Table of Contents
SECURITIES AND EXCHANGE COMMISSION
the Securities Exchange Act of 1934
69 Pitts Bay Road
Hamilton, HM 08 Bermuda
(Address of principal executive office)
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Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
REVENUES | 500,368 | 880,876 | 1,649,392 | 2,432,123 | ||||||||||||
OPERATING EXPENSES | ||||||||||||||||
Voyage expenses | 71,659 | 213,709 | 225,253 | 572,685 | ||||||||||||
Vessel operating expenses(note 16) | 147,442 | 160,138 | 437,299 | 469,517 | ||||||||||||
Time-charter hire expense(note 16) | 94,964 | 157,822 | 348,243 | 445,444 | ||||||||||||
Depreciation and amortization | 107,111 | 108,493 | 321,856 | 312,900 | ||||||||||||
General and administrative(notes 11d and 16) | 52,238 | 44,372 | 156,073 | 184,735 | ||||||||||||
Loss (gain) on sale of vessels and equipment — net of write-downs (note 13) | 915 | (36,292 | ) | (10,286 | ) | (39,713 | ) | |||||||||
Restructuring charge (note 14a) | 1,456 | 5,063 | 12,017 | 11,180 | ||||||||||||
Total operating expenses | 475,785 | 653,305 | 1,490,455 | 1,956,748 | ||||||||||||
Income from vessel operations | 24,583 | 227,571 | 158,937 | 475,375 | ||||||||||||
OTHER ITEMS | ||||||||||||||||
Interest expense(note 16) | (30,035 | ) | (63,180 | ) | (111,505 | ) | (215,139 | ) | ||||||||
Interest income(note 16) | 4,193 | 20,686 | 15,894 | 73,408 | ||||||||||||
Realized and unrealized (loss) gain on non-designated derivative instruments(note 16) | (121,664 | ) | (90,594 | ) | 83,066 | (125,542 | ) | |||||||||
Equity (loss) income from joint ventures(note 11b) | (8,945 | ) | (5,108 | ) | 29,857 | (10,780 | ) | |||||||||
Foreign exchange (loss) gain (notes 8 and 16) | (26,047 | ) | 44,918 | (39,900 | ) | 8,323 | ||||||||||
Other income (loss) (note 14b) | 2,938 | (18,144 | ) | 8,343 | (7,662 | ) | ||||||||||
Net (loss) income before income taxes | (154,977 | ) | 116,149 | 144,692 | 197,983 | |||||||||||
Income tax (expense) recovery(note 18) | (10,904 | ) | 26,304 | (12,174 | ) | 35,022 | ||||||||||
Net (loss) income | (165,881 | ) | 142,453 | 132,518 | 233,005 | |||||||||||
Less: Net loss (income) attributable to non-controlling interests | 23,633 | (39,325 | ) | (33,902 | ) | (51,587 | ) | |||||||||
Net (loss) income attributable to stockholders of Teekay Corporation | (142,248 | ) | 103,128 | 98,616 | 181,418 | |||||||||||
Per common share of Teekay Corporation(note 17) | ||||||||||||||||
• Basic (loss) earnings | (1.96 | ) | 1.42 | 1.36 | 2.50 | |||||||||||
• Diluted (loss) earnings | (1.96 | ) | 1.41 | 1.35 | 2.48 | |||||||||||
• Cash dividends declared | 0.31625 | 0.27500 | 0.94875 | 0.82500 | ||||||||||||
Weighted average number of common shares outstanding(note 17) | ||||||||||||||||
• Basic | 72,553,809 | 72,467,924 | 72,535,438 | 72,496,564 | ||||||||||||
• Diluted | 72,553,809 | 73,033,603 | 72,876,558 | 73,248,540 |
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As at | As at | |||||||
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
$ | $ | |||||||
ASSETS | ||||||||
Current | ||||||||
Cash and cash equivalents(note 8) | 495,402 | 814,165 | ||||||
Restricted cash(note 9) | 37,845 | 35,841 | ||||||
Accounts receivable | 180,121 | 300,462 | ||||||
Vessels held for sale(note 13) | 34,637 | 69,649 | ||||||
Net investment in direct financing leases(note 4) | 33,217 | 22,941 | ||||||
Prepaid expenses | 106,550 | 117,651 | ||||||
Other assets | 41,233 | 33,794 | ||||||
Total current assets | 929,005 | 1,394,503 | ||||||
Restricted cash — long-term(note 9) | 615,093 | 614,715 | ||||||
Vessels and equipment(note 8) | ||||||||
At cost, less accumulated depreciation of $1,606,647 (2008 - $1,351,786) | 5,786,648 | 5,784,597 | ||||||
Vessels under capital leases, at cost, less accumulated amortization of $130,499 (2008 - $106,975)(note 9) | 908,040 | 928,795 | ||||||
Advances on newbuilding contracts(note 11a) | 196,080 | 553,702 | ||||||
Total vessels and equipment | 6,890,768 | 7,267,094 | ||||||
Net investment in direct financing leases — non-current(note 4) | 448,272 | 56,567 | ||||||
Loans to joint ventures | 22,161 | 28,019 | ||||||
Derivative assets(note 16) | 58,249 | 154,248 | ||||||
Investment in joint ventures(note 11b) | 117,204 | 103,956 | ||||||
Other non-current assets | 139,898 | 127,940 | ||||||
Intangible assets — net(note 6) | 238,392 | 264,768 | ||||||
Goodwill(note 6) | 203,191 | 203,191 | ||||||
Total assets | 9,662,233 | 10,215,001 | ||||||
LIABILITIES AND EQUITY | ||||||||
Current | ||||||||
Accounts payable | 53,835 | 59,973 | ||||||
Accrued liabilities | 277,822 | 315,987 | ||||||
Current portion of derivative liabilities(note 16) | 135,091 | 166,725 | ||||||
Current portion of long-term debt(note 8) | 350,239 | 245,043 | ||||||
Current obligation under capital leases(note 9) | 44,739 | 147,616 | ||||||
Current portion of in-process revenue contracts(note 6) | 63,302 | 74,777 | ||||||
Loan from joint venture partners | 1,990 | 21,019 | ||||||
Total current liabilities | 927,018 | 1,031,140 | ||||||
Long-term debt(note 8) | 4,168,490 | 4,707,749 | ||||||
Long-term obligation under capital leases(note 9) | 779,626 | 669,725 | ||||||
Derivative liabilities(note 16) | 362,816 | 676,540 | ||||||
Deferred income taxes(note 18) | 16,803 | 6,182 | ||||||
Asset retirement obligation | 22,000 | 18,977 | ||||||
In-process revenue contracts(note 6) | 200,935 | 243,088 | ||||||
Other long-term liabilities | 228,961 | 209,195 | ||||||
Total liabilities | 6,706,649 | 7,562,596 | ||||||
Commitments and contingencies(notes 9, 11 and 16) | ||||||||
Equity | ||||||||
Common stock and additional paid-in capital(note 10) | 651,884 | 642,911 | ||||||
Retained earnings | 1,563,713 | 1,507,617 | ||||||
Non-controlling interest | 757,167 | 583,938 | ||||||
Accumulated other comprehensive loss(note 15) | (17,180 | ) | (82,061 | ) | ||||
Total equity | 2,955,584 | 2,652,405 | ||||||
Total liabilities and equity | 9,662,233 | 10,215,001 | ||||||
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Nine Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
$ | $ | |||||||
Cash and cash equivalents provided by (used for) | ||||||||
OPERATING ACTIVITIES | ||||||||
Net income | 132,518 | 233,005 | ||||||
Non-cash items: | ||||||||
Depreciation and amortization | 321,856 | 312,900 | ||||||
Amortization of in-process revenue contracts | (56,719 | ) | (55,733 | ) | ||||
Gain on sale of marketable securities | — | (4,576 | ) | |||||
Gain on sale of vessels and equipment | (27,399 | ) | (39,713 | ) | ||||
Write-down of marketable securities | — | 13,885 | ||||||
Write-down of intangible assets | 1,076 | — | ||||||
Write-down of vessels and equipment | 17,113 | — | ||||||
Loss on repurchase of bonds | — | 1,310 | ||||||
Equity (income) loss, net of dividends received | (26,914 | ) | 7,278 | |||||
Income tax expense (recovery) | 12,174 | (35,022 | ) | |||||
Employee stock option compensation | 8,607 | 8,981 | ||||||
Foreign exchange loss and other | 37,049 | (56,406 | ) | |||||
Unrealized (gains) losses on derivative instruments | (195,048 | ) | 95,366 | |||||
Change in non-cash working capital items related to operating activities (note 7) | 132,802 | (103,055 | ) | |||||
Expenditures for drydocking | (58,815 | ) | (60,905 | ) | ||||
Net operating cash flow | 298,300 | 317,315 | ||||||
FINANCING ACTIVITIES | ||||||||
Proceeds from issuance of long-term debt | 762,712 | 1,978,792 | ||||||
Debt issuance costs | (3,852 | ) | (1,825 | ) | ||||
Scheduled repayments of long-term debt | (113,534 | ) | (235,172 | ) | ||||
Prepayments of long-term debt | (1,104,204 | ) | (881,993 | ) | ||||
Repayments of capital lease obligations | (6,949 | ) | (6,766 | ) | ||||
Proceeds from loans from joint venture partner | 591 | — | ||||||
Repayment of loans from joint venture partner | (23,390 | ) | (1,489 | ) | ||||
Decrease (increase) in restricted cash | 5,228 | (56,924 | ) | |||||
Net proceeds from issuance of Teekay LNG Partners L.P. units (note 5) | 67,095 | 148,331 | ||||||
Net proceeds from issuance of Teekay Offshore Partners L.P. units (note 5) | 102,098 | 142,160 | ||||||
Net proceeds from issuance of Teekay Tankers Ltd. Class A shares (note 5) | 65,556 | — | ||||||
Issuance of Common Stock upon exercise of stock options | 352 | 4,206 | ||||||
Repurchase of Common Stock | — | (20,512 | ) | |||||
Distribution from subsidiaries to non-controlling interests | (83,646 | ) | (61,616 | ) | ||||
Cash dividends paid | (68,800 | ) | (59,952 | ) | ||||
Other financing activities | — | (1,442 | ) | |||||
Net financing cash flow | (400,743 | ) | 945,798 | |||||
INVESTING ACTIVITIES | ||||||||
Expenditures for vessels and equipment | (431,607 | ) | (546,334 | ) | ||||
Proceeds from sale of vessels and equipment | 198,837 | 184,338 | ||||||
Purchases of marketable securities | — | (542 | ) | |||||
Proceeds from sale of marketable securities | — | 11,058 | ||||||
Acquisition of additional 35.3% of Teekay Petrojarl ASA(note 3) | — | (258,555 | ) | |||||
Investment in joint ventures | (7,288 | ) | (1,434 | ) | ||||
Advances to joint ventures | (1,206 | ) | (255,971 | ) | ||||
Investment in direct financing lease assets | — | (537 | ) | |||||
Direct financing lease payments received | 2,135 | 16,664 | ||||||
Other investing activities | 22,809 | 21,140 | ||||||
Net investing cash flow | (216,320 | ) | (830,173 | ) | ||||
(Decrease) increase in cash and cash equivalents | (318,763 | ) | 432,940 | |||||
Cash and cash equivalents, beginning of the period | 814,165 | 442,673 | ||||||
Cash and cash equivalents, end of the period | 495,402 | 875,613 | ||||||
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Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Net (loss) income | (165,881 | ) | 142,453 | 132,518 | 233,005 | |||||||||||
Other comprehensive income (loss): | ||||||||||||||||
Unrealized gain (loss) on marketable securities | 3,963 | (12,870 | ) | 5,053 | (16,636 | ) | ||||||||||
Reclassification adjustment for gain on sale of marketable securities | — | 13,886 | — | 9,310 | ||||||||||||
Pension adjustments | 437 | — | 252 | 1,058 | ||||||||||||
Unrealized change on qualifying cash flow hedging instruments | 22,980 | (44,320 | ) | 44,967 | (37,743 | ) | ||||||||||
Realized change on qualifying cash flow hedging instruments | 4,628 | 6,173 | 23,314 | 2,153 | ||||||||||||
Other comprehensive income (loss) | 32,008 | (37,131 | ) | 73,586 | (41,858 | ) | ||||||||||
Comprehensive (loss) income | (133,873 | ) | 105,322 | 206,104 | 191,147 | |||||||||||
Less: Comprehensive loss (income) attributable to non-controlling interests | 19,657 | (35,132 | ) | (42,589 | ) | (48,332 | ) | |||||||||
Comprehensive (loss) income attributable to stockholders of Teekay Corporation | (114,216 | ) | 70,190 | 163,515 | 142,815 | |||||||||||
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a) | In January 2009, the Company adopted an amendment to Financial Accounting Standards Board (orFASB) Accounting Standards Codification (orASC) 810,Consolidation, which requires the Company to make certain changes to the presentation of our financial statements. This amendment requires that non-controlling interests in subsidiaries held by parties other than the Company be identified, labeled and presented in the statement of financial position within equity, but separate from the stockholders’ equity. This amendment requires that the amount of consolidated net income (loss) attributable to the stockholders and to the non-controlling interest be clearly identified on the consolidated statements of income (loss). In addition, this amendment provides for consistency regarding changes in stockholders’ ownership including when a subsidiary is deconsolidated. Any retained non-controlling equity investment in the former subsidiary will be initially measured at fair value. Except for the presentation and disclosure provisions of this amendment, which were adopted retrospectively to the Company’s consolidated financial statements, this amendment was adopted prospectively. |
Three Months Ended | Nine Months Ended | |||||||
September 30, 2009 | September 30, 2009 | |||||||
$ | $ | |||||||
Pro forma net (loss) income attributable to the stockholders of Teekay Corporation | (142,785 | ) | 104,260 | |||||
Pro forma (loss) earnings per share: | ||||||||
Basic | (1.97 | ) | 1.44 | |||||
Diluted | (1.97 | ) | 1.43 |
b) | In January 2009, the Company adopted an amendment to FASB ASC 805,Business Combinations. This amendment requires an acquirer to recognize the assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at the acquisition date, measured at their fair values as of that date. This amendment also requires that the acquirer in a business combination achieved in stages to recognize the identifiable assets and liabilities, as well as the non-controlling interest in the acquiree, at the full fair values of the assets and liabilities as if they had occurred on the acquisition date. In addition, this amendment requires that all acquisition related costs be expensed as incurred, rather than capitalized as part of the purchase price and those restructuring costs that an acquirer expected, but was not obligated to incur, to be recognized separately from the business combination. This amendment applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this amendment did not have a material impact on the consolidated financial statements. |
c) | In January 2009, the Company adopted an amendment to FASB ASC 323,Investments — Equity Method and Joint Ventures, which addresses the accounting for the acquisition of equity method investments for changes in ownership levels. The adoption of this amendment did not have a material impact on the consolidated financial statements. |
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
d) | In January 2009, the Company adopted an amendment to FASB ASC 820,Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Non-financial assets and non-financial liabilities include all assets and liabilities other than those meeting the definition of a financial asset or financial liability. The Company’s adoption of this amendment did not have a material impact on the consolidated financial statements. See Note 12 of the notes to the consolidated financial statements. |
e) | In January 2009, the Company adopted an amendment to FASB ASC 815,Derivatives and Hedging, which requires expanded disclosures about a company’s derivative instruments and hedging activities, including increased qualitative, and credit-risk disclosures. See Note 16 of the notes to the consolidated financial statements. |
f) | In January 2009, the Company adopted an amendment to FASB ASC 350,Intangibles — Goodwill and Other, which amends the factors that should be considered in developing renewal or extension of assumptions used to determine the useful life of a recognized intangible asset. The adoption of this amendment did not have a material impact on the consolidated financial statements. |
g) | In April 2009, the Company adopted an amendment to FASB ASC 825,Financial Instruments, which requires disclosure of the fair value of financial instruments to be disclosed on a quarterly basis and that disclosures provide qualitative and quantitative information on fair value estimates for all financial instruments not measured on the balance sheet at fair value, when practicable, with the exception of certain financial instruments. See Note 12 of the notes to the consolidated financial statements. |
h) | In April 2009, the Company adopted an amendment to FASB ASC 855,Subsequent Events, which established general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This amendment requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. This amendment is effective for interim and annual reporting periods ending after June 15, 2009. The adoption of this amendment did not have a material impact on the consolidated financial statements. See Note 20 of the notes to the consolidated financial statements. |
i) | In June 2009, the FASB issued the FASB ASC effective for financial statements issued for interim and annual periods ending after September 15, 2009. The ASC identifies the source of GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date, the ASC superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the ASC will become non-authoritative. The Company adopted the ASC on July 1, 2009, and incorporated it in the notes to the consolidated financial statements. |
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Shuttle | Conventional Tanker | |||||||||||||||||||||||
Tanker and | Liquefied | Fixed-Rate | Spot | |||||||||||||||||||||
FSO | FPSO | Gas | Tanker | Tanker | ||||||||||||||||||||
Three Months ended September 30, 2009 | Segment | Segment | Segment | Segment | Segment | Total | ||||||||||||||||||
Revenues | 144,182 | 100,327 | 61,435 | 74,971 | 119,453 | 500,368 | ||||||||||||||||||
Voyage expenses | 23,652 | — | 465 | 1,552 | 45,990 | 71,659 | ||||||||||||||||||
Vessel operating expenses | 39,166 | 49,375 | 12,402 | 20,628 | 25,871 | 147,442 | ||||||||||||||||||
Time-charter hire expense | 27,772 | — | — | 13,015 | 54,177 | 94,964 | ||||||||||||||||||
Depreciation and amortization | 30,014 | 25,344 | 14,188 | 15,155 | 22,410 | 107,111 | ||||||||||||||||||
General and administrative(1) | 13,429 | 8,460 | 5,277 | 7,721 | 17,351 | 52,238 | ||||||||||||||||||
Loss (gain) on sale of vessels and equipment, net of write-downs | 961 | — | — | 680 | (726 | ) | 915 | |||||||||||||||||
Restructuring charge | 693 | — | 590 | 108 | 65 | 1,456 | ||||||||||||||||||
Income (loss) from vessel operations | 8,495 | 17,148 | 28,513 | 16,112 | (45,685 | ) | 24,583 | |||||||||||||||||
Shuttle | Conventional Tanker | |||||||||||||||||||||||
Tanker and | Liquefied | Fixed- Rate | Spot | |||||||||||||||||||||
FSO | FPSO | Gas | Tanker | Tanker | ||||||||||||||||||||
Three Months ended September 30, 2008 | Segment | Segment | Segment | Segment | Segment | Total | ||||||||||||||||||
Revenues | 183,386 | 100,359 | 57,669 | 61,486 | 477,976 | 880,876 | ||||||||||||||||||
Voyage expenses | 47,883 | — | 189 | 1,276 | 164,361 | 213,709 | ||||||||||||||||||
Vessel operating expenses | 45,698 | 59,667 | 10,476 | 16,869 | 27,428 | 160,138 | ||||||||||||||||||
Time-charter hire expense | 32,951 | — | — | 9,716 | 115,155 | 157,822 | ||||||||||||||||||
Depreciation and amortization | 28,758 | 27,191 | 14,606 | 12,067 | 25,871 | 108,493 | ||||||||||||||||||
General and administrative(1) | 13,677 | 11,508 | 5,965 | 2,604 | 10,618 | 44,372 | ||||||||||||||||||
Gain on sale of vessels and equipment, net of write-downs | (621 | ) | — | — | — | (35,671 | ) | (36,292 | ) | |||||||||||||||
Restructuring charge | 3,173 | — | 393 | 335 | 1,162 | 5,063 | ||||||||||||||||||
Income from vessel operations | 11,867 | 1,993 | 26,040 | 18,619 | 169,052 | 227,571 | ||||||||||||||||||
Shuttle | Conventional Tanker | |||||||||||||||||||||||
Tanker and | Liquefied | Fixed-Rate | Spot | |||||||||||||||||||||
FSO | FPSO | Gas | Tanker | Tanker | ||||||||||||||||||||
Nine Months ended September 30, 2009 | Segment | Segment | Segment | Segment | Segment | Total | ||||||||||||||||||
Revenues | 432,371 | 289,825 | 176,283 | 217,574 | 533,339 | 1,649,392 | ||||||||||||||||||
Voyage expenses | 58,227 | — | 723 | 4,614 | 161,689 | 225,253 | ||||||||||||||||||
Vessel operating expenses | 126,911 | 140,825 | 36,238 | 55,540 | 77,785 | 437,299 | ||||||||||||||||||
Time-charter hire expense | 85,645 | — | — | 35,918 | 226,680 | 348,243 | ||||||||||||||||||
Depreciation and amortization | 88,003 | 76,869 | 44,257 | 41,803 | 70,924 | 321,856 | ||||||||||||||||||
General and administrative(1) | 40,406 | 25,799 | 15,875 | 20,388 | 53,605 | 156,073 | ||||||||||||||||||
Loss (gain) on sale of vessels and equipment, net of write-downs | 1,902 | — | — | 3,960 | (16,148 | ) | (10,286 | ) | ||||||||||||||||
Restructuring charge | 5,991 | — | 3,802 | 613 | 1,611 | 12,017 | ||||||||||||||||||
Income (loss) from vessel operations | 25,286 | 46,332 | 75,388 | 54,738 | (42,807 | ) | 158,937 | |||||||||||||||||
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Shuttle | Conventional Tanker | |||||||||||||||||||||||
Tanker and | Liquefied | Fixed-Rate | Spot | |||||||||||||||||||||
FSO | FPSO | Gas | Tanker | Tanker | ||||||||||||||||||||
Nine Months ended September 30, 2008 | Segment | Segment | Segment | Segment | Segment | Total | ||||||||||||||||||
Revenues | 532,821 | 283,673 | 167,297 | 188,519 | 1,259,813 | 2,432,123 | ||||||||||||||||||
Voyage expenses | 132,808 | — | 791 | 2,904 | 436,182 | 572,685 | ||||||||||||||||||
Vessel operating expenses | 130,038 | 165,122 | 35,224 | 49,626 | 89,507 | 469,517 | ||||||||||||||||||
Time-charter hire expense | 100,231 | — | — | 32,881 | 312,332 | 445,444 | ||||||||||||||||||
Depreciation and amortization | 88,036 | 67,759 | 43,010 | 32,447 | 81,648 | 312,900 | ||||||||||||||||||
General and administrative(1) | 45,412 | 35,544 | 17,520 | 15,157 | 71,102 | 184,735 | ||||||||||||||||||
Gain on sale of vessels and equipment, net of write-downs | (3,771 | ) | — | — | — | (35,942 | ) | (39,713 | ) | |||||||||||||||
Restructuring charge | 6,500 | — | 614 | 1,893 | 2,173 | 11,180 | ||||||||||||||||||
Income from vessel operations | 33,567 | 15,248 | 70,138 | 53,611 | 302,811 | 475,375 | ||||||||||||||||||
(1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources). |
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
$ | $ | |||||||
Shuttle tanker and FSO segment | 1,695,154 | 1,722,432 | ||||||
FPSO segment | 1,272,105 | 1,331,325 | ||||||
Liquefied gas segment | 2,890,314 | 2,919,194 | ||||||
Fixed-rate tanker segment | 1,173,719 | 951,592 | ||||||
Spot tanker segment | 1,728,456 | 1,935,537 | ||||||
Cash and portion of restricted cash | 495,402 | 821,286 | ||||||
Accounts receivable and other assets | 407,083 | 533,635 | ||||||
Consolidated total assets | 9,662,233 | 10,215,001 | ||||||
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
$ | $ | |||||||
Total minimum lease payments to be received | 811,028 | 94,409 | ||||||
Estimated residual value of leased property (not guaranteed) | 194,497 | — | ||||||
Initial direct costs and other | 1,230 | 674 | ||||||
Less unearned income | (525,266 | ) | (15,575 | ) | ||||
Total | 481,489 | 79,508 | ||||||
Less current portion | 33,217 | 22,941 | ||||||
Total | 448,272 | 56,567 | ||||||
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Shuttle | Liquefied | Conventional | ||||||||||||||||||
Tanker and FSO | FPSO | Gas | Tanker | |||||||||||||||||
Segment | Segment | Segment | Segment | Total | ||||||||||||||||
$ | $ | $ | $ | $ | ||||||||||||||||
Balance as of September 30, 2009, and December 31, 2008 | 130,908 | — | 35,631 | 36,652 | 203,191 | |||||||||||||||
Weighted-Average | Gross Carrying | Accumulated | Net Carrying | |||||||||||||
Amortization Period | Amount | Amortization | Amount | |||||||||||||
(Years) | $ | $ | $ | |||||||||||||
Contracts of affreightment | 10.2 | 124,250 | (85,750 | ) | 38,500 | |||||||||||
Time-charter contracts | 16.0 | 232,602 | (78,087 | ) | 154,515 | |||||||||||
Other intangible assets | 1.0 | 59,231 | (13,854 | ) | 45,377 | |||||||||||
12.1 | 416,083 | (177,691 | ) | 238,392 | ||||||||||||
Weighted-Average | Gross Carrying | Accumulated | Net Carrying | |||||||||||||
Amortization Period | Amount | Amortization | Amount | |||||||||||||
(Years) | $ | $ | $ | |||||||||||||
Contracts of affreightment | 10.2 | 124,251 | (78,961 | ) | 45,290 | |||||||||||
Time-charter contracts | 15.9 | 233,678 | (60,875 | ) | 172,803 | |||||||||||
Other intangible assets | 1.0 | 58,950 | (12,275 | ) | 46,675 | |||||||||||
12.1 | 416,879 | (152,111 | ) | 264,768 | ||||||||||||
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Nine Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
$ | $ | |||||||
Accounts receivable | 120,341 | (80,220 | ) | |||||
Prepaid expenses and other assets | 17,485 | (33,781 | ) | |||||
Accounts payable | (6,982 | ) | (9,305 | ) | ||||
Accrued and other liabilities | 1,958 | 20,251 | ||||||
132,802 | (103,055 | ) | ||||||
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
$ | $ | |||||||
Revolving Credit Facilities | 2,018,027 | 2,656,658 | ||||||
Senior Notes (8.875%) due July 15, 2011 | 194,466 | 194,642 | ||||||
USD-denominated Term Loans due through 2021 | 1,865,225 | 1,670,005 | ||||||
Euro-denominated Term Loans due through 2023 | 424,782 | 414,144 | ||||||
USD-denominated Unsecured Demand Loan due to Joint Venture Partners | 16,229 | 17,343 | ||||||
4,518,729 | 4,952,792 | |||||||
Less current portion | 350,239 | 245,043 | ||||||
4,168,490 | 4,707,749 | |||||||
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Year | Commitment | ||
Remainder of 2009 | $ | 6.0 million | |
2010 | $ | 23.7 million | |
2011 | $ | 197.9 million |
Year | Commitment | ||
Remainder of 2009 | $ | 6.0 million | |
2010 | $ | 24.0 million | |
2011 | $ | 24.0 million | |
2012 | $ | 24.0 million | |
2013 | $ | 24.0 million | |
Thereafter | $ | 953.1 million |
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Year | Commitment | |
Remainder of 2009 | 25.7 million Euros ($37.5 million) | |
2010 | 26.9 million Euros ($39.4 million) | |
2011 | 64.8 million Euros ($94.9 million) |
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Level 1. | Observable inputs such as quoted prices in active markets; | |
Level 2. | Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and | |
Level 3. | Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
September 30, 2009 | ||||||||||
Carrying | Fair | |||||||||
Fair Value | Amount | Value | ||||||||
Hierarchy | Asset (Liability) | Asset (Liability) | ||||||||
Level | $ | $ | ||||||||
Cash and cash equivalents and restricted cash | — | 1,148,340 | 1,148,340 | |||||||
Vessels held for sale | Level 2 | 34,637 | 34,637 | |||||||
Loans to joint ventures | — | 22,161 | 22,161 | |||||||
Loan from joint venture partners | — | (1,990 | ) | (1,990 | ) | |||||
Long-term debt | Level 1 and 2 | (4,518,729 | ) | (4,060,750 | ) | |||||
Derivative instruments(1) | ||||||||||
Interest rate swap agreements(2) | Level 2 | (512,943 | ) | (512,943 | ) | |||||
Interest rate swap agreements(2) | Level 2 | 76,368 | 76,368 | |||||||
Foreign currency contracts | Level 2 | 8,523 | 8,523 | |||||||
Foinaven embedded derivative | Level 2 | (13,818 | ) | (13,818 | ) |
(1) | The Company transacts all of its derivative instruments through investment-grade rated financial institutions at the time of the transaction and requires no collateral from these institutions. | |
(2) | The fair value of the Company’s interest rate swap agreements includes $29.0 million of accrued interest which is recorded in accrued liabilities on the balance sheet. |
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Net gain on sale (write-down) of marketable securities | — | (13,885 | ) | — | (9,309 | ) | ||||||||||
Loss on bond repurchase | — | — | — | (1,310 | ) | |||||||||||
Volatile organic compound emission plant lease income | 1,570 | 2,564 | 5,172 | 7,529 | ||||||||||||
Miscellaneous income (loss) | 1,368 | (6,823 | ) | 3,171 | (4,572 | ) | ||||||||||
Other income (loss) | 2,938 | (18,144 | ) | 8,343 | (7,662 | ) | ||||||||||
September 30, | December 31, | |||||||
2009 | 2008 | |||||||
$ | $ | |||||||
Unrealized loss on derivative instruments | (206 | ) | (58,723 | ) | ||||
Pension adjustments | (22,027 | ) | (23,338 | ) | ||||
Unrealized gain on marketable securities | 5,053 | — | ||||||
(17,180 | ) | (82,061 | ) | |||||
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Gains (losses) recognized in: | ||||||||||||||||
Vessel operating expenses | (1,307 | ) | 3,538 | (11,598 | ) | 5,315 | ||||||||||
General and administrative | 466 | 1,045 | (3,760 | ) | 2,736 | |||||||||||
Foreign exchange (loss) gain | — | — | (3 | ) | 9 | |||||||||||
Accumulated other comprehensive loss | 22,980 | (44,320 | ) | 44,967 | (37,743 | ) | ||||||||||
Gains (losses) reclassified from: | ||||||||||||||||
Accumulated other comprehensive loss | 4,628 | 6,173 | 23,314 | 2,153 |
Fair Value / | ||||||||||||||||||||||||
Contract Amount | Carrying Amount | |||||||||||||||||||||||
in Foreign | of Asset / (Liability) | Expected Maturity | ||||||||||||||||||||||
Currency | Average Forward | (in millions of | 2009 | 2010 | 2011 | |||||||||||||||||||
(millions) | Rate(1) | U.S. Dollars) | (in millions of U.S. Dollars) | |||||||||||||||||||||
Norwegian Kroner | 1,197.6 | 6.11 | $ | 9.7 | $ | 46.8 | $ | 139.5 | $ | 9.6 | ||||||||||||||
Euro | 38.6 | 0.69 | 0.5 | 16.9 | 36.8 | 2.3 | ||||||||||||||||||
Canadian Dollar | 65.1 | 1.09 | 1.0 | 14.5 | 45.3 | — | ||||||||||||||||||
British Pound | 30.5 | 0.59 | (2.7 | ) | 15.4 | 34.3 | 1.8 | |||||||||||||||||
Australian Dollar | 0.3 | 1.13 | — | 0.3 | — | — | ||||||||||||||||||
Singapore Dollar | 2.2 | 1.41 | — | 1.6 | — | — | ||||||||||||||||||
$ | 8.5 | $ | 95.5 | $ | 255.9 | $ | 13.7 | |||||||||||||||||
(1) | Average forward rate represents the contracted amount of foreign currency one U.S. Dollar will buy. |
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Fair Value / | Weighted- | Fixed | ||||||||||||||||
Interest | Principal | Carrying Amount | Average | Interest | ||||||||||||||
Rate | Amount | of Asset (Liability) | Remaining Term | Rate | ||||||||||||||
Index | $ | $ | (Years) | (%)(1) | ||||||||||||||
LIBOR-Based Debt: | ||||||||||||||||||
U.S. Dollar-denominated interest rate swaps(2) | LIBOR | 460,480 | (62,138 | ) | 27.3 | 4.9 | ||||||||||||
U.S. Dollar-denominated interest rate swaps | LIBOR | 3,061,635 | (352,642 | ) | 8.8 | 5.0 | ||||||||||||
U.S. Dollar-denominated interest rate swaps(3) | LIBOR | 835,000 | (83,899 | ) | 12.9 | 4.2 | ||||||||||||
LIBOR-Based Restricted Cash Deposit: | ||||||||||||||||||
U.S. Dollar-denominated interest rate swaps(2) | LIBOR | 474,567 | 76,368 | 27.3 | 4.8 | |||||||||||||
EURIBOR-Based Debt: | ||||||||||||||||||
Euro-denominated interest rate swaps(4) (5) | EURIBOR | 424,782 | (14,264 | ) | 14.7 | 3.8 |
(1) | Excludes the margins the Company pays on its variable-rate debt, which at of September 30, 2009, ranged from 0.30% to 3.25%. | |
(2) | Principal amount reduces quarterly. | |
(3) | Inception dates of swaps are 2009 ($335.0 million), 2010 ($300.0 million) and 2011 ($200.0 million). | |
(4) | Principal amount reduces monthly to 70.1 million Euros ($102.6 million) by the maturity dates of the swap agreements. | |
(5) | Principal amount is the U.S. Dollar equivalent of 290.1 million Euros. |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Net (loss) income attributable to stockholders’ of Teekay Corporation | (142,248 | ) | 103,128 | 98,616 | 181,418 | |||||||||||
Weighted average number of common shares | 72,553,809 | 72,467,924 | 72,535,438 | 72,496,564 | ||||||||||||
Dilutive effect of employee stock options and restricted stock awards | — | 565,679 | 341,120 | 751,976 | ||||||||||||
Common stock and common stock equivalents | 72,553,809 | 73,033,603 | 72,876,558 | 73,248,540 | ||||||||||||
(Loss) earnings per common share: | ||||||||||||||||
- Basic | (1.96 | ) | 1.42 | 1.36 | 2.50 | |||||||||||
- Diluted | (1.96 | ) | 1.41 | 1.35 | 2.48 |
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NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, except share data)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2009 | 2008 | 2009 | 2008 | |||||||||||||
$ | $ | $ | $ | |||||||||||||
Current | (2,061 | ) | (3,563 | ) | (2,459 | ) | (6,036 | ) | ||||||||
Deferred | (8,843 | ) | 29,867 | (9,715 | ) | 41,058 | ||||||||||
Income tax (expense) recovery | (10,904 | ) | 26,304 | (12,174 | ) | 35,022 | ||||||||||
a) | In June 2009, the FASB issued Statement of Financial Accounting Standards (orSFAS) No. 167,Amendments to FASB Interpretation No. 46(R). SFAS No. 167 eliminates FASB Interpretation 46(R)’s exceptions to consolidating qualifying special-purpose entities, contains new criteria for determining the primary beneficiary, and increases the frequency of required reassessments to determine whether a company is the primary beneficiary of a variable interest entity. SFAS No. 167 also contains a new requirement that any term, transaction, or arrangement that does not have a substantive effect on an entity’s status as a variable interest entity, a company’s power over a variable interest entity, or a company’s obligation to absorb losses or its right to receive benefits of an entity must be disregarded in applying FASB Interpretation 46(R)’s provisions. The elimination of the qualifying special-purpose entity concept and its consolidation exceptions means more entities will be subject to consolidation assessments and reassessments. SFAS No. 167 is effective for fiscal years beginning after November 15, 2009, and for interim periods within that first period, with earlier adoption prohibited. The Company is currently assessing the potential impact, if any, of this statement on its consolidated financial statements. SFAS No. 167 will remain authoritative until such time that it is integrated into the Codification. |
b) | In June 2009, the FASB issued SFAS No. 166,Accounting for Transfers of Financial Assets — an amendment of FASB Statement No. 140. SFAS No. 166 eliminates the concept of a qualifying special-purpose entity, creates more stringent conditions for reporting a transfer of a portion of a financial asset as a sale, clarifies other sale-accounting criteria, and changes the initial measurement of a transferor’s interest in transferred financial assets. SFAS No. 166 will be effective for transfers of financial assets in fiscal years beginning after November 15, 2009, and in interim periods within those fiscal years with earlier adoption prohibited. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements. SFAS No. 166 will remain authoritative until such time that it is integrated into the Codification. |
c) | In August 2009, the FASB issued an amendment to FASB ASC 820,Fair Value Measurements and Disclosuresthat clarifies the fair value measurement requirements for liabilities that lack a quoted price in an active market and provides clarifying guidance regarding the consideration of restrictions when estimating the fair value of a liability. This amendment became effective for the Company on October 1, 2009. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements. |
d) | In September 2009, the FASB issued an amendment to FASB ASC 605,Revenue Recognitionthat provides for a new methodology for establishing the fair value for a deliverable in a multiple-element arrangement. When vendor specific objective or third-party evidence for deliverables in a multiple-element arrangement cannot be determined, the Company will be required to develop a best estimate of the selling price of separate deliverables and to allocate the arrangement consideration using the relative selling price method. This amendment will be effective for the Company on January 1, 2010. The Company is currently assessing the potential impacts, if any, on its consolidated financial statements. |
a) | On October 27, 2009, Teekay LNG entered into a new $122.0 million credit facility that will be secured by the Skaugen LPG Carriers and Skaugen Multigas Carriers. The facility amount is equal to the lower of $122.0 million and 60% of the purchase price of each vessel. The facility will mature, with respect to each vessel, seven years after each vessels’ first drawdown date. Teekay LNG expects to draw on this facility to repay a portion of the amount borrowed to purchase the Skaugen LPG Carrier delivered in April 2009 and the Skaugen LPG Carrier that delivered in November 2009. Teekay LNG will use the remaining available funds from the facility to assist in purchasing, or facilitate the purchase of, the third Skaugen LPG Carrier and the two Skaugen Multigas Carriers upon delivery of each vessel. |
b) | On November 12, 2009, Teekay Offshore entered into a $260 million revolving credit facility secured by thePetrojarl Varg,a Floating Production Storage and Offloading unit. A portion of this facility was used to repay the $160 million tranche of the $220 million vendor financing obtained from Teekay at the time of the acquisition of thePetrojarl Varg. | |
c) | On November 20, 2009, Teekay LNG completed a follow-on public offering of 3.5 million common units at a price of $24.40 per unit, for gross proceeds of approximately $87.1 million (including the general partner’s 2% proportionate capital contribution). On November 25, 2009, the underwriters partially exercised their over-allotment option to purchase an additional 450,650 common units for gross proceeds for $11.2 million (including the general partner’s 2% proportionate capital contribution). As a result of these equity transactions, Teekay LNG raised gross proceeds of approximately $98.4 million (including the general partner’s 2% proportionate capital contribution), and the Company’s ownership of Teekay LNG was reduced from 53.1% to 49.2% (including the Company’s 2% general partner interest). The total net proceeds from the offering will be used to reduce amounts outstanding under one or more of Teekay LNG’s revolving credit facilities. | |
d) | On December 2, 2009, the Company entered into an agreement to purchase a 55% interest in an FPSO unit for $105 million. The completion of the acquisition is expected to be December 29, 2009. The party holding the remaining 45% interest in the vessel has a pre-emptive right to acquire the 55% interest that the Company is intending to purchase. The pre-emptive right can only be exercised prior to December 29, 2009. The vessel is currently being employed on a bareboat charter contract until July 2020, with the charterer’s option to terminate the contract with 12 months notice. |
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September 30, 2009
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Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
(in thousands of U.S. dollars, except | September 30, | September 30, | ||||||||||||||||||||||
calendar-ship-days and percentages) | 2009 | 2008 | % Change | 2009 | 2008 | % Change | ||||||||||||||||||
Revenues | 144,182 | 183,386 | (21.4 | ) | 432,371 | 532,821 | (18.9 | ) | ||||||||||||||||
Voyage expenses | 23,652 | 47,883 | (50.6 | ) | 58,227 | 132,808 | (56.2 | ) | ||||||||||||||||
Net revenues | 120,530 | 135,503 | (11.0 | ) | 374,144 | 400,013 | (6.5 | ) | ||||||||||||||||
Vessel operating expenses | 39,166 | 45,698 | (14.3 | ) | 126,911 | 130,038 | (2.4 | ) | ||||||||||||||||
Time-charter hire expense | 27,772 | 32,951 | (15.7 | ) | 85,645 | 100,231 | (14.6 | ) | ||||||||||||||||
Depreciation and amortization | 30,014 | 28,758 | 4.4 | 88,003 | 88,036 | (0.0 | ) | |||||||||||||||||
General and administrative(1) | 13,429 | 13,677 | (1.8 | ) | 40,406 | 45,412 | (11.0 | ) | ||||||||||||||||
Loss (gain) on sale of vessels and equipment, net of write-downs | 961 | (621 | ) | (254.8 | ) | 1,902 | (3,771 | ) | (150.4 | ) | ||||||||||||||
Restructuring charge | 693 | 3,173 | (78.2 | ) | 5,991 | 6,500 | (7.8 | ) | ||||||||||||||||
Income from vessel operations | 8,495 | 11,867 | (28.4 | ) | 25,286 | 33,567 | (24.7 | ) | ||||||||||||||||
Calendar-Ship-Days | ||||||||||||||||||||||||
Owned Vessels | 2,667 | 2,668 | (0.0 | ) | 7,917 | 7,828 | 1.1 | |||||||||||||||||
Chartered-in Vessels | 764 | 846 | (9.6 | ) | 2,328 | 2,745 | (15.2 | ) | ||||||||||||||||
Total | 3,431 | 3,514 | (2.4 | ) | 10,245 | 10,573 | (3.1 | ) | ||||||||||||||||
(1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to the shuttle tanker and FSO segment based on estimated use of corporate resources). For further discussion, please read Other Operating Results — General and Administrative Expenses. |
• | decreases of $14.3 million and $33.1 million, respectively, for the three and nine months ended September 30, 2009 due to less revenue days for shuttle tankers servicing contracts of affreightment and trading in the conventional spot market and lower spot rates achieved in the conventional spot market, compared to the same periods last year; |
• | decreases in net revenues from our FSO units of $3.1 million and $7.4 million, respectively, for the three and nine months ended September 30, 2009, primarily due to the scheduled drydocking of one vessel during the three months ended September 30, 2009 and the strengthening of the U.S. Dollar against the Norwegian Kroner and Australian Dollar during the nine months ended September 30, 2009; and |
• | a decrease of $2.7 million for the three and nine months ended September 30, 2009, due to the recovery of certain 2008 Norwegian environmental taxes during the three months ended September 30, 2008; |
• | increases of $3.4 million and $7.8 million, respectively, for the three and nine months ended September 30, 2009, due to rate increases on certain contracts of affreightment; |
• | increases of $1.4 million and $6.7 million, respectively, for the three and nine months ended September 30, 2009, due to a decrease in the number of offhire days resulting from scheduled drydockings and unexpected repairs, compared to the same periods last year; and |
• | increases of $0.5 million and $2.8 million, respectively, for the three and nine months ended September 30, 2009, due to a decline in bunker prices, compared to the same periods last year. |
• | decreases of $5.0 million and $9.0 million, respectively, for the three and nine months ended September 30, 2009, primarily due to lower crew manning expenses from the reflagging of five of our vessels from Norwegian flag to Bahamian flag and changing the nationality mix of those crews, and the strengthening of the US Dollar against the Norwegian Kroner; |
• | decreases of $1.7 million for $4.1 million, respectively, for the three and nine months ended September 30, 2009, relating to repairs and maintenance performed for certain vessels; |
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• | a decrease of $1.1 million for the three months ended September 30, 2009, due to a decrease in services, consumables, lube oil, and freight; and |
• | decreases in FSO vessel operating expenses of $0.8 million and $1.5 million, respectively, for the three and nine months ended September 30, 2009, primarily due to the offhire of one vessel during the three months ended September 30, 2009; |
• | net increases of $2.1 million and $8.6 million, respectively, for the three and nine months ended September 30, 2009, from changes in realized and unrealized losses on our designated foreign currency forward contracts; and |
• | an increase of $2.9 million for the nine months ended September 30, 2009, due to an increase in services, consumables, lube oil, and freight. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
(in thousands of U.S. dollars, except | September 30, | September 30, | ||||||||||||||||||||||
calendar-ship-days and percentages) | 2009 | 2008 | % Change | 2009 | 2008 | % Change | ||||||||||||||||||
Revenues | 100,327 | 100,359 | (0.0 | ) | 289,825 | 283,673 | 2.2 | |||||||||||||||||
Vessel operating expenses | 49,375 | 59,667 | (17.2 | ) | 140,825 | 165,122 | (14.7 | ) | ||||||||||||||||
Depreciation and amortization | 25,344 | 27,191 | (6.8 | ) | 76,869 | 67,759 | 13.4 | |||||||||||||||||
General and administrative(1) | 8,460 | 11,508 | (26.5 | ) | 25,799 | 35,544 | (27.4 | ) | ||||||||||||||||
Income from vessel operations | 17,148 | 1,993 | 760.4 | 46,332 | 15,248 | 203.9 | ||||||||||||||||||
Calendar-Ship-Days | ||||||||||||||||||||||||
Owned Vessels | 736 | 828 | (11.1 | ) | 2,365 | 2,469 | (4.2 | ) | ||||||||||||||||
Total | 736 | 828 | (11.1 | ) | 2,365 | 2,469 | (4.2 | ) | ||||||||||||||||
(1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to the FPSO segment based on estimated use of corporate resources). For further discussion, please read Other Operating Results — General and Administrative Expenses. |
• | a decrease of $0.6 million and an increase of $3.8 million, respectively, for the three and nine months ended September 30, 2009, from the amortization of contract value liabilities relating to FPSO service contracts (as discussed below), which was recognized on the date of the acquisition by us of a controlling interest in Teekay Petrojarl; and |
• | increases of $0.6 million and $2.4 million, respectively, for the three and nine months ended September 30, 2009, primarily from the delivery of a new FPSO unit in February 2008 (or theFPSO Delivery), partially offset by lower revenues in other FPSO units due to lower oil production compared to the prior periods and the conversion of a shuttle tanker to an FSO unit. |
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• | decreases of $9.8 million and $23.4 million, respectively, for the three and nine months ended September 30, 2009, from decreases in service costs due to the timing of certain projects, cost saving initiatives, and the strengthening of the U.S. Dollar against the Norwegian Kroner; and |
• | decreases of $0.5 million and $0.9 million, respectively, for the three and nine months ended September 30, 2009, from lower insurance charges. |
• | a decrease of $1.8 million and an increase of $5.4 million, respectively, for the three and nine months ended September 30, 2009, primarily from the finalization of preliminary estimates of fair value assigned to certain assets included in our acquisition of Teekay Petrojarl; and |
• | an increase of $3.7 million for the nine months ended September 30, 2009, from the FPSO Delivery. |
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
(in thousands of U.S. dollars, except | September 30, | September 30, | ||||||||||||||||||||||
calendar-ship-days and percentages) | 2009 | 2008 | % Change | 2009 | 2008 | % Change | ||||||||||||||||||
Revenues | 61,435 | 57,669 | 6.5 | 176,283 | 167,297 | 5.4 | ||||||||||||||||||
Voyage expenses | 465 | 189 | 146.0 | 723 | 791 | (8.6 | ) | |||||||||||||||||
Net revenues | 60,970 | 57,480 | 6.1 | 175,560 | 166,506 | 5.4 | ||||||||||||||||||
Vessel operating expenses | 12,402 | 10,476 | 18.4 | 36,238 | 35,224 | 2.9 | ||||||||||||||||||
Depreciation and amortization | 14,188 | 14,606 | (2.9 | ) | 44,257 | 43,010 | 2.9 | |||||||||||||||||
General and administrative(1) | 5,277 | 5,965 | (11.5 | ) | 15,875 | 17,520 | (9.4 | ) | ||||||||||||||||
Restructuring charge | 590 | 393 | 50.1 | 3,802 | 614 | 519.2 | ||||||||||||||||||
Income from vessel operations | 28,513 | 26,040 | 9.5 | 75,388 | 70,138 | 7.5 | ||||||||||||||||||
Calendar-Ship-Days | ||||||||||||||||||||||||
Owned Vessels and Vessels under Capital Lease | 1,196 | 920 | 30.0 | 3,383 | 2,740 | 23.5 | ||||||||||||||||||
(1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to the liquefied gas segment based on estimated use of corporate resources). For further discussion, please read Other Operating Results — General and Administrative Expenses. |
• | increases of $9.0 million and $19.6 million, respectively, for the three and nine months ended September 30, 2009, due to the commencement of the time-charters from the Tangguh LNG Deliveries and the new LPG carrier; |
• | an increase of $3.1 million for the nine months ended September 30, 2009, due to theCatalunya Spiritbeing off-hire for 34.3 days during 2008 for repairs; and |
• | an increase of $1.0 million for the nine months ended September 30, 2009, due to thePolar Spiritbeing off-hire for 18.5 days during 2008 for a scheduled drydock; |
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• | a decrease of $5.1 million for the nine months ended September 30, 2009, due to lower net revenues from theArctic Spiritas a result of a decrease in the time-charter rate; |
• | a decrease of $2.1 million for the three and nine months ended September 30, 2009, due to theMadrid Spiritbeing off-hire for 25.2 days during the third quarter of 2009 for a scheduled drydock; |
• | a decrease of $1.9 million for the three and nine months ended September 30, 2009, due to theGalicia Spiritbeing off-hire for 27.6 days during the third quarter of 2009 for a scheduled drydock; and |
• | decreases of $0.9 million and $5.6 million, respectively, for the three and nine months ended September 30, 2009, due to the effect on our Euro-denominated revenues from the weakening of the Euro against the U.S. Dollar during such periods compared to the same periods last year. |
• | increases of $2.1 million and $5.3 million, respectively, for the three and nine months ended September 30, 2009, from the Tangguh LNG Deliveries, and |
• | an increase of $0.2 million for the three months ended September 30, 2009, relating to higher crew manning, insurance, and repairs and maintenance costs; |
• | a decrease of $2.1 million for the nine months ended September 30, 2009, relating to lower crew manning, insurance, and repairs and maintenance costs; and |
• | decreases of $0.1 million and $1.6 million, respectively, for the three and nine months ended September 30, 2009, due to the effect on our Euro-denominated vessel operating expenses from the weakening of the Euro against the U.S. Dollar compared to the same periods last year (a majority of our vessel operating expenses are denominated in Euros, which is primarily a function of the nationality of our crew; our Euro-denominated revenues currently generally approximate our Euro-denominated expenses and Euro-denominated loan and interest payments). |
• | decreases of $0.6 million and $1.1 million, respectively, for the three and nine months ended September 30, 2009, due to revised depreciation estimates for certain of our vessels; |
• | increases of $0.3 million and $0.6 million, respectively, for the three and nine months ended September 30, 2009, from the delivery of the one new LPG carrier in April 2009; and |
• | increases of a nominal amount and $1.2 million, respectively, for the three and nine months ended September 30, 2009, from the delivery of theTangguh Sagoin March 2009 prior to the commencement of the external time-charter contract in May 2009 which is accounted for as a direct financing lease. |
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Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
(in thousands of U.S. dollars, except | September 30, | September 30, | ||||||||||||||||||||||
calendar-ship-days and percentages) | 2009 | 2008 | % Change | 2009 | 2008 | % Change | ||||||||||||||||||
Revenues | 74,971 | 61,486 | 21.9 | 217,574 | 188,519 | 15.4 | ||||||||||||||||||
Voyage expenses | 1,552 | 1,276 | 21.6 | 4,614 | 2,904 | 58.9 | ||||||||||||||||||
Net revenues | 73,419 | 60,210 | 21.9 | 212,960 | 185,615 | 14.7 | ||||||||||||||||||
Vessel operating expenses | 20,628 | 16,869 | 22.3 | 55,540 | 49,626 | 11.9 | ||||||||||||||||||
Time-charter hire expense | 13,015 | 9,716 | 34.0 | 35,918 | 32,881 | 9.2 | ||||||||||||||||||
Depreciation and amortization | 15,155 | 12,067 | 25.6 | 41,803 | 32,447 | 28.8 | ||||||||||||||||||
General and administrative(1) | 7,721 | 2,604 | 196.5 | 20,388 | 15,157 | 34.5 | ||||||||||||||||||
Loss on sale of vessels and equipment, net of write-downs | 680 | — | — | 3,960 | — | — | ||||||||||||||||||
Restructuring charge | 108 | 335 | (67.8 | ) | 613 | 1,893 | (67.6 | ) | ||||||||||||||||
Income from vessel operations | 16,112 | 18,619 | (13.5 | ) | 54,738 | 53,611 | 2.1 | |||||||||||||||||
Calendar-Ship-Days | ||||||||||||||||||||||||
Owned Vessels | 2,388 | 1,748 | 36.6 | 6,592 | 4,929 | 33.7 | ||||||||||||||||||
Chartered-in Vessels | 583 | 569 | 2.5 | 1,661 | 1,826 | (9.0 | ) | |||||||||||||||||
Total | 2,971 | 2,317 | 28.2 | 8,253 | 6,755 | 22.2 | ||||||||||||||||||
(1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to the fixed-rate tanker segment based on estimated use of corporate resources). For further discussion, please read Other Operating Results — General and Administrative Expenses. |
• | the delivery of two new Aframax tankers during January and March 2008 (collectively, theAframax Deliveries); |
• | the transfer of two product tankers from the spot tanker segment in April 2008 upon commencement of long-term time-charters (theProduct Tanker Transfers); |
• | the transfer of two Suezmax tankers from the spot tanker segment in June 2009 (theSuezmax Transfers); |
• | the purchase of a product tanker which commenced a 10-year fixed-rate time charter to Caltex Australia Petroleum Pty Ltd. during September 2009; and |
• | the transfer of five Aframax tankers, on a net basis, from the spot tanker segment in 2008 and 2009 upon commencement of long-term time-charters (theAframax Transfers). |
• | increases of $8.9 million and $20.3 million, respectively, for the three and nine months ended September 30, 2009, from the Aframax Transfers; |
• | increases of $5.8 million and $7.1 million, respectively, for the three and nine months ended September 30, 2009, from the Suezmax Transfers; |
• | an increase of $2.8 million for the nine months ended September 30, 2009, from the Product Tanker Transfers; |
• | an increase of $1.3 million for the nine months ended September 30, 2009, from the Aframax Deliveries; |
• | an increase of $1.2 million for the nine months ended September 30, 2009, as two of our Suezmax tankers were off-hire for 48 days for scheduled drydockings during the prior periods; and |
• | an increase of $0.9 million for the three and nine months ended September 30, 2009, from the purchase of the new product tanker; |
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• | decreases of $1.6 million and $4.8 million for the three and nine months ended September 30, 2009, due to interest-rate adjustments to the daily charter rates under the time-charter contracts for five Suezmax tankers (however, under the terms of these capital leases, we had corresponding decreases in our lease payments, which are reflected as decreases to interest expense; therefore, these and future interest rate adjustments do not and will not affect our cash flow or net (loss) income); and |
• | a decrease of $1.1 million for the three months ended September 30, 2009, due to a scheduled drydocking of theTeesta Spirit, which is one of the vessels included in the Product Tanker Transfers. |
• | increases of $2.5 million and $6.2 million, respectively, for the three and nine months ended September 30, 2009, from the Aframax Transfers; |
• | an increase of $1.3 million for the three and nine months ended September 30, 2009, from the Suezmax Transfers; and |
• | increases of $0.5 million and $1.8 million, respectively, for the three and nine months ended September 30, 2009, from the Product Tanker Transfers; |
• | decreases of $0.4 million and $2.3 million, respectively, for the three and nine months ended September 30, 2009, relating to lower crew manning, insurance, and repairs and maintenance costs; and |
• | decreases of $0.2 million and $1.4 million, respectively, for the three and nine months ended September 30, 2009, due to the effect on our Euro-denominated vessel operating expenses from the weakening of the Euro against the U.S. Dollar during such period compared to the same periods last year. |
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Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
(in thousands of U.S. dollars, except | September 30, | September 30, | ||||||||||||||||||||||
calendar-ship-days and percentages) | 2009 | 2008 | % Change | 2009 | 2008 | % Change | ||||||||||||||||||
Revenues | 119,453 | 477,976 | (75.0 | ) | 533,339 | 1,259,813 | (57.7 | ) | ||||||||||||||||
Voyage expenses | 45,990 | 164,361 | (72.0 | ) | 161,689 | 436,182 | (62.9 | ) | ||||||||||||||||
Net revenues | 73,463 | 313,615 | (76.6 | ) | 371,650 | 823,631 | (54.9 | ) | ||||||||||||||||
Vessel operating expenses | 25,871 | 27,428 | (5.7 | ) | 77,785 | 89,507 | (13.1 | ) | ||||||||||||||||
Time-charter hire expense | 54,177 | 115,155 | (53.0 | ) | 226,680 | 312,332 | (27.4 | ) | ||||||||||||||||
Depreciation and amortization | 22,410 | 25,871 | (13.4 | ) | 70,924 | 81,648 | (13.1 | ) | ||||||||||||||||
General and administrative(1) | 17,351 | 10,618 | 63.4 | 53,605 | 71,102 | (24.6 | ) | |||||||||||||||||
Gain on sale of vessels and equipment, net of write-downs | (726 | ) | (35,671 | ) | (98.0 | ) | (16,148 | ) | (35,942 | ) | (55.1 | ) | ||||||||||||
Restructuring charge | 65 | 1,162 | (94.4 | ) | 1,611 | 2,173 | (25.9 | ) | ||||||||||||||||
(Loss) income from vessel operations | (45,685 | ) | 169,052 | (127.0 | ) | (42,807 | ) | 302,811 | (114.1 | ) | ||||||||||||||
Calendar-Ship-Days | ||||||||||||||||||||||||
Owned Vessels | 2,917 | 3,386 | (13.9 | ) | 9,050 | 10,339 | (12.5 | ) | ||||||||||||||||
Chartered-in Vessels | 2,308 | 4,747 | (51.4 | ) | 8,398 | 13,215 | (36.5 | ) | ||||||||||||||||
Total | 5,225 | 8,133 | (35.8 | ) | 17,448 | 23,554 | (25.9 | ) | ||||||||||||||||
(1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to the spot tanker segment based on estimated use of corporate resources). For further discussion, please read Other Operating Results — General and Administrative Expenses. |
• | the transfer of two product tankers in April 2008 to the fixed tanker segment (or theSpot Product Tanker Transfers); |
• | the transfer of four Aframax tankers in November 2008 and one Aframax tanker in September 2009 to the fixed tanker segment (or theSpot Aframax Tanker Transfers); |
• | the sale of seven product tankers between March 2008 and May 2009 (or theSpot Product Tanker Sales); |
• | the sale of one Suezmax tanker in November 2008 (or theSuezmax Tanker Sale); and |
• | a net decrease in the number of chartered-in vessels, primarily from the sale of our 50% interest in the Swift Product Tanker Pool in November 2008, which included our interest in ten in-chartered intermediate product tankers; |
• | the delivery of six new Suezmax tankers between May 2008 and September 2009 (or theSuezmax Deliveries); and |
• | the delivery of one large product tanker in October 2008. |
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Three Months Ended | ||||||||||||||||||||||||
September 30, 2009 | September 30, 2008 | |||||||||||||||||||||||
Net | TCE | Net | TCE | |||||||||||||||||||||
Revenues | Revenue | Rate | Revenues | Revenue | Rate | |||||||||||||||||||
Vessel Type | ($000’s) | Days | $ | ($000’s) | Days | $ | ||||||||||||||||||
Spot Fleet(1) | ||||||||||||||||||||||||
Suezmax Tankers | 14,213 | 1,074 | 13,234 | 32,900 | 497 | 66,198 | ||||||||||||||||||
Aframax Tankers | 25,188 | 2,473 | 10,185 | 178,519 | 3,844 | 46,441 | ||||||||||||||||||
Large/Medium Product Tankers | 8,342 | 640 | 13,034 | 42,761 | 1,101 | 38,838 | ||||||||||||||||||
Small Product Tankers | — | — | — | 12,669 | 915 | 13,846 | ||||||||||||||||||
Time-Charter Fleet(1) | ||||||||||||||||||||||||
Suezmax Tankers | 10,295 | 294 | 35,018 | 17,546 | 607 | 28,906 | ||||||||||||||||||
Aframax Tankers | 15,632 | 486 | 32,165 | 12,994 | 391 | 33,233 | ||||||||||||||||||
Large/Medium Product Tankers | 3,399 | 156 | 21,786 | 8,713 | 274 | 31,797 | ||||||||||||||||||
Other(2) | (3,606 | ) | 7,513 | |||||||||||||||||||||
Totals | 73,463 | 5,123 | 14,340 | 313,615 | 7,629 | 41,108 | ||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||||||
September 30, 2009 | September 30, 2008 | |||||||||||||||||||||||
Net | TCE | Net | TCE | |||||||||||||||||||||
Revenues | Revenue | Rate | Revenues | Revenue | Rate | |||||||||||||||||||
Vessel Type | ($000’s) | Days | $ | ($000’s) | Days | $ | ||||||||||||||||||
Spot Fleet(1) | ||||||||||||||||||||||||
Suezmax Tankers | 55,992 | 2,393 | 23,398 | 88,409 | 1,482 | 59,655 | ||||||||||||||||||
Aframax Tankers | 161,203 | 8,842 | 18,232 | 461,352 | 11,187 | 41,240 | ||||||||||||||||||
Large/Medium Product Tankers | 39,404 | 2,185 | 18,034 | 105,309 | 3,319 | 31,729 | ||||||||||||||||||
Small Product Tankers | — | — | — | 37,239 | 2,704 | 13,772 | ||||||||||||||||||
Time-Charter Fleet(1) | ||||||||||||||||||||||||
Suezmax Tankers | 52,628 | 1,448 | 36,345 | 58,991 | 2,015 | 29,276 | ||||||||||||||||||
Aframax Tankers | 50,754 | 1,556 | 32,618 | 23,229 | 713 | 32,579 | ||||||||||||||||||
Large/Medium Product Tankers | 17,883 | 781 | 22,898 | 39,373 | 1,518 | 25,938 | ||||||||||||||||||
Other(2) | (6,214 | ) | 9,729 | |||||||||||||||||||||
Totals | 371,650 | 17,205 | 21,601 | 823,631 | 22,938 | 35,907 | ||||||||||||||||||
(1) | Spot fleet includes short-term time-charters and fixed-rate contracts of affreightment less than 1 year and time-charter fleet includes short-term time-charters and fixed-rate contracts of affreightment between 1-3 years. | |
(2) | Includes realized gains and losses on forward freight agreements and synthetic time-charter contracts, the cost of spot in-charter vessels servicing fixed-rate contract of affreightment cargoes, the amortization of in-process revenue contracts and cost of fuel while offhire. |
• | decreases of $174.6 million and $286.4 million, respectively, for the three and nine months ended September 30, 2009, primarily from decreases in our average TCE rate during the periods compared to the same periods in 2008; |
• | decreases of $42.8 million and $111.7 million, respectively, for the three and nine months ended September 30, 2009, from a net decrease in the number of chartered-in vessels, excluding small product tankers discussed below; |
• | decreases of $12.7 million and $37.3 million, respectively, for the three and nine months ended September 30, 2009, from a net decrease in the number of chartered-in small product tankers primarily due to the sale of our interest in the Swift Tanker Pool in November 2008; |
• | decreases of $7.7 million and $30.3 million, respectively, for the three and nine months ended September 30, 2009, from the Spot Aframax Transfers and Spot Product Tanker Transfers; |
• | decreases of $6.2 million and $24.3 million, respectively, for the three and nine months ended September 30, 2009, from the Spot Product Tanker Sales; and |
• | decreases of $4.8 million and $6.8 million, respectively, for the three and nine months ended September 30, 2009, from the Suezmax Tanker Sale; |
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• | increases of $3.8 million and $15.1 million, respectively, for the three and nine months ended September 30, 2009, from a change in the number of days our vessels were off-hire due to regularly scheduled maintenance compared to prior periods; |
• | increases of $3.0 million and $24.0 million, respectively, for the three and nine months ended September 30, 2009, from the Suezmax Deliveries; and |
• | increases of $1.9 million and $5.6 million, respectively, for the three and nine months ended September 30, 2009, from the delivery of one large product tanker. |
• | decreases of $2.7 million and $6.2 million, respectively, for the three and nine months ended September 30, 2009, from the Spot Aframax Tanker Transfers; |
• | decreases of $2.5 million and $5.7 million, respectively, for the three and nine months ended September 30, 2009, from the Spot Product Tanker Sales; and |
• | a decrease of $5.7 million for the nine months ended September 30, 2009, from lower crew manning, repairs, maintenance and consumables costs; |
• | increases of $2.5 million and $4.8 million, respectively, for the three and nine months ended September 30, 2009, from the Suezmax Deliveries; and |
• | increases of $0.5 million and $1.1 million, respectively, for the three and nine months ended September 30, 2009, from the product tanker that delivered in October 2008. |
• | decreases of $49.8 million and $52.6 million, respectively, for the three and nine months ended September 30, 2009, from the decrease in the number of chartered-in Suezmax and Aframax tankers; and |
• | decreases of $11.2 million and $33.1 million, respectively, for the three and nine months ended September 30, 2009, from a decrease in the number of chartered-in small product tankers from the sale of the Swift Tanker Pool in November 2008, compared to the same periods in 2008. |
• | decreases of $2.3 million and $4.9 million, respectively, for the three and nine months ended September 30, 2009, from the Spot Product Tanker Sales; |
• | decreases of $1.5 million and $4.5 million, respectively, for the three and nine months ended September 30, 2009, from the Spot Aframax Tanker Transfers; |
• | decreases of $1.4 million and $8.4 million, respectively, for the three and nine months ended September 30, 2009, from the amortization of a non-compete agreement in the prior periods, which was fully amortized by the end of 2008; |
• | a decrease of $1.2 million for the nine months ended September 30, 2009, from the Spot Product Tanker Transfers; and |
• | decreases of $0.8 million and $1.1 million, respectively, for the three and nine months ended September 30, 2009, from the Suezmax Tanker Sale; |
• | increases of $3.9 million and $11.0 million, respectively, for the three and nine months ended September 30, 2009, from the Suezmax Tanker Deliveries and one new product tanker. |
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Three Months Ended | Nine Months Ended | |||||||||||||||||||||||
(in thousands of U.S. dollars, | September 30, | September 30, | ||||||||||||||||||||||
except percentages) | 2009 | 2008 | % Change | 2009 | 2008 | % Change | ||||||||||||||||||
General and administrative | (52,238 | ) | (44,372 | ) | 17.7 | (156,073 | ) | (184,735 | ) | (15.5 | ) | |||||||||||||
Interest expense | (30,035 | ) | (63,180 | ) | (52.5 | ) | (111,505 | ) | (215,139 | ) | (48.2 | ) | ||||||||||||
Interest income | 4,193 | 20,686 | (79.7 | ) | 15,894 | 73,408 | (78.3 | ) | ||||||||||||||||
Realized and unrealized (losses) gains on non-designated derivative instruments | (121,664 | ) | (90,594 | ) | 34.3 | 83,066 | (125,542 | ) | (166.2 | ) | ||||||||||||||
Foreign exchange (loss) gain | (26,047 | ) | 44,918 | (158.0 | ) | (39,900 | ) | 8,323 | (579.4 | ) | ||||||||||||||
Equity (loss) income from joint ventures | (8,945 | ) | (5,108 | ) | 75.1 | 29,857 | (10,780 | ) | (377.0 | ) | ||||||||||||||
Income tax (expense) recovery | (10,904 | ) | 26,304 | (141.5 | ) | (12,174 | ) | 35,022 | (134.8 | ) | ||||||||||||||
Other income (loss) | 2,938 | (18,144 | ) | (116.2 | ) | 8,343 | (7,662 | ) | (208.9 | ) |
• | decreases of $11.6 million and $32.5 million, respectively, for the three and nine months ended September 30, 2009, in compensation for shore-based employees and other personnel expenses primarily due to decreases in headcount and performance-based compensation costs; |
• | decreases of $1.8 million for the three months ended September 30, 2009, and an increase of $2.8 million for the nine months ended September 30, 2009, relating to the net realized and unrealized change in fair value of our foreign currency forward contracts; |
• | decreases of $1.9 million and $8.9 million, respectively, for the three and nine months ended September 30, 2009, from lower travel costs; |
• | decreases of $1.6 million and $5.4 million, respectively, for the three and nine months ended September 30, 2009, relating to timing of seafarer training initiatives and lower training activity; |
• | increases of $21.8 million and $19.6 million, respectively, for the three and nine months ended September 30, 2009, as there was a recovery recorded in the third quarter of 2008 relating to the costs associated with our equity-based compensation and long-term incentive program for management; and |
• | increases of $2.9 million for the three months ended September 30, 2009, and a decrease of $4.2 million for the nine months ended September 30, 2009, in corporate-related expenses. |
• | decreases of $18.2 million and $65.2 million, respectively, for the three and nine months ended September 30, 2009, primarily due to repayments of debt drawn under long-term revolving credit facilities and term loans and decrease in interest rates relating to long-term debt; |
• | decreases of $9.6 million and $24.6 million, respectively, for the three and nine months ended September 30, 2009, as the debt relating to Teekay Nakilat (III) was novated to the RasGas 3 Joint Venture on December 31, 2008 (the interest expense on this debt is not reflected in our 2009 consolidated interest expense as the RasGas 3 Joint Venture is accounted for using the equity method); |
• | decreases of $4.5 million and $10.7 million, respectively, for the three and nine months ended September 30, 2009, from the scheduled loan payments on the LNG carrierCatalunya Spirit, and scheduled capital lease repayments on the LNG carrierMadrid Spirit(theMadrid Spiritis financed pursuant to a Spanish tax lease arrangement, under which we borrowed under a term loan and deposited the proceeds into a restricted cash account and entered into a capital lease for the vessel; as a result, this decrease in interest expense from the capital lease is offset by a corresponding decrease in the interest income from restricted cash); |
• | decreases of $1.0 million and $3.3 million, respectively, for the three and nine months ended September 30, 2009, from declining interest rates on our five Suezmax tanker capital lease obligations; and |
• | decreases of $0.4 million and $2.5 million, respectively, for the three and nine months ended September 30, 2009, due to the effect on our Euro-denominated debt from the weakening of the Euro against the U.S. Dollar during such period compared to the same periods last year; |
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• | increases of $0.6 million and $2.7 million, respectively, for the three and nine months ended September 30, 2009, relating to debt to finance the purchase of the Tangguh LNG Carriers as the interest on this debt was capitalized in the same periods last year. |
• | decreases of $8.2 million and $23.2 million for the three and nine months ended September 30, 2009, relating to interest-bearing advances made by us to the RasGas 3 Joint Venture for shipyard construction installment payments as the loan was repaid on December 31, 2008, when the external debt was novated to the RasGas 3 Joint Venture; |
• | decreases of $5.4 million and $24.5 million for the three and nine months ended September 30, 2009, primarily relating to lower interest rates on our bank account balances compared to the same periods last year; |
• | decreases of $2.7 million and $8.5 million for the three and nine months ended September 30, 2009, due to decreases in LIBOR rates relating to the restricted cash used to fund capital lease payments for the RasGas II LNG Carriers (please read Item 1 — Financial Statements: Note 9 — Capital Leases and Restricted Cash); |
• | decreases of $0.1 million and $0.6 million for the three and nine months ended September 30, 2009, due to the effect on our Euro-denominated deposits from the weakening of the Euro against the U.S. Dollar during such period compared to the same periods last year; and |
• | decreases of $0.1 million and $0.7 million for the three and nine months ended September 30, 2009, primarily from scheduled capital lease repayments on one of our LNG carriers which was funded from restricted cash deposits. |
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(in thousands of U.S. Dollars) | 2009 | 2008 | 2009 | 2008 | ||||||||||||
Realized (losses) gains relating to: | ||||||||||||||||
Interest rate swaps | (41,321 | ) | (15,150 | ) | (91,737 | ) | (28,361 | ) | ||||||||
Foreign currency forward contracts | (981 | ) | 7,219 | (8,926 | ) | 30,399 | ||||||||||
Bunkers and forward freight agreements (FFAs) | 2,655 | (9,598 | ) | 4,660 | (25,348 | ) | ||||||||||
(39,647 | ) | (17,529 | ) | (96,003 | ) | (23,310 | ) | |||||||||
Unrealized (losses) gains relating to: | ||||||||||||||||
Interest rate swaps | (81,114 | ) | (58,102 | ) | 164,333 | (55,480 | ) | |||||||||
Foreign currency forward contracts | 2,060 | (23,749 | ) | 15,227 | (31,975 | ) | ||||||||||
Bunkers, FFAs and other | (2,963 | ) | 8,786 | (491 | ) | (14,777 | ) | |||||||||
(82,017 | ) | (73,065 | ) | 179,069 | (102,232 | ) | ||||||||||
Total realized and unrealized (losses) gains on non-designated derivative instruments | (121,664 | ) | (90,594 | ) | 83,066 | (125,542 | ) | |||||||||
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Nine Months Ended September 30, | ||||||||
2009 | 2008 | |||||||
($000’s) | ($000’s) | |||||||
Net operating cash flows | 298,300 | 317,315 | ||||||
Net financing cash flows | (400,743 | ) | 945,798 | |||||
Net investing cash flows | (216,320 | ) | (830,173 | ) |
• | incurred capital expenditures for vessels and equipment of $431.6 million, primarily for acquisition of one product tanker and shipyard construction installment payments on our newbuilding Suezmax tankers, shuttle tankers, LNG and LPG carriers; |
• | received proceeds of $166.1 million from the sale of three product tankers; and |
• | received proceeds of $32.7 million from the sale of an Aframax tanker through a sale-leaseback agreement. |
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Remainder of | 2010 and | 2012 and | Beyond | |||||||||||||||||
(In millions of U.S. Dollars) | Total | 2009 | 2011 | 2013 | 2013 | |||||||||||||||
U.S. Dollar-Denominated Obligations: | ||||||||||||||||||||
Long-term debt(1) | 4,094.0 | 32.9 | 831.4 | 518.4 | 2,711.3 | |||||||||||||||
Chartered-in vessels (operating leases) | 696.6 | 78.8 | 423.7 | 146.9 | 47.2 | |||||||||||||||
Commitments under capital leases(2) | 227.6 | 6.0 | 221.6 | — | — | |||||||||||||||
Commitments under capital leases(3) | 1,055.1 | 6.0 | 48.0 | 48.0 | 953.1 | |||||||||||||||
Commitments under operating leases(4) | 489.0 | 6.3 | 50.1 | 50.1 | 382.5 | |||||||||||||||
Newbuilding installments(5) | 510.3 | 42.5 | 467.8 | — | — | |||||||||||||||
Asset retirement obligation | 22.0 | — | — | — | 22.0 | |||||||||||||||
Total U.S. Dollar-denominated obligations | 7,094.6 | 172.5 | 2,042.6 | 763.4 | 4,116.1 | |||||||||||||||
Euro-Denominated Obligations:(6) | ||||||||||||||||||||
Long-term debt(7) | 424.8 | 3.2 | 245.8 | 15.4 | 160.4 | |||||||||||||||
Commitments under capital leases(2) (8) | 171.8 | 37.5 | 134.3 | — | — | |||||||||||||||
Total Euro-denominated obligations | 596.6 | 40.7 | 380.1 | 15.4 | 160.4 | |||||||||||||||
Total | 7,691.2 | 213.2 | 2,422.7 | 778.8 | 4,276.5 | |||||||||||||||
(1) | Excludes expected interest payments of $20.8 million (balance of 2009), $147.7 million (2010 and 2011), $95.0 million (2012 and 2013) and $125.6 million (beyond 2013). Expected interest payments are based on the existing interest rates (fixed-rate loans) and LIBOR plus margins that ranged up to 3.25% at September 30, 2009 (variable-rate loans). The expected interest payments do not reflect the effect of related interest rate swaps that we have used as an economic hedge of certain of our floating-rate debt. | |
(2) | Includes, in addition to lease payments, amounts we are required to pay to purchase certain leased vessels at the end of the lease terms. We are obligated to purchase five of our existing Suezmax tankers upon the termination of the related capital leases, which will occur in 2011. The purchase price will be based on the unamortized portion of the vessel construction financing costs for the vessels, which we expect to range from $31.7 million to $39.2 million per vessel. We expect to satisfy the purchase price by assuming the existing vessel financing, although we may be required to obtain separate debt or equity financing to complete the purchases if the lenders do not consent to our assuming the financing obligations. We are also obligated to purchase one of our existing LNG carriers upon the termination of the related capital leases on December 31, 2011. The purchase obligation has been fully funded with restricted cash deposits. Please read Item 1 — Financial Statements: Note 9 — Capital Leases and Restricted Cash. | |
(3) | Existing restricted cash deposits of $480.4 million, together with the interest earned on the deposits, will be sufficient to repay the remaining amounts we currently owe under the lease arrangements. | |
(4) | We have corresponding leases whereby we are the lessor and expect to receive $455 million for these leases from the remainder of 2009 to 2029. | |
(5) | Represents remaining construction costs (excluding capitalized interest and miscellaneous construction costs) for four shuttle tankers, one Suezmax tanker, and four LPG carriers as of September 30, 2009. Please read Item 1 — Financial Statements: Note 11(a) — Commitments and Contingencies — Vessels Under Construction. | |
(6) | Euro-denominated obligations are presented in U.S. Dollars and have been converted using the prevailing exchange rate as of September 30, 2009. | |
(7) | Excludes expected interest payments of $2.0 million (balance of 2009), $10.1 million (2010 and 2011), $4.9 million (2012 and 2013) and $15.3 million (beyond 2013). Expected interest payments are based on EURIBOR at September 30, 2009, plus margins that ranged up to 0.66%, as well as the prevailing U.S. Dollar/Euro exchange rate as of September 30, 2009. The expected interest payments do not reflect the effect of related interest rate swaps that we have used as an economic hedge of certain of our floating-rate debt. | |
(8) | Existing restricted cash deposits of $159.1 million, together with the interest earned on the deposits, are expected to equal the remaining amounts we owe under the lease arrangement, including our obligation to purchase the vessel at the end of the lease term. |
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• | our future growth prospects; | |
• | tanker market fundamentals, including the balance of supply and demand in the tanker market and spot tanker charter rates; | |
• | the sufficiency of working capital for short-term liquidity requirements; | |
• | future capital expenditure commitments and the financing requirements for such commitments; | |
• | delivery dates of and financing for newbuildings, and the commencement of service of newbuildings under long-term time-charter contracts; | |
• | potential newbuilding order cancellations; | |
• | construction and delivery delays in the tanker industry generally; | |
• | the future valuation of goodwill; | |
• | our compliance with covenants under our credit facilities; | |
• | our hedging activities relating to foreign exchange and interest rate risks; | |
• | the adequacy of restricted cash deposits to fund capital lease obligations; | |
• | the effectiveness of our risk management policies and procedures and the ability of the counter-parties to our derivative contracts to fulfill their contractual obligations; | |
• | the potential for additional revenue from ourPetrojarl VargFPSO contract based on volume of oil produced; | |
• | the condition of financial and economic markets, including the recent credit crisis, interest rate volatility and the availability and cost of capital; and | |
• | the growth of global oil demand. |
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SEPTEMBER 30, 2009
PART I — FINANCIAL INFORMATION
Expected Maturity Date | ||||||||||||||||||||
Remainder | ||||||||||||||||||||
of 2009 | 2010 | 2011 | Total | Total | ||||||||||||||||
Contract | Contract | Contract | Contract | Fair value(1) | ||||||||||||||||
Amount(1) | Amount(1) | Amount(1) | Amount(1) | Asset (Liability) | ||||||||||||||||
Norwegian Kroner: | $ | 46.8 | $ | 139.5 | $ | 9.6 | $ | 195.9 | $ | 9.7 | ||||||||||
Average contractual exchange rate(2) | 5.78 | 6.21 | 6.20 | 6.11 | — | |||||||||||||||
Euro: | $ | 16.9 | $ | 36.8 | $ | 2.3 | $ | 56.0 | $ | 0.5 | ||||||||||
Average contractual exchange rate(2) | 0.66 | 0.70 | 0.73 | 0.69 | — | |||||||||||||||
Canadian Dollar: | $ | 14.5 | $ | 45.3 | — | $ | 59.8 | $ | 1.0 | |||||||||||
Average contractual exchange rate(2) | 1.06 | 1.10 | — | 1.09 | — | |||||||||||||||
British Pound: | $ | 15.4 | $ | 34.3 | $ | 1.8 | $ | 51.5 | $ | (2.7 | ) | |||||||||
Average contractual exchange rate(2) | 0.54 | 0.61 | 0.63 | 0.59 | — | |||||||||||||||
Australian Dollar: | $ | 0.3 | — | — | $ | 0.3 | — | |||||||||||||
Average contractual exchange rate(2) | 1.13 | — | — | 1.13 | — | |||||||||||||||
Singapore Dollar: | $ | 1.6 | — | — | $ | 1.6 | — | |||||||||||||
Average contractual exchange rate(2) | 1.41 | — | — | 1.41 | — |
(1) | Contract amounts and fair value amounts in millions of U.S. Dollars. | |
(2) | Average contractual exchange rate represents the contractual amount of foreign currency one U.S. Dollar will buy. |
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Expected Maturity Date | Fair Value | |||||||||||||||||||||||||||||||||||
Balance | Asset / | |||||||||||||||||||||||||||||||||||
of 2009 | 2010 | 2011 | 2012 | 2013 | Thereafter | Total | (Liability) | Rate | ||||||||||||||||||||||||||||
(in millions of U.S. dollars, except percentages) | ||||||||||||||||||||||||||||||||||||
Long-Term Debt:(1) | ||||||||||||||||||||||||||||||||||||
Variable Rate ($U.S.)(2) | 20.5 | 317.6 | 225.8 | 206.6 | 216.4 | 2,405.8 | 3,392.7 | (3,023.7 | ) | 1.2 | % | |||||||||||||||||||||||||
Variable Rate (Euro)(3) (4) | 3.2 | 13.3 | 232.5 | 7.5 | 8.0 | 160.3 | 424.8 | (367.2 | ) | 2.2 | % | |||||||||||||||||||||||||
Fixed-Rate Debt ($U.S.) | 12.4 | 46.7 | 241.7 | 47.6 | 47.6 | 305.2 | 701.2 | (669.8 | ) | 6.2 | % | |||||||||||||||||||||||||
Average Interest Rate | 5.2 | % | 5.1 | % | 8.0 | % | 5.2 | % | 5.2 | % | 5.2 | % | 6.2 | % | ||||||||||||||||||||||
Capital Lease Obligations(1) (5) (6) | ||||||||||||||||||||||||||||||||||||
Fixed-Rate ($U.S.)(7) | 113.4 | 3.9 | 80.1 | — | — | — | 197.4 | (197.4 | ) | 7.4 | % | |||||||||||||||||||||||||
Average Interest Rate(8) | 8.9 | % | 5.4 | % | 5.5 | % | — | — | — | 7.4 | % | |||||||||||||||||||||||||
Interest Rate Swaps:(2) | ||||||||||||||||||||||||||||||||||||
Contract Amount ($U.S.)(6) (9)(10) | 349.8 | 279.3 | 170.3 | 276.3 | 82.5 | 2,738.6 | 3,896.8 | (422.3 | ) | 4.8 | % | |||||||||||||||||||||||||
Average Fixed Pay Rate(2) | 4.9 | % | 4.3 | % | 3.5 | % | 3.1 | % | 4.9 | % | 5.1 | % | 4.8 | % | ||||||||||||||||||||||
Contract Amount (Euro)(4) (9) | 3.2 | 13.3 | 232.5 | 7.4 | 8.0 | 160.4 | 424.8 | (14.3 | ) | 3.8 | % | |||||||||||||||||||||||||
Average Fixed Pay Rate(3) | 3.8 | % | 3.8 | % | 3.8 | % | 3.7 | % | 3.7 | % | 3.8 | % | 3.8 | % |
(1) | Rate refers to the weighted-average effective interest rate for our long-term debt and capital lease obligations, including the margin we pay on our floating-rate debt, which as of September 30, 2009, ranged from 0.3% to 3.25%. The average interest rate for our capital lease obligations is the weighted-average interest rate implicit in our lease obligations at the inception of the leases. | |
(2) | Interest payments on U.S. Dollar-denominated debt and interest rate swaps are based on LIBOR. The average fixed pay rate for our interest rate swaps excludes the margin we pay on our floating-rate debt. | |
(3) | Interest payments on Euro-denominated debt and interest rate swaps are based on EURIBOR. | |
(4) | Euro-denominated amounts have been converted to U.S. Dollars using the prevailing exchange rate as of September 30, 2009. | |
(5) | Excludes capital lease obligations (present value of minimum lease payments) of 107.2 million Euros ($156.9 million) on one of our existing LNG carriers with a weighted-average fixed interest rate of 5.8%. Under the terms of this fixed-rate lease obligation, we are required to have on deposit, subject to a weighted-average fixed interest rate of 5.0%, an amount of cash that, together with the interest earned thereon, will fully fund the amount owing under the capital lease obligation, including a vessel purchase obligation. As at September 30, 2009, this amount was 108.6 million Euros ($159.1 million). Consequently, we are not subject to interest rate risk from these obligations or deposits. | |
(6) | Under the terms of the capital leases for the three RasGas II LNG Carriers (see Item 1 — Financial Statements: Note 9 — Capital Leases and Restricted Cash), we are required to have on deposit, subject to a variable rate of interest, an amount of cash that, together with interest earned on the deposit, will equal the remaining amounts owing under the leases. The deposits, which as at September 30, 2009, totaled $480.4 million, and the lease obligations, which as at September 30, 2009, totaled $470.1 million, have been swapped for fixed-rate deposits and fixed-rate obligations. Consequently, we are not subject to interest rate risk from these obligations and deposits and, therefore, the lease obligations, cash deposits and related interest rate swaps have been excluded from the table above. As at September 30, 2009, the contract amount, fair value and fixed interest rates of these interest rate swaps related to the RasGas II LNG Carrier capital lease obligations and restricted cash deposits were $460.5 million and $474.6 million, $(62.1) million and $76.4 million, and 4.9% and 4.8%, respectively. | |
(7) | The amount of capital lease obligations represents the present value of minimum lease payments together with our purchase obligation, as applicable (see Item 1 — Financial Statements: Note 9 — Capital Leases and Restricted Cash). | |
(8) | The average interest rate is the weighted-average interest rate implicit in the capital lease obligations at the inception of the leases. | |
(9) | The average variable receive rate for our interest rate swaps is set monthly at the 1-month LIBOR or EURIBOR, quarterly at the 3-month LIBOR or semi-annually at the 6-month LIBOR. | |
(10) | Includes interest rate swaps of $335.0 million, $300.0 million and $200.0 million that have commencement dates of 2009, 2010 and 2011, respectively. |
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SEPTEMBER 30, 2009
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• | the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common stock; |
• | the amount allocated to the current taxable year and any taxable year prior to the taxable year we were first treated as a PFIC with respect to the Non-Electing Holder would be taxed as ordinary income in the current taxable year; |
• | the amount allocated to each of the other taxable years would be subject to U.S. federal income tax at the highest rate of tax in effect for the applicable class of taxpayers for that year, and |
• | an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
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• | fails to provide an accurate taxpayer identification number; |
• | is notified by the IRS that it has failed to report all interest or distributions required to be shown on its U.S. federal income tax returns; or |
• | in certain circumstances, fails to comply with applicable certification requirements. |
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• | The liability limits in countries that have ratified the 1992 Protocol to the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, are currently approximately $7.2 million (increased from $6.7 million) plus approximately $1,005 (increased from $930) per gross registered tonne above 5,000 gross tonnes with an approximate maximum of $143 million (increased from $133 million) per vessel and the exact amount tied to a unit of account which varies according to a basket of currencies. |
• | The EU Directive 33/2005 (the “Directive”) comes into force from January 1, 2010. Under this legislation, vessels are required to burn fuel with sulphur content below 0.1% while berthed or anchored in an EU port. Currently, the only grade of fuel meeting this low sulphur content requirement is low sulphur marine gas oil (orLSMGO). |
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• | first, 98% to the common unitholders, pro rata, and 2% to the general partner, until Teekay Offshore or Teekay LNG, as applicable, distributes for each outstanding common unit an amount equal to the minimum quarterly distribution for that quarter; |
• | second, 98% to the common unitholders, pro rata, and 2% to the general partner, until Teekay Offshore or Teekay LNG, as applicable, distributes for each outstanding common unit an amount equal to any arrearages in payment of the minimum quarterly distribution on the common units for any prior quarters during the subordination period; |
• | third, 98% to the subordinated unitholders, pro rata, and 2% to the general partner, until Teekay Offshore or Teekay LNG, as applicable, distributes for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and |
• | thereafter, in the manner described in “Incentive Distribution Rights” below. |
• | Teekay Offshore or Teekay LNG has distributed available cash from operating surplus to the common and subordinated unitholders in an amount equal to the minimum quarterly distribution; and |
• | Teekay Offshore or Teekay LNG has distributed available cash from operating surplus on outstanding common units in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution; |
• | first, 98% to all unitholders, pro rata, and 2% to the general partner, until each unitholder has received a total of $0.4025 (Teekay Offshore) or $0.4625 (Teekay LNG) per unit for that quarter; |
• | second, 85% to all unitholders, and 15% to the general partner, until each unitholder has received a total of $0.4375 (Teekay Offshore) or $0.5375 (Teekay LNG) per unit for that quarter; |
• | third, 75% to all unitholders, and 25% to the general partner, until each unitholder has received a total of $0.525 (Teekay Offshore) or $0.65 (Teekay LNG) per unit for that quarter; and |
• | thereafter, 50% to all unitholders and 50% to the general partner. |
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• | To sell to Teekay LNG a 33% interest in the Angola LNG Project consortium as described under “Other Significant Projects-Angola LNG Project” of Item 2 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Report on Form 6-K. |
• | To sell to Teekay LNG for a total cost of approximately $94 million two technically advanced 12,000-cubic meter newbuilding multi-gas vessels capable of carrying LNG, LPG or ethylene. This sale will occur upon delivery and purchase by Teekay of these vessels, which is scheduled for the second half of 2010. Upon delivery, each vessel will commence service under 15-year fixed-rate charters to I.M. Skaugen ASA. |
• | To sell to Teekay Offshore existing FPSO units of Teekay Petrojarl that were servicing contracts in excess of three years in length as of July 9, 2008, the date on which Teekay Corporation acquired 100% of Teekay Petrojarl. Teekay Offshore, at its election, may acquire these units at any time until July 9, 2010. The purchase price for any such existing FPSO units would be its fair market value plus any additional tax or other similar costs to Teekay Petrojarl that would be required to transfer the offshore vessels to Teekay Offshore. |
• | To offer to Teekay Tankers a Suezmax tanker prior to June 18, 2010. The purchase price for the vessel would be its fair market value at the time of offer, taking into account any existing charter contracts and based on independent ship broker valuations. |
• | Nine of OPCO’s conventional tankers are chartered out to Teekay subsidiaries under long-term time charters. Two of OPCO’s shuttle tankers are chartered out to Teekay subsidiaries under long-term bareboat charters. Pursuant to these charter contracts, OPCO earned voyage revenues of $32.0 million and $93.7 million, respectively, for the three and nine months ended September 30, 2009, and $25.9 million, $142.6 million and $159.3 million, respectively, for 2006 (following Teekay Offshore’s initial public offering in December 2006), 2007 and 2008. |
• | From December 2008 to June 2009, OPCO entered into a bareboat charter contract to in-charter one shuttle tanker from a subsidiary Teekay. Pursuant to the charter contract, OPCO incurred time-charter hire expenses of $nil and $3.4 million, respectively, for the three and nine months ended September 30, 2009. |
• | During 2009, two of OPCO’s shuttle tankers were employed on single-voyage charters with a subsidiary of Teekay. Pursuant to these charter contracts, OPCO earned voyage revenues of $6.4 million and $11.3 million, respectively, for the three and nine months ended September 30, 2009. |
• | From August 2008, Teekay is chartering in from Teekay Tankers the tankerNassau Spirit under a fixed-rate time-charter currently scheduled to expire in August 2010. Teekay Tankers earned revenues of $3.4 million and $10.4 million, respectively, for the three and nine months ended September 30, 2009, and $1.3 million and $3.6 million, respectively, for the three and nine months ended September 30, 2008, under this time-charter contract. |
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• | REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 33-97746) FILED WITH THE SEC ON OCTOBER 4, 1995; | |
• | REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-42434) FILED WITH THE SEC ON JULY 28, 2000; | |
• | REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-119564) FILED WITH THE SEC ON OCTOBER 6, 2004; AND | |
• | REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-147683) FILED WITH THE SEC ON NOVEMBER 28, 2007. |
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TEEKAY CORPORATION | ||||
Date: December 16, 2009 | By: | /s/ Vincent Lok | ||
Vincent Lok | ||||
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
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