generally, we expect that our long-term sources of
funds will be cash from operations, cash balances, long-term bank
borrowings and other debt or equity financings. We expect that we
will rely upon external financing sources, including bank
borrowings and the issuance of debt and equity securities, to fund
acquisitions and capital expenditures, including opportunities we
may pursue to purchase additional vessels.
Our operating lease commitments and obligations related to finance
leases are described in "Item 1 - Financial Statements: Note 7 -
Operating Leases and Obligations Related to Finance Leases", our
revolving credit facility and term loan are described in "Item 1 -
Financial Statements: Note 6 - Long-term Debt" and our working
capital loan is described in "Item 1 - Financial Statements: Note 5
- Short-term Debt" of this report. Our working capital loan
requires us to maintain a minimum threshold of paid-in capital
contribution and retained distributions of the RSA participants.
Our revolving credit facility and term loan contain covenants and
other restrictions that we believe are typical of debt financing
collateralized by vessels, including those that restrict the
relevant subsidiaries from: incurring or guaranteeing additional
indebtedness; making certain negative pledges or granting certain
liens; and selling, transferring, assigning or conveying assets. In
the future, some of the covenants and restrictions in our financing
agreements could restrict the use of cash generated by ship-owning
subsidiaries in a manner that could adversely affect our ability to
pay dividends on our common stock. However, we currently do not
expect that these covenants will have such an effect. Our revolving
credit facility, term loan and obligations related to finance
leases require us to maintain financial covenants, which are
described in further detail in Note 6 and 7 of our unaudited
interim consolidated financial statements. If we do not meet these
financial covenants, the lender may declare our obligations under
the agreements immediately due and payable and terminate any
further loan commitments, which would significantly affect our
short-term liquidity requirements. As of the date these unaudited
consolidated financial statements were issued, we were in
compliance with all covenants under our revolving credit facility,
term loan, working capital loan and obligations related to finance
leases.
Cash Flows
The following table summarizes our sources and uses of cash for the
periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
|
2020 |
|
2019 |
(in thousands of U.S. Dollars) |
|
$ |
|
$ |
Net cash flow provided by operating activities |
|
347,811 |
|
62,783 |
Net cash flow used for financing activities |
|
(397,267) |
|
(33,597) |
Net cash flow provided by (used for) investing
activities |
|
81,661 |
|
(7,210) |
Operating Cash Flows
Net cash flow provided by operating activities primarily reflects
fluctuations as a result of changes in realized TCE rates, changes
in interest rates, fluctuations in working capital balances, the
timing and the amount of dry-docking expenditures, repairs and
maintenance activities, the average number of vessels in service,
and vessel dispositions. Our exposure to the spot tanker market has
contributed significantly to fluctuations in operating cash flows
historically as a result of highly cyclical spot tanker
rates.
Net cash flow provided by operating activities increased by $285.0
million for the nine months ended September 30, 2020 compared
to the same period in 2019. This increase was primarily due
to:
•a
net increase of $203.1 million in cash inflows primarily due to
higher operating earnings resulting from higher average realized
spot tanker rates, a higher number of vessels on time-charter out
contracts earning higher rates, and fewer off-hire days, partially
offset by the sale of four Suezmax tankers between December 2019
and March 2020 and the sale of our non-US portion of our
ship-to-ship support services business as well as our LNG terminal
management business;
•an
increase of $53.9 million in cash inflows due to changes in net
working capital; and
•an
increase of $28.0 million due to a reduction in cash outflows
related to expenditures for dry-docking activities during the nine
months ended September 30, 2020.
Financing Cash Flows
Net cash flow used for financing activities increased by $363.7
million for the nine months ended September 30, 2020 compared
to the same period in 2019. The increase was primarily due
to:
•an
increase of $218.9 million in cash outflows due to an increase in
repayments and prepayments on our revolving credit facilities and
term loans during the nine months ended September 30,
2020;
•a
decrease of $64.4 million in cash inflows due to the sale-leaseback
transaction completed in May 2019, partially offset by scheduled
repayments on our capital lease obligations; and
•an
increase of $80.0 million in cash outflows due to an increase in
repayments on our working capital facility during the nine months
ended September 30, 2020.
Investing Cash Flows
Net cash flow provided by investing activities increased by $88.9
million for the nine months ended September 30, 2020 compared
to the same period in 2019. The increase was primarily due
to:
•an
increase of $85.9 million in cash inflows due to the proceeds
received from the sale of the three Suezmax tankers and the sale of
the non-US portion of our STS support services business as well as
our LNG terminal management business during the nine months ended
September 30, 2020; and
•an
increase of $4.7 million in cash inflows due to loan repayments
from our joint venture during the nine months ended
September 30, 2020;
partially offset by
•an
increase in cash outflows of $1.7 million due to a higher amount of
capital expenditures for the fleet during the nine months ended
September 30, 2020.
Contractual Obligations and Contingencies
The following table summarizes our long-term contractual
obligations as at September 30, 2020:
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Beyond |
(in millions of U.S. Dollars) |
Total |
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2020 |
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2021 |
|
2022 |
|
2023 |
|
2024 |
|
2025 |
U.S. Dollar-Denominated Obligations |
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Scheduled repayments of revolving facilities, term loans and other
debt
(1)
|
60.5 |
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|
22.8 |
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|
11.2 |
|
|
11.2 |
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|
8.5 |
|
|
6.8 |
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|
— |
|
Repayments at maturity of revolving facilities, term loans and
other debt
(1)
|
181.9 |
|
|
— |
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|
— |
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|
— |
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|
33.7 |
|
|
148.2 |
|
|
— |
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Scheduled repayments of obligations related to finance
leases
(1) (2)
|
396.1 |
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6.7 |
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27.3 |
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29.5 |
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31.9 |
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34.6 |
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266.1 |
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Chartered-in vessels (operating leases)
(3)
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20.9 |
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8.9 |
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10.5 |
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1.5 |
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— |
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— |
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— |
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Total |
659.4 |
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|
38.4 |
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49.0 |
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42.2 |
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74.1 |
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189.6 |
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266.1 |
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(1)Our
interest-bearing obligations include commercial bank debt and
obligations related to finance leases. Please read "Item 1 -
Financial Statements: Note 7 - Operating Leases and Obligations
Related to Finance Leases", "Item 1 - Financial Statements: Note 5
- Short-term Debt" and "Item 1 - Financial Statements: Note 6 -
Long-term Debt" for the terms upon future interest payments are
determined.
(2)In
October 2020, we completed the purchases of two Aframax tankers for
a total cost of $29.6 million and in November 2020, we declared
purchase options to acquire two Suezmax tankers in May 2021 for a
total cost of $56.7 million, under the sale-leaseback arrangements
described in "Item 1 - Financial Statements: Note 7 - Operating
Leases and Obligations Related to Finance Leases". Giving effect to
these transactions, the scheduled repayments of obligations related
to finance leases are $35.9 million (remainder of 2020), $79.9
million (2021), $23.3 million (2022), $25.2 million (2023), $27.2
million (2024), and $205.9 million (thereafter).
(3)Excludes
payments required if we execute options to extend the terms of
in-chartered leases signed as of September 30, 2020. If we
exercise all options to extend the terms of signed in-chartered
leases, we would expect total payments of $9.6 million (remainder
of 2020), $29.5 million (2021), $6.9 million (2022), and $1.5
million (2023).
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have, or are
reasonably likely to have, a current or future material effect on
our financial condition, results of operations, liquidity, capital
expenditures or capital resources.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with
GAAP, which require us to make estimates in the application of our
accounting policies based on our best assumptions, judgments and
opinions. On a regular basis, management reviews the accounting
policies, assumptions, estimates and judgments to ensure that our
consolidated financial statements are presented fairly and in
accordance with GAAP. However, because future events and their
effects cannot be determined with certainty, actual results could
differ from our assumptions and estimates, and such differences
could be material. Accounting estimates and assumptions that we
consider to be the most critical to an understanding of our
financial statements because they inherently involve significant
judgments and uncertainties are discussed in Item 5 –
Operating and Financial Review and Prospects in our Annual Report
on Form 20-F for the year ended December 31, 2019. The
following contains those sections of our critical accounting
estimates that have been updated for significant developments up to
September 30, 2020:
Vessel Lives and Impairment
The following contains an update from our Annual Report on
Form 20-F for the year ended December 31, 2019 for
significant developments up to September 30, 2020 to our critical
accounting estimates with respect to Vessel Lives and Impairment
for vessels where undiscounted cash flows are marginally greater
than the carrying values. The table below presents the aggregate
market values and carrying values of our vessels that we have
determined have a market value that is less than their carrying
value and which have estimated future undiscounted cash flows that
are only marginally greater than their respective carrying values
as of September 30, 2020. While the market values of these
vessels are below their carrying values, no impairment has been
recognized on any of these vessels in the nine months ended
September 30, 2020 as the estimated future undiscounted cash flows
relating to such vessels are greater than their carrying values and
GAAP does not allow an impairment to be recognized under this
circumstance. We consider the vessels reflected in the following
table to be at a higher risk of future impairment as compared to
other vessels in our fleet:
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Aframax, Suezmax and Product Tankers
(in thousands of U.S. dollars, except number of
vessels)
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# Vessels |
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Market
Values
(1)
|
|
Carrying
Values |
Tankers |
15 |
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312,200 |
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486,346 |
|
(1)Market
values are determined using reference to second-hand market
comparables. Since vessel values can be volatile, our estimates of
market value shown above may not be indicative of either the
current or future prices we could obtain if we sold any of the
vessels.
Our estimates of future cash flows involve assumptions about future
charter rates, vessel utilization, operating expenses, dry-docking
expenditures, vessel residual values, the probability of the vessel
being sold and the remaining estimated life of our vessels. Our
estimated charter rates are based on rates under existing vessel
contracts and market rates at which we expect we can re-charter our
vessels. Our estimates of vessel utilization, including estimated
off-hire time, are based on historical experience and our
projections of the number of future tanker voyages. Our estimates
of operating expenses and dry-docking expenditures are based on
historical operating and dry-docking costs and our expectations of
future inflation and operating requirements. Vessel residual values
are a product of a vessel’s lightweight tonnage and an estimated
scrap rate per tonne. The probability of the vessel being sold is
based on our current plans and expectations. The remaining
estimated lives of our vessels used in our estimates of future cash
flows are consistent with those used in the calculations of
depreciation.
In our experience, certain assumptions relating to our estimates of
future cash flows are more predictable by their nature, including
estimated revenue under existing contract terms, on-going operating
costs and remaining vessel life. Certain assumptions relating to
our estimates of future cash flows require more discretion and are
inherently less predictable, such as future charter rates beyond
the firm period of existing contracts, the probability and timing
of vessels being sold and vessel residual values, due to their
volatility. We believe that the assumptions used to estimate future
cash flows of our vessels are reasonable at the time they are made.
We can make no assurances, however, as to whether our estimates of
future cash flows, particularly future vessel charter rates or
vessel values, will be accurate.
FORWARD-LOOKING STATEMENTS
This Report on Form 6-K for the three and nine months ended
September 30, 2020 contains certain forward-looking statements
(as such term is defined in Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended) concerning future events and our
operations, performance and financial condition, including, in
particular, statements regarding:
•crude
oil and refined product tanker market fundamentals, including the
balance of supply and demand in the oil and tanker markets and the
volatility of such markets;
•forecasts
of worldwide tanker fleet growth or contraction and newbuilding
tanker deliveries and vessel scrapping;
•estimated
changes in global oil demand and supply;
•our
expectation of being able to pass along the higher cost of low
sulphur fuel to our customers;
•future
tanker rates, OPEC+ oil production or oil supply cuts and floating
storage demand;
•our
expectations regarding the effects of the COVID-19 pandemic on our
industry and business, including our liquidity and the potential
effect on typical seasonal variations in tanker rates;
•our
liquidity needs for the upcoming 12 months, including anticipated
funds and sources of financing for liquidity and capital
expenditure needs, the sufficiency of cash flows;
•our
expectations regarding, and our accounting estimates and the level
of expected changes in our provisions for uncertain tax positions
relating to freight taxes in the next 12 months; and
•expected
interest payments on our contractual obligations and the impact on
our payment obligations if we exercise options to extend
in-chartered leases.
Forward-looking statements include, without limitation, any
statement that may predict, forecast, indicate or imply future
results, performance or achievements, and may contain the words
“believe”, “anticipate”, “expect”, “estimate”, “project”, “will
be”, “will continue”, “will likely result”, or words or phrases of
similar meanings. These statements involve known and unknown risks
and are based upon a number of assumptions and estimates that are
inherently subject to significant uncertainties and contingencies,
many of which are beyond our control. Actual results may differ
materially from those expressed or implied by such forward-looking
statements, which involve risks and uncertainties. Important
factors that could cause actual results to differ materially
include, but are not limited to: spot tanker market rate
fluctuations; changes in vessel values; changes in price, the
production of or demand for oil or refined products; changes in
trading patterns significantly affecting overall vessel tonnage
requirements; greater or lower than expected levels of tanker
scrapping; OPEC+ production and supply levels; the duration and
extent of the coronavirus outbreak and any resulting effects on the
markets in which we operate; the impact of the coronavirus outbreak
on our ability to maintain safe and efficient operations; changes
in applicable industry laws and regulations and the timing of
implementation of new laws and regulations; the potential for early
termination of charter contracts and our potential inability to
renew or replace charter contracts; competitive factors in the
markets in which we operate; loss of any customer, time-charter or
vessel; our potential inability to meet our liquidity needs; our
future capital expenditure requirements; changes in interest rates
and the capital markets; changes in our costs, such as the cost of
crews, dry-docking expenses and associated off-hire days;
dry-docking delays; geopolitical tensions; our exposure to foreign
currency exchange rate fluctuations; and other factors detailed
from time to time in our periodic reports filed with the SEC,
including our Annual Report on Form 20-F for the year ended
December 31, 2019. We do not intend to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in our expectations with respect
thereto or any change in events, conditions or circumstances on
which any such statement is based.
TEEKAY TANKERS LTD. AND SUBSIDIARIES
September 30, 2020
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
None.
Item 1A – Risk Factors
In addition to the other information set forth in this Report on
Form 6-K, you should carefully consider the risk factors discussed
in Part I, “Item 3. Key Information—Risk Factors” in our Annual
Report on Form 20-F for the year ended December 31, 2019,
which could materially affect our business, financial condition or
results of operations and the price and value of our
securities.
Item 2 – Unregistered Sales of Equity Securities and Use of
Proceeds
None.
Item 3 – Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
N/A.
Item 5 – Other Information
N/A.
Item 6 – Exhibits
N/A.
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO
THE FOLLOWING REGISTRATION STATEMENTS OF THE COMPANY.
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-148055) FILED WITH
THE SEC ON DECEMBER 13, 2007.
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-194404) FILED WITH
THE SEC ON MARCH 7, 2014.
REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-223824) FILED WITH
THE SEC ON MARCH 21, 2018.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly
authorized.
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TEEKAY TANKERS LTD. |
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Date: |
November 24, 2020 |
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By: |
/s/ Stewart Andrade |
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Stewart Andrade
Chief Financial Officer
(Principal Financial and Accounting Officer)
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