|
|
PAGE
|
||
|
|
|
Item 1.
|
|
|
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
|
|
Three Months Ended
September 30, 2018 |
|
Three Months Ended
September 30, 2017 |
|
Nine Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2017 |
|
||||
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||
REVENUES
|
|
|
|
|
|
|
|
||||||
Voyage charter revenues
(notes 2 and 3)
|
|
152,047
|
|
|
25,397
|
|
|
432,017
|
|
|
94,881
|
|
|
Time-charter revenues
(note 3)
|
|
12,326
|
|
|
24,681
|
|
|
51,820
|
|
|
85,102
|
|
|
Other revenues
(notes 3 and 5)
|
|
11,542
|
|
|
12,914
|
|
|
32,202
|
|
|
41,994
|
|
|
Net pool revenues
(notes 2, 3
and 13a)
|
|
—
|
|
|
28,246
|
|
|
—
|
|
|
108,535
|
|
|
Total revenues
|
|
175,915
|
|
|
91,238
|
|
|
516,039
|
|
|
330,512
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Voyage expenses
(notes 2, 3 and 13a)
|
|
(83,048
|
)
|
|
(18,303
|
)
|
|
(249,974
|
)
|
|
(61,488
|
)
|
|
Vessel operating expenses
(note 13a)
|
|
(52,161
|
)
|
|
(40,958
|
)
|
|
(157,808
|
)
|
|
(131,949
|
)
|
|
Time-charter hire expense
|
|
(4,317
|
)
|
|
(5,835
|
)
|
|
(14,697
|
)
|
|
(27,459
|
)
|
|
Depreciation and amortization
|
|
(29,595
|
)
|
|
(24,328
|
)
|
|
(88,598
|
)
|
|
(73,652
|
)
|
|
General and administrative expenses
(note 13a)
|
|
(8,747
|
)
|
|
(7,622
|
)
|
|
(27,939
|
)
|
|
(24,875
|
)
|
|
(Loss) gain on sale of vessels
(note 14)
|
|
—
|
|
|
(7,926
|
)
|
|
170
|
|
|
(12,495
|
)
|
|
Restructuring charges
|
|
(213
|
)
|
|
—
|
|
|
(1,195
|
)
|
|
—
|
|
|
Loss from operations
|
|
(2,166
|
)
|
|
(13,734
|
)
|
|
(24,002
|
)
|
|
(1,406
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense
|
|
(15,006
|
)
|
|
(7,299
|
)
|
|
(41,666
|
)
|
|
(21,681
|
)
|
|
Interest income
|
|
250
|
|
|
305
|
|
|
568
|
|
|
744
|
|
|
Realized and unrealized gain (loss) on derivative instruments
(note 9)
|
|
596
|
|
|
390
|
|
|
4,725
|
|
|
(709
|
)
|
|
Equity (loss) income
(note 6)
|
|
(359
|
)
|
|
(274
|
)
|
|
265
|
|
|
(27,174
|
)
|
|
Other expense
(note 10)
|
|
(799
|
)
|
|
(1,768
|
)
|
|
(3,940
|
)
|
|
(5,918
|
)
|
|
Net loss
|
|
(17,484
|
)
|
|
(22,380
|
)
|
|
(64,050
|
)
|
|
(56,144
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Per common share amounts
(note 15)
|
|
|
|
|
|
|
|
|
|
||||
- Basic loss per share
|
|
(0.07
|
)
|
|
(0.12
|
)
|
|
(0.24
|
)
|
|
(0.31
|
)
|
|
- Diluted loss per share
|
|
(0.07
|
)
|
|
(0.12
|
)
|
|
(0.24
|
)
|
|
(0.31
|
)
|
|
- Cash dividends declared
|
|
—
|
|
|
0.03
|
|
|
0.03
|
|
|
0.09
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average number of Class A and Class B common stock outstanding
(note 15)
|
|
|
|
|
|
|
|
|
|
||||
- Basic and Diluted
|
|
268,558,556
|
|
|
179,224,094
|
|
|
268,470,804
|
|
|
178,853,698
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Related party transactions
(note 13)
|
|
|
|
|
|
|
|
|
|
|
|
As at
|
|
As at
|
||
|
|
September 30, 2018
|
|
December 31, 2017
|
||
|
|
$
|
|
$
|
||
ASSETS
|
|
|
||||
Current
|
|
|
||||
Cash and cash equivalents
|
|
54,361
|
|
|
71,439
|
|
Restricted cash – current
|
|
1,794
|
|
|
1,599
|
|
Pool receivable from affiliates, net
(note 13b)
|
|
26,923
|
|
|
15,550
|
|
Accounts receivable, including affiliate balances of $0.2 million (2017 - $0.8 million)
(note 2)
|
|
17,048
|
|
|
19,288
|
|
Due from affiliates
(note 13b)
|
|
50,551
|
|
|
49,103
|
|
Current portion of derivative assets
(note 9)
|
|
3,075
|
|
|
1,016
|
|
Prepaid expenses
|
|
22,662
|
|
|
18,690
|
|
Other current assets
(note 2)
|
|
1,385
|
|
|
—
|
|
Total current assets
|
|
177,799
|
|
|
176,685
|
|
Restricted cash – long-term
|
|
2,672
|
|
|
2,672
|
|
Vessels and equipment
At cost, less accumulated depreciation of $550.1 million (2017 - $512.0 million) (note 7) |
|
1,556,959
|
|
|
1,737,792
|
|
Vessels related to capital leases At cost, less accumulated depreciation of $38.7 million (2017 - $25.4 million)
(note 8)
|
|
340,961
|
|
|
227,722
|
|
Investment in and advances to equity accounted investments (
note 6)
|
|
24,811
|
|
|
25,460
|
|
Derivative asset
s (note 9
)
|
|
5,531
|
|
|
4,226
|
|
Intangible assets
At cost, less accumulated amortization of $10.2 million (2017 - $8.2 million)
|
|
12,320
|
|
|
14,605
|
|
Other non-current assets
|
|
82
|
|
|
127
|
|
Goodwill
|
|
8,059
|
|
|
8,059
|
|
Total assets
|
|
2,129,194
|
|
|
2,197,348
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
||
Current
|
|
|
|
|
||
Accounts payable
|
|
5,352
|
|
|
7,860
|
|
Accrued liabilities
|
|
35,717
|
|
|
34,608
|
|
Current portion of long-term debt
(note 7)
|
|
103,843
|
|
|
166,745
|
|
Current obligation related to capital leases
(note 8)
|
|
15,839
|
|
|
7,227
|
|
Deferred revenue
|
|
89
|
|
|
557
|
|
Due to affiliates
(note 13b)
|
|
18,391
|
|
|
19,717
|
|
Total current liabilities
|
|
179,231
|
|
|
236,714
|
|
Long-term debt
(note 7)
|
|
703,235
|
|
|
785,557
|
|
Long-term obligation related to capital leases
(note 8)
|
|
280,871
|
|
|
141,681
|
|
Other long-term liabilities
(note 10
)
|
|
30,646
|
|
|
26,795
|
|
Total liabilities
|
|
1,193,983
|
|
|
1,190,747
|
|
Commitments and contingencies
(notes 6, 7, 8
and
9)
|
|
|
|
|
||
Equity
|
|
|
|
|
||
Common stock and additional paid-in capital (585.0 million shares authorized, 231.6 million Class A and 37.0 million Class B shares issued and outstanding as of September 30, 2018 and 231.2 million Class A and 37.0 million Class B shares issued and outstanding as of December 31, 2017)
(note 12)
|
|
1,295,709
|
|
|
1,294,998
|
|
Accumulated deficit
|
|
(360,498
|
)
|
|
(288,397
|
)
|
Total equity
|
|
935,211
|
|
|
1,006,601
|
|
Total liabilities and equity
|
|
2,129,194
|
|
|
2,197,348
|
|
|
|
Nine Months Ended September 30, 2018
|
|
Nine Months Ended September 30, 2017
|
||
|
|
$
|
|
$
|
||
Cash, cash equivalents and restricted cash provided by (used for)
|
|
|
|
|
||
OPERATING ACTIVITIES
|
|
|
|
|
||
Net loss
|
|
(64,050
|
)
|
|
(56,144
|
)
|
Non-cash items:
|
|
|
|
|
||
Depreciation and amortization
|
|
88,598
|
|
|
73,652
|
|
(Gain) loss on sale of vessels
(note 14
)
|
|
(170
|
)
|
|
12,495
|
|
Unrealized (gain) loss on derivative instruments
(note 9)
|
|
(3,287
|
)
|
|
1,268
|
|
Equity (income) loss
|
|
(265
|
)
|
|
27,174
|
|
Other
|
|
8,166
|
|
|
8,827
|
|
Change in operating assets and liabilities
|
|
(17,402
|
)
|
|
7,013
|
|
Expenditures for dry docking
|
|
(17,035
|
)
|
|
(6,448
|
)
|
Net operating cash flow
|
|
(5,445
|
)
|
|
67,837
|
|
|
|
|
|
|
||
FINANCING ACTIVITIES
|
|
|
|
|
||
Proceeds from long-term debt, net of issuance costs
|
|
46,128
|
|
|
14,919
|
|
Repayments of long-term debt
|
|
(92,380
|
)
|
|
(82,054
|
)
|
Prepayments of long-term debt
|
|
(102,717
|
)
|
|
(222,302
|
)
|
Proceeds from financing related to sales
and
leaseback of vessels
(note 8)
|
|
156,644
|
|
|
153,000
|
|
Scheduled repayments of obligations related to capital leases
(note 8)
|
|
(8,841
|
)
|
|
(2,312
|
)
|
Cash dividends paid
|
|
(8,052
|
)
|
|
(15,302
|
)
|
Proceeds from issuance of Class A common stock
(note 12)
|
|
—
|
|
|
5,000
|
|
Proceeds from equity offerings, net of offering costs
(note 12)
|
|
—
|
|
|
8,565
|
|
Other
|
|
(92
|
)
|
|
(241
|
)
|
Net financing cash flow
|
|
(9,310
|
)
|
|
(140,727
|
)
|
|
|
|
|
|
||
INVESTING ACTIVITIES
|
|
|
|
|
||
Proceeds from sales of vessels
(note 14)
|
|
589
|
|
|
45,859
|
|
Expenditures for vessels and equipment
|
|
(3,463
|
)
|
|
(3,503
|
)
|
Return of capital from equity-accounted investment
|
|
746
|
|
|
—
|
|
Loan repayments from equity-accounted investment
|
|
—
|
|
|
550
|
|
Net investing cash flow
|
|
(2,128
|
)
|
|
42,906
|
|
|
|
|
|
|
||
Decrease in cash, cash equivalents and restricted cash
|
|
(16,883
|
)
|
|
(29,984
|
)
|
Cash, cash equivalents and restricted cash, beginning of the period
|
|
75,710
|
|
|
94,907
|
|
Cash, cash equivalents and restricted cash, end of the period
|
|
58,827
|
|
|
64,923
|
|
|
|
Common Stock and Additional
Paid-in Capital
|
|
|
|
|
|||||||||
|
|
Thousands
of Common
Stock
#
|
|
Class A
$
|
|
Class B
$
|
|
Accumulated
Deficit
$
|
|
Total
$
|
|||||
Balance as at December 31, 2017
|
|
268,202
|
|
|
1,206,466
|
|
|
88,532
|
|
|
(288,397
|
)
|
|
1,006,601
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,050
|
)
|
|
(64,050
|
)
|
Dividends declared
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,052
|
)
|
|
(8,052
|
)
|
Equity-based compensation
(note 12)
|
|
357
|
|
|
985
|
|
|
—
|
|
|
—
|
|
|
985
|
|
Other
|
|
—
|
|
|
(274
|
)
|
|
—
|
|
|
1
|
|
|
(273
|
)
|
Balance as at September 30, 2018
|
|
268,559
|
|
|
1,207,177
|
|
|
88,532
|
|
|
(360,498
|
)
|
|
935,211
|
|
1.
|
Basis of Presentation
|
2.
|
Recent Accounting Pronouncements
|
•
|
The Company previously presented the net allocation for its vessels participating in revenue sharing arrangements (or
RSAs
) as net pool revenues. The Company has determined that it is the principal in voyages its vessels perform that are included in the RSAs. As such, the revenue from those voyages is presented in voyage charter revenues and the difference between this amount and the Company's net allocation from the RSA is presented as voyage expenses. This had the effect of increasing voyage charter revenues and voyage expenses for the
three and nine
months ended
September 30, 2018
by
$73.6 million
and
$202.4 million
, respectively. There was
no
cumulative impact to opening equity as at January 1, 2018.
|
•
|
The Company previously presented all accrued revenue as a component of accounts receivable. The Company has determined that if the right to such consideration is conditioned upon something other than the passage of time, such accrued revenue should be presented apart from accounts receivable. This had the effect of increasing other current assets and decreasing accounts receivable by
$1.4 million
at
September 30, 2018
.
|
3.
|
Revenue
|
|
Three Months Ended
September 30, 2018 |
|
Three Months Ended
September 30, 2017 |
|
Nine Months Ended
September 30, 2018 |
|
Nine Months Ended
September 30, 2017 |
||||
Voyage charters
(1)
|
|
|
|
|
|
|
|
||||
Suezmax
|
90,267
|
|
|
271
|
|
|
243,771
|
|
|
12,905
|
|
Aframax
|
29,210
|
|
|
4,869
|
|
|
76,952
|
|
|
13,900
|
|
LR2
|
16,712
|
|
|
—
|
|
|
40,312
|
|
|
—
|
|
Full service lightering
|
15,858
|
|
|
20,257
|
|
|
70,982
|
|
|
68,076
|
|
Total
|
152,047
|
|
|
25,397
|
|
|
432,017
|
|
|
94,881
|
|
|
|
|
|
|
|
|
|
||||
Time-charters
|
|
|
|
|
|
|
|
||||
Aframax
|
7,784
|
|
|
12,318
|
|
|
31,608
|
|
|
36,975
|
|
Suezmax
|
2,909
|
|
|
9,167
|
|
|
13,063
|
|
|
35,918
|
|
LR2
|
1,633
|
|
|
3,196
|
|
|
7,149
|
|
|
12,209
|
|
Total
|
12,326
|
|
|
24,681
|
|
|
51,820
|
|
|
85,102
|
|
|
|
|
|
|
|
|
|
||||
Other revenue
|
|
|
|
|
|
|
|
||||
Ship-to-ship support services
|
8,217
|
|
|
7,980
|
|
|
22,452
|
|
|
28,210
|
|
Commercial management
|
2,050
|
|
|
3,112
|
|
|
6,246
|
|
|
9,448
|
|
LNG terminal management, consultancy and other
|
1,275
|
|
|
1,822
|
|
|
3,504
|
|
|
4,336
|
|
Total
|
11,542
|
|
|
12,914
|
|
|
32,202
|
|
|
41,994
|
|
|
|
|
|
|
|
|
|
||||
Net pool revenues
(1)
|
|
|
|
|
|
|
|
||||
Suezmax
|
—
|
|
|
18,820
|
|
|
—
|
|
|
66,261
|
|
Aframax
|
—
|
|
|
4,832
|
|
|
—
|
|
|
23,195
|
|
LR2
|
—
|
|
|
4,598
|
|
|
—
|
|
|
19,067
|
|
MR
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
12
|
|
Total
|
—
|
|
|
28,246
|
|
|
—
|
|
|
108,535
|
|
Total revenues
|
175,915
|
|
|
91,238
|
|
|
516,039
|
|
|
330,512
|
|
(1)
|
Prior to the January 1, 2018 adoption of ASU 2014-09, the Company presented the net allocation for its vessels participating in RSAs as net pool revenues. The Company has determined that it is the principal in voyages its vessels perform that are included in the RSAs. As such, the revenue from those voyages is presented in voyage charter revenues and the difference between this amount and the Company's net allocation from the RSA is presented as voyage expenses. The adoption of ASU 2014-09 had the impact of increasing voyage charter revenues and voyage expenses for the
three and nine
months ended
September 30, 2018
by
$73.6 million
and
$202.4 million
, respectively.
|
4.
|
Acquisition of Entities under Common Control
|
5.
|
Segment Reporting
|
Three Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Conventional Tanker Segment
|
|
Ship-to-Ship
Transfer Segment
(2)
|
|
Inter-segment Adjustment
(1)
|
|
Total
|
||||||||
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
||||
Revenues
(3)
|
|
166,423
|
|
|
|
12,019
|
|
|
|
(2,527
|
)
|
|
|
175,915
|
|
|
Voyage expenses
(3)
|
|
(85,575
|
)
|
|
|
—
|
|
|
|
2,527
|
|
|
|
(83,048
|
)
|
|
Vessel operating expenses
|
|
(43,432
|
)
|
|
|
(8,729
|
)
|
|
|
—
|
|
|
|
(52,161
|
)
|
|
Time-charter hire expense
|
|
(2,935
|
)
|
|
|
(1,382
|
)
|
|
|
—
|
|
|
|
(4,317
|
)
|
|
Depreciation and amortization
|
|
(28,532
|
)
|
|
|
(1,063
|
)
|
|
|
—
|
|
|
|
(29,595
|
)
|
|
General and administrative expenses
(4)
|
|
(7,985
|
)
|
|
|
(762
|
)
|
|
|
—
|
|
|
|
(8,747
|
)
|
|
Restructuring charges
|
|
—
|
|
|
|
(213
|
)
|
|
|
—
|
|
|
|
(213
|
)
|
|
Loss from operations
|
|
(2,036
|
)
|
|
|
(130
|
)
|
|
|
—
|
|
|
|
(2,166
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity loss
|
|
(359
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(359
|
)
|
|
Three Months Ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Conventional Tanker Segment
|
|
Ship-to-Ship Transfer Segment
(2)
|
|
Inter-segment Adjustment
(1)
|
|
Total
|
||||||||
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
||||
Revenues
(3)
|
|
81,758
|
|
|
|
11,902
|
|
|
|
(2,422
|
)
|
|
|
91,238
|
|
|
Voyage expenses
(3)
|
|
(20,725
|
)
|
|
|
—
|
|
|
|
2,422
|
|
|
|
(18,303
|
)
|
|
Vessel operating expenses
|
|
(32,227
|
)
|
|
|
(8,731
|
)
|
|
|
—
|
|
|
|
(40,958
|
)
|
|
Time-charter hire expense
|
|
(4,629
|
)
|
|
|
(1,206
|
)
|
|
|
—
|
|
|
|
(5,835
|
)
|
|
Depreciation and amortization
|
|
(23,071
|
)
|
|
|
(1,257
|
)
|
|
|
—
|
|
|
|
(24,328
|
)
|
|
General and administrative expenses
(4)
|
|
(6,823
|
)
|
|
|
(799
|
)
|
|
|
—
|
|
|
|
(7,622
|
)
|
|
(Loss) gain on sale of vessels
|
|
(7,968
|
)
|
|
|
42
|
|
|
|
—
|
|
|
|
(7,926
|
)
|
|
Loss from operations
|
|
(13,685
|
)
|
|
|
(49
|
)
|
|
|
—
|
|
|
|
(13,734
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity loss
|
|
(274
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(274
|
)
|
|
Nine Months Ended September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Conventional Tanker Segment
|
|
Ship-to-Ship Transfer Segment
(2)
|
|
Inter-segment
Adjustment
(1)
|
|
Total
|
|
|||||||
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
||||
Revenues
(3)
|
|
490,083
|
|
|
|
35,061
|
|
|
|
(9,105
|
)
|
|
|
516,039
|
|
|
Voyage expenses
(3)
|
|
(259,079
|
)
|
|
|
—
|
|
|
|
9,105
|
|
|
|
(249,974
|
)
|
|
Vessel operating expenses
|
|
(131,886
|
)
|
|
|
(25,922
|
)
|
|
|
—
|
|
|
|
(157,808
|
)
|
|
Time-charter hire expense
|
|
(10,326
|
)
|
|
|
(4,371
|
)
|
|
|
—
|
|
|
|
(14,697
|
)
|
|
Depreciation and amortization
|
|
(85,171
|
)
|
|
|
(3,427
|
)
|
|
|
—
|
|
|
|
(88,598
|
)
|
|
General and administrative expenses
(4)
|
|
(25,385
|
)
|
|
|
(2,554
|
)
|
|
|
—
|
|
|
|
(27,939
|
)
|
|
Gain on sale of vessels
|
|
—
|
|
|
|
170
|
|
|
|
—
|
|
|
|
170
|
|
|
Restructuring charges
|
|
(152
|
)
|
|
|
(1,043
|
)
|
|
|
—
|
|
|
|
(1,195
|
)
|
|
Loss from operations
|
|
(21,916
|
)
|
|
|
(2,086
|
)
|
|
|
—
|
|
|
|
(24,002
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity income
|
|
265
|
|
|
|
—
|
|
|
|
—
|
|
|
|
265
|
|
|
Nine months ended September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Conventional Tanker Segment
|
|
Ship-to-Ship Transfer Segment
(2)
|
|
Inter-segment
Adjustment
(1)
|
|
Total
|
|
|||||||
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
||||
Revenues
(3)
|
|
299,154
|
|
|
|
39,387
|
|
|
|
(8,029
|
)
|
|
|
330,512
|
|
|
Voyage expenses
(3)
|
|
(69,517
|
)
|
|
|
—
|
|
|
|
8,029
|
|
|
|
(61,488
|
)
|
|
Vessel operating expenses
|
|
(100,586
|
)
|
|
|
(31,363
|
)
|
|
|
—
|
|
|
|
(131,949
|
)
|
|
Time-charter hire expense
|
|
(23,698
|
)
|
|
|
(3,761
|
)
|
|
|
—
|
|
|
|
(27,459
|
)
|
|
Depreciation and amortization
|
|
(69,857
|
)
|
|
|
(3,795
|
)
|
|
|
—
|
|
|
|
(73,652
|
)
|
|
General and administrative expenses
(4)
|
|
(22,258
|
)
|
|
|
(2,617
|
)
|
|
|
—
|
|
|
|
(24,875
|
)
|
|
(Loss) gain on sale of vessels
|
|
(12,545
|
)
|
|
|
50
|
|
|
|
—
|
|
|
|
(12,495
|
)
|
|
Income (loss) from operations
|
|
693
|
|
|
|
(2,099
|
)
|
|
|
—
|
|
|
|
(1,406
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Equity loss
|
|
(27,174
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(27,174
|
)
|
|
(1)
|
The ship-to-ship transfer segment provides lightering support services to the conventional tanker segment for full service lightering operations and the pricing for such services was based on actual costs incurred.
|
(2)
|
Revenues, net of the inter-segment adjustment, earned from the ship-to-ship transfer segment are reflected in Other Revenues in the Company's consolidated statements of loss.
|
(3)
|
The comparative periods do not include the impact of the January 1, 2018 adoption of ASU 2014-09 (see note 2).
|
(4)
|
Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).
|
|
As at
|
|
As at
|
||
|
September 30, 2018
|
|
December 31, 2017
|
||
|
$
|
|
$
|
||
Conventional Tanker Segment
|
2,036,698
|
|
|
2,089,099
|
|
Ship-to-Ship Transfer Segment
|
38,135
|
|
|
36,810
|
|
Cash and cash equivalents
|
54,361
|
|
|
71,439
|
|
Consolidated total assets
|
2,129,194
|
|
|
2,197,348
|
|
6.
|
Investments in and Advances to Equity-Accounted Investments
|
|
|
As at September 30, 2018
|
|
As at December 31, 2017
|
||
|
|
$
|
|
$
|
||
High-Q Joint Venture
|
|
24,811
|
|
|
24,546
|
|
Gemini Tankers L.L.C.
|
|
—
|
|
|
914
|
|
Total
|
|
24,811
|
|
|
25,460
|
|
a.
|
The Company has a joint venture arrangement with Wah Kwong Maritime Transport Holdings Limited (or
Wah Kwong
), whereby the Company has a
50%
economic interest in the High-Q joint venture, which is jointly controlled by the Company and Wah Kwong. The High-Q joint venture owns
one
Very Large Crude Carrier (or
VLCC
), which traded on a fixed time charter-out contract that expired in May 2018. Under the fixed contract, the vessel earned a daily rate and an additional amount if the daily rate of sub-charters exceeded a certain threshold. The VLCC completed its dry dock in July 2018 and subsequently began trading on spot voyage charters in a pooling arrangement managed by a third party.
|
b.
|
In January 2014, the Company and Teekay formed TIL, which owned and operated conventional tankers. The Company purchased
2.5 million
shares of TIL common stock for
$25.0 million
and received a stock purchase warrant entitling it to purchase up to
750,000
additional shares of common stock of TIL (note
9
). The Company also received
one
preferred share which entitled the Company to elect
one
board member of TIL. The preferred share did not give the Company a right to any dividends or distributions of TIL.
|
c.
|
On May 31, 2017, the Company purchased from Teekay the remaining
50%
interest in TTOL, which owns conventional tanker commercial management and technical management operations and directly administers
four
commercially managed RSAs, for
$39.0 million
, which included
$13.1 million
for assumed working capital (note 4). Prior to the May 31, 2017 purchase, the Company equity-accounted for its initial
50%
interest in TTOL.
|
7.
|
Long-Term Debt
|
|
As at
|
|
As at
|
||
|
September 30, 2018
|
|
December 31, 2017
|
||
|
$
|
|
$
|
||
Revolving Credit Facilities due through 2022
|
465,763
|
|
|
539,735
|
|
Term Loans due through 2021
|
348,946
|
|
|
423,512
|
|
Total principal
|
814,709
|
|
|
963,247
|
|
Less: unamortized discount and debt issuance costs
|
(7,631
|
)
|
|
(10,945
|
)
|
Total debt
|
807,078
|
|
|
952,302
|
|
Less: current portion
|
(103,843
|
)
|
|
(166,745
|
)
|
Non-current portion of long-term debt
|
703,235
|
|
|
785,557
|
|
8.
|
Leases
|
|
As at
|
|
As at
|
||
|
September 30, 2018
|
|
December 31, 2017
|
||
|
$
|
|
$
|
||
Aframax tankers
|
153,140
|
|
|
—
|
|
Suezmax tankers
|
143,570
|
|
|
148,908
|
|
Total obligations related to capital leases
|
296,710
|
|
|
148,908
|
|
Less: current portion
|
(15,839
|
)
|
|
(7,227
|
)
|
Long-term obligations related to capital leases
|
280,871
|
|
|
141,681
|
|
Year
|
|
Commitment
|
||
Remaining 2018
|
|
$
|
9,574
|
|
2019
|
|
$
|
37,954
|
|
2020
|
|
$
|
38,052
|
|
2021
|
|
$
|
37,943
|
|
2022
|
|
$
|
37,936
|
|
Thereafter
|
|
$
|
283,836
|
|
9.
|
Derivative Instruments
|
|
Interest Rate
|
|
Notional Amount
|
|
Fair Value / Carrying Amount of Asset
|
|
Remaining Term
|
|
Fixed Interest Rate
|
||||
|
Index
|
|
$
|
|
$
|
|
(years)
|
|
(%)
(1)
|
||||
LIBOR-Based Debt:
|
|
|
|
|
|
|
|
|
|
|
|
||
U.S. Dollar-denominated interest rate swaps
(2)
|
LIBOR
|
|
104,133
|
|
|
|
1,770
|
|
|
|
2.3
|
|
1.46
|
U.S. Dollar-denominated interest rate swaps
|
LIBOR
|
|
150,000
|
|
|
|
4,720
|
|
|
|
2.3
|
|
1.55
|
U.S. Dollar-denominated interest rate swaps
|
LIBOR
|
|
50,000
|
|
|
|
2,014
|
|
|
|
2.3
|
|
1.16
|
(1)
|
Excludes the margin the Company pays on its variable-rate debt, which, as of
September 30, 2018
, ranged from
0.30%
to
2.75%
.
|
(2)
|
Notional amount reduces quarterly.
|
|
Current portion of derivative assets
|
|
Derivative assets
|
|
Accounts receivables (Accrued liabilities)
|
|||
|
$
|
|
$
|
|
$
|
|||
As at September 30, 2018
|
|
|
|
|
|
|||
Interest rate swap agreements
|
2,973
|
|
|
5,531
|
|
|
394
|
|
Forward freight agreements
|
102
|
|
|
—
|
|
|
(4
|
)
|
|
3,075
|
|
|
5,531
|
|
|
390
|
|
|
|
|
|
|
|
|||
As at December 31, 2017
|
|
|
|
|
|
|||
Interest rate swap agreements
|
1,016
|
|
|
4,226
|
|
|
(39
|
)
|
|
1,016
|
|
|
4,226
|
|
|
(39
|
)
|
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||
|
Realized gains (losses)
|
Unrealized gains (losses)
|
Total
|
|
Realized (losses) gains
|
Unrealized
gains (losses)
|
Total
|
||||||
|
$
|
$
|
$
|
|
$
|
$
|
$
|
||||||
Interest rate swap agreements
|
711
|
|
13
|
|
724
|
|
|
(154
|
)
|
401
|
|
247
|
|
Forward freight agreements
|
(119
|
)
|
(9
|
)
|
(128
|
)
|
|
234
|
|
(91
|
)
|
143
|
|
|
592
|
|
4
|
|
596
|
|
|
80
|
|
310
|
|
390
|
|
|
|
|
|
|
|
|
|
||||||
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||
|
September 30, 2018
|
|
September 30, 2017
|
||||||||||
|
Realized gains (losses)
|
Unrealized gains
|
Total
|
|
Realized (losses) gains
|
Unrealized gains (losses)
|
Total
|
||||||
|
$
|
$
|
$
|
|
$
|
$
|
$
|
||||||
Interest rate swap agreements
|
1,575
|
|
3,262
|
|
4,837
|
|
|
(894
|
)
|
2
|
|
(892
|
)
|
Stock purchase warrant
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(287
|
)
|
(287
|
)
|
Time-charter swap agreement
|
—
|
|
—
|
|
—
|
|
|
1,106
|
|
(875
|
)
|
231
|
|
Forward freight agreements
|
(137
|
)
|
25
|
|
(112
|
)
|
|
347
|
|
(108
|
)
|
239
|
|
|
1,438
|
|
3,287
|
|
4,725
|
|
|
559
|
|
(1,268
|
)
|
(709
|
)
|
10.
|
Other Expense
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
$
|
|
$
|
|
$
|
|
$
|
||||||||
Freight tax provision
|
(2,050
|
)
|
|
|
(1,864
|
)
|
|
|
(10,014
|
)
|
|
|
(6,296
|
)
|
|
Foreign exchange gain
|
1,251
|
|
|
|
81
|
|
|
|
6,025
|
|
|
|
151
|
|
|
Other income
|
—
|
|
|
|
15
|
|
|
|
49
|
|
|
|
227
|
|
|
Total
|
(799
|
)
|
|
|
(1,768
|
)
|
|
|
(3,940
|
)
|
|
|
(5,918
|
)
|
|
11.
|
Financial Instruments
|
a.
|
Fair Value Measurements
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||||||||
|
|
Fair
Value
Hierarchy
Level
|
|
Carrying
Amount
Asset /
(Liability)
$
|
|
Fair
Value
Asset /
(Liability)
$
|
|
Carrying
Amount
Asset /
(Liability)
$
|
|
Fair
Value
Asset /
(Liability)
$
|
||||
Recurring:
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents and restricted cash
|
|
Level 1
|
|
58,827
|
|
|
58,827
|
|
|
75,710
|
|
|
75,710
|
|
Derivative instruments
(note 9)
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap agreements
(1)
|
|
Level 2
|
|
8,504
|
|
|
8,504
|
|
|
5,242
|
|
|
5,242
|
|
Forward freight agreements
(1)
|
|
Level 2
|
|
102
|
|
|
102
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other:
|
|
|
|
|
|
|
|
|
|
|
||||
Advances to equity accounted investments
|
|
Note (2)
|
|
9,930
|
|
|
Note (2)
|
|
|
9,930
|
|
|
Note (2)
|
|
Long-term debt, including current portion
|
|
Level 2
|
|
(807,078
|
)
|
|
(793,851
|
)
|
|
(952,302
|
)
|
|
(946,105
|
)
|
Obligations related to capital leases, including current portion
|
|
Level 2
|
|
(296,710
|
)
|
|
(290,849
|
)
|
|
(148,908
|
)
|
|
(147,401
|
)
|
(1)
|
The fair value of the Company’s interest rate swap agreements and FFAs at
September 30, 2018
and December 31, 2017 excludes accrued interest income and expenses which are recorded in accounts receivables and accrued liabilities, respectively, on the unaudited consolidated balance sheets.
|
(2)
|
The advances to equity-accounted investments together with the Company’s investments in the equity-accounted investments form the net aggregate carrying value of the Company’s interests in the equity-accounted investments in these consolidated financial statements. The fair values of the individual components of such aggregate interests as at
September 30, 2018
and
December 31, 2017
were not determinable.
|
b.
|
Financing Receivables
|
|
|
|
|
September 30, 2018
|
|
December 31, 2017
|
||
Class of Financing Receivable
|
Credit Quality Indicator
|
|
Grade
|
$
|
|
$
|
||
Advances to equity accounted investments
|
Other internal metrics
|
|
Performing
|
9,930
|
|
|
9,930
|
|
Total
|
|
|
|
9,930
|
|
|
9,930
|
|
12.
|
Capital Stock and Stock-Based Compensation
|
13.
|
Related Party Transactions
|
a.
|
Teekay, and its wholly-owned subsidiary and the Company's manager, Teekay Tankers Management Services Ltd. (or the
Manager
), provide commercial, technical, strategic and administrative services to the Company pursuant to a long-term management agreement (the
Management Agreement
). In addition, the Manager has subcontracted with TTOL and its affiliates to provide certain commercial and technical services to the Company, except for certain vessels acquired in the merger with TIL, which are technically managed by a third party. Certain of the Company’s vessels participate in RSAs managed by TTOL. Amounts received and paid by the Company for such related party transactions for the periods indicated were as follows:
|
|
Three Months Ended
|
Nine Months Ended
|
||||||
|
September 30, 2018
|
September 30, 2017
|
September 30, 2018
|
September 30, 2017
|
||||
|
$
|
$
|
$
|
$
|
||||
RSA pool management fees and commissions
(i)
|
—
|
|
—
|
|
—
|
|
(2,799
|
)
|
Commercial management fees
(ii)
|
—
|
|
—
|
|
—
|
|
(1,187
|
)
|
Vessel operating expenses - technical management fee
(iii)
|
(2,800
|
)
|
(2,020
|
)
|
(8,900
|
)
|
(6,442
|
)
|
Strategic and administrative service fees
(iv)
|
(7,875
|
)
|
(6,761
|
)
|
(25,204
|
)
|
(13,678
|
)
|
Secondment fees
(v)
|
(189
|
)
|
(148
|
)
|
(548
|
)
|
(188
|
)
|
LNG service revenues
(vi)
|
72
|
|
84
|
|
344
|
|
252
|
|
Technical management fee revenue
(vii)
|
3,490
|
|
3,828
|
|
9,819
|
|
5,048
|
|
Service revenues
(viii)
|
343
|
|
1,003
|
|
758
|
|
1,280
|
|
Entities under Common Control (note 4)
|
|
|
|
|
||||
RSA pool management fees and commissions
(i)
|
—
|
|
—
|
|
—
|
|
2,799
|
|
Commercial management fees
(ii)
|
—
|
|
—
|
|
—
|
|
1,187
|
|
Strategic and administrative service fees
(iv)
|
—
|
|
—
|
|
—
|
|
(7,026
|
)
|
Technical management fee revenue
(vii)
|
—
|
|
—
|
|
—
|
|
4,890
|
|
Service revenues
(viii)
|
—
|
|
—
|
|
—
|
|
1,772
|
|
(i)
|
Prior to 2018, the Company’s share of TTOL’s fees for RSAs are reflected as a reduction to net pool revenues on the Company’s consolidated statements of loss. The Company acquired the remaining
50%
interest in TTOL on May 31, 2017 (notes
4
and
6
(c)). Subsequent to the acquisition, the Company's share of TTOL's fees has been eliminated.
|
(ii)
|
The Manager’s commercial management fees for vessels on time-charter out contracts and spot-traded vessels that are not included in the RSAs are reflected in voyage expenses on the Company’s consolidated statements of loss. Subsequent to the Company's acquisition of the remaining
50%
interest in TTOL, the Company's share of the Manager's commercial management fees has been eliminated.
|
(iii)
|
The cost of ship management services provided by the Manager has been presented as vessel operating expenses on the Company's consolidated statements of loss.
|
(iv)
|
The Manager's strategic and administrative service fees have been presented in general and administrative expenses on the Company's consolidated statements of loss. The Company's executive officers are employees of Teekay or subsidiaries thereof, and their compensation (other than any awards under the Company's long-term incentive plan described in note
12
) is set and paid by Teekay or such other subsidiaries. The Company reimburses Teekay for time spent by its executive officers on the Company's management matters through the strategic portion of the management fee.
|
(v)
|
The Company pays secondment fees for services provided by some employees of Teekay. Secondment fees have been presented in general and administrative expenses on the Company's consolidated statements of loss.
|
(vi)
|
The Company's ship-to-ship transfer business has an operational and maintenance subcontract with Teekay LNG Bahrain Operations L.L.C., an entity wholly-owned by TGP (which is controlled by Teekay), for the Bahrain LNG Import Terminal (or the
Terminal
). The Terminal is owned by Bahrain LNG W.I.L., a joint venture for which Teekay LNG Operating L.L.C., an entity wholly-owned by TGP, has a
30%
interest. The Company's ship-to-ship transfer business also has a services agreement with Teekay Shipping Ltd., an entity wholly-owned by Teekay, to provide certain LNG services.
|
(vii)
|
The Company receives reimbursements from Teekay who subcontracts technical management services from the Manager. These reimbursements have been presented in general and administrative expenses on the Company's consolidated statements of loss.
|
(viii)
|
The Company recorded revenue relating to TTOL's administration of certain RSAs and provision of certain commercial services to participants in the arrangements. The Company also recorded revenues of
$1.8 million
for the nine months ended
September 30, 2017
associated with the Entities under Common Control.
|
b.
|
The Manager and other subsidiaries of Teekay collect revenues and remit payments for expenses incurred by the Company’s vessels. Such amounts, which are presented on the Company’s consolidated balance sheets in "due from affiliates" or "due to affiliates," as applicable, are without interest or stated terms of repayment. The amounts owing from the RSAs for monthly distributions are reflected in the consolidated balance sheets as pool receivable from affiliates, are without interest and are repayable upon the terms contained within the applicable pool agreement. The Company had advanced
$48.3 million
and
$45.1 million
as at
September 30, 2018
and
December 31, 2017
, respectively, to the RSAs for working capital purposes. These amounts, which are reflected in the consolidated balance sheets in due from affiliates, are without interest and are repayable when applicable vessels leave the RSAs.
|
c.
|
Pursuant to a service agreement with the Teekay Aframax RSA, from time to time, the Company may hire vessels to perform full service lightering services. In the
three and nine
months ended
September 30, 2018
, the Company recognized
$3.3 million
and
$19.1 million
(
September 30, 2017
-
$2.9 million
and
$10.3 million
), respectively, related to vessels which were chartered-in from the RSA to assist with full service lightering operations. These amounts have been presented in voyage expenses on the Company's consolidated statements of loss.
|
14.
|
Sales of Vessels
|
15.
|
Loss Per Share
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
|
$
|
|
$
|
|
$
|
|
$
|
||||
Net loss
|
(17,484
|
)
|
|
(22,380
|
)
|
|
(64,050
|
)
|
|
(56,144
|
)
|
|
|
|
|
|
|
|
|
||||
Weighted average number of common shares – basic
(1)
|
268,558,556
|
|
|
179,224,094
|
|
|
268,470,804
|
|
|
178,853,698
|
|
Dilutive effect of stock-based awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Weighted average number of common shares – diluted
(1)
|
268,558,556
|
|
|
179,224,094
|
|
|
268,470,804
|
|
|
178,853,698
|
|
|
|
|
|
|
|
|
|
||||
Loss per common share:
|
|
|
|
|
|
|
|
||||
– Basic
|
(0.07
|
)
|
|
(0.12
|
)
|
|
(0.24
|
)
|
|
(0.31
|
)
|
– Diluted
|
(0.07
|
)
|
|
(0.12
|
)
|
|
(0.24
|
)
|
|
(0.31
|
)
|
(1)
|
The weighted-average number of common shares outstanding for periods prior to May 2017 has been retroactively adjusted to include approximately
13.8 million
shares of the Company's Class B common stock issued to Teekay as consideration for the acquisition of
50%
of TTOL in May 2017.
|
16.
|
Supplemental Cash Flow Information
|
|
As at
|
|
As at
|
|
As at
|
|
As at
|
||||
|
September 30, 2018
|
|
December 31, 2017
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
|
$
|
|
$
|
|
$
|
|
$
|
||||
Cash and cash equivalents
|
54,361
|
|
|
71,439
|
|
|
60,606
|
|
|
94,157
|
|
Restricted cash – current
|
1,794
|
|
|
1,599
|
|
|
1,645
|
|
|
750
|
|
Restricted cash – long-term
|
2,672
|
|
|
2,672
|
|
|
2,672
|
|
|
—
|
|
|
58,827
|
|
|
75,710
|
|
|
64,923
|
|
|
94,907
|
|
17.
|
Liquidity
|
18.
|
Acquisition of Tanker Investments Ltd.
|
19.
|
Shipbuilding Contracts
|
20.
|
Subsequent Events
|
a.
|
In November 2018, the Company completed an
$84.7 million
sale-leaseback financing transaction relating to
four
of the Company's vessels including
two
Aframax tankers,
one
Suezmax tanker and
one
LR2 product tanker. Each vessel is leased on a bareboat charter with terms ranging from
10
to
12
years, with fixed daily rates on the charters ranging between
$5,000
and
$7,800
, and with purchase options for all
four
vessels throughout the remaining lease term beginning in October 2021. The Company also has options
to purchase each vessel upon maturity of the bareboat charters
. Proceeds from the sale-leaseback transaction were used to refinance one of the Company's corporate revolvers, which had an outstanding balance of
$47.6 million
as at September 30, 2018 and was scheduled to mature in November 2018, and to prepay a portion of the Company's 2016 Debt Facility.
|
b.
|
In November 2018, the Company entered into a working capital loan facility agreement which provides available aggregate borrowings of up to
$40.0 million
and is expected to increase the Company's liquidity by approximately
$20.0 million
.
|
|
Owned and Capital Lease Vessels
|
Chartered-in Vessels
|
Total
|
|
Fixed-rate:
|
|
|
|
|
Suezmax Tankers
|
2
|
—
|
2
|
|
Aframax Tankers
|
3
|
—
|
3
|
|
LR2 Product Tanker
(1)
|
1
|
—
|
1
|
|
Total Fixed-Rate Fleet
(2)
|
6
|
—
|
6
|
|
|
|
|
|
|
Spot-rate:
|
|
|
|
|
Suezmax Tankers
|
28
|
—
|
28
|
|
Aframax Tankers
(3)
|
14
|
1
|
15
|
|
LR2 Product Tankers
(1)
|
8
|
—
|
8
|
|
VLCC Tanker
(4)
|
1
|
—
|
1
|
|
Total Spot Fleet
(5)
|
51
|
1
|
52
|
|
STS Support Vessels
|
3
|
3
|
6
|
|
Total Teekay Tankers Fleet
|
60
|
4
|
64
|
1.
|
Long Range 2 (or
LR2
) product tankers.
|
2.
|
Four time charter-out contracts are scheduled to expire in
2018
and two in
2019
.
|
3.
|
One Aframax tanker is currently time-chartered in for a period of 60 months expiring in 2021.
|
4.
|
VLCC owned through a 50/50 joint venture. As at September 30, 2018, the VLCC was trading on spot voyage charters in a pooling arrangement managed by a third party.
|
5.
|
A total of 46 of our owned vessels and vessels related to capital leases operated in the spot market in revenue sharing arrangements (or
RSAs
) at
September 30, 2018
. As at
September 30, 2018
, the three vessel-class RSAs in which we participate were comprised of a total of 31 Suezmax tankers, 34 Aframax tankers and nine LR2 product tankers (of which seven LR2 product tankers are cross-trading in the Aframax RSA). Each RSA that we participate in also includes vessels owned by other revenue sharing members.
|
•
|
Our financial results reflect the results of adopting new accounting standards.
In May 2014, the Financial Accounting Standards Board (or
FASB
) issued Accounting Standards Update 2014-09,
Revenue from Contracts with Customers
(or
ASU 2014-09
)
(please read "Item 1 - Financial Statements: Note 2 - Recent Accounting Pronouncements"). We adopted ASU 2014-09 as a cumulative-effect
adjustment as of January 1, 2018, and as a result comparative periods do not reflect the effect of this new standard. We previously presented the net allocation for our vessels participating in RSAs as revenues. We are the principal in voyages our vessels perform that are included in the RSAs. As such, under ASU 2014-09 the revenue from those voyages is presented in voyage revenues and the difference between this amount and our net allocation from the RSA is presented as voyage expenses.
This had the effect of increasing both revenues and voyage expenses for the
three and nine
months ended
September 30, 2018
by
$73.6 million
and
$202.4 million
, respectively.
|
•
|
a net increase in loss from operations of $20.6 million primarily due to the expiry of time-charter out contracts for various vessels which subsequently traded on spot voyages at lower average realized rates; and
|
•
|
a net increase in loss from operations of $17.9 million primarily due to overall lower average realized spot TCE rates earned by our Suezmax, Aframax and LR2 product tankers;
|
•
|
a decrease in loss from operations of $15.8 million primarily due to losses on sale of vessels during 2017 as a result of the sales of the
Ganges Spirit, Yamuna Spirit, Kyeema Spirit, Kareela Spirit
and
Kanata Spirit
.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
(in thousands of U.S. dollars)
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||
Revenues
|
166,423
|
|
|
81,758
|
|
|
103.6
|
%
|
|
490,083
|
|
|
299,154
|
|
|
63.8
|
%
|
Less: Voyage expenses
(1)
|
(85,575
|
)
|
|
(20,725
|
)
|
|
312.9
|
%
|
|
(259,079
|
)
|
|
(69,517
|
)
|
|
272.7
|
%
|
Net revenues
|
80,848
|
|
|
61,033
|
|
|
32.5
|
%
|
|
231,004
|
|
|
229,637
|
|
|
0.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Vessel operating expenses
|
(43,432
|
)
|
|
(32,227
|
)
|
|
34.8
|
%
|
|
(131,886
|
)
|
|
(100,586
|
)
|
|
31.1
|
%
|
Time-charter hire expense
|
(2,935
|
)
|
|
(4,629
|
)
|
|
(36.6
|
)%
|
|
(10,326
|
)
|
|
(23,698
|
)
|
|
(56.4
|
)%
|
Depreciation and amortization
|
(28,532
|
)
|
|
(23,071
|
)
|
|
23.7
|
%
|
|
(85,171
|
)
|
|
(69,857
|
)
|
|
21.9
|
%
|
General and administrative expenses
|
(7,985
|
)
|
|
(6,823
|
)
|
|
17.0
|
%
|
|
(25,385
|
)
|
|
(22,258
|
)
|
|
14.0
|
%
|
Loss on sale of vessels
|
—
|
|
|
(7,968
|
)
|
|
(100.0
|
)%
|
|
—
|
|
|
(12,545
|
)
|
|
(100.0
|
)%
|
Restructuring charges
|
—
|
|
|
—
|
|
|
—
|
%
|
|
(152
|
)
|
|
—
|
|
|
100.0
|
%
|
(Loss) income from operations
|
(2,036
|
)
|
|
(13,685
|
)
|
|
(85.1
|
)%
|
|
(21,916
|
)
|
|
693
|
|
|
(3,262.5
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Equity (loss) income
|
(359
|
)
|
|
(274
|
)
|
|
31.0
|
%
|
|
265
|
|
|
(27,174
|
)
|
|
(101.0
|
)%
|
(1)
|
Includes
$2.5 million
and
$9.1 million
of voyage expenses for the
three and nine
months ended
September 30, 2018
, respectively, and
$2.4 million
and
$8.0 million
of voyage expenses for the
three and nine
months ended
September 30, 2017
, respectively, relating to lightering support services which the STS transfer segment provided to the conventional tanker segment for full service lightering operations.
|
|
Conventional Tanker Segment
|
|||||||||||||||||
|
Three Months Ended September 30, 2018
|
|||||||||||||||||
|
Revenues
(1)(2)
|
Voyage Expenses
(1)(3)
|
Adjustments
(4)
|
TCE Revenues
|
Revenue Days
|
Average TCE per Revenue Day
(4)
|
||||||||||||
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Voyage-charter contracts - Suezmax
|
|
$90,456
|
|
|
($51,008
|
)
|
|
($271
|
)
|
|
$39,177
|
|
2,476
|
|
|
$15,825
|
|
|
Voyage-charter contracts - Aframax
(5)
|
|
$46,782
|
|
|
($27,787
|
)
|
|
$208
|
|
|
$19,203
|
|
1,402
|
|
|
$13,693
|
|
|
Voyage-charter contracts - LR2
|
|
$17,120
|
|
|
($9,054
|
)
|
|
($2
|
)
|
|
$8,064
|
|
644
|
|
|
$12,527
|
|
|
Time-charter out contracts - Suezmax
|
|
$2,909
|
|
|
($54
|
)
|
|
($7
|
)
|
|
$2,848
|
|
162
|
|
|
$17,630
|
|
|
Time-charter out contracts - Aframax
|
|
$7,784
|
|
|
$19
|
|
|
$285
|
|
|
$8,088
|
|
393
|
|
|
$20,559
|
|
|
Time-charter out contracts - LR2
|
|
$1,633
|
|
|
($2
|
)
|
—
|
|
|
$1,631
|
|
92
|
|
|
$17,732
|
|
|
|
Total
|
|
$166,684
|
|
|
($87,886
|
)
|
|
$213
|
|
|
$79,011
|
|
5,169
|
|
|
$15,287
|
|
|
(1)
|
The impact of adopting ASU 2014-09 has increased revenues and voyage expenses for the three months ended September 30, 2018 by
$73.6 million
. Please refer to Item 1 – Financial Statements: Note 2 – Recent Accounting Pronouncements for further details.
|
(2)
|
Includes $2.3 million of revenue earned from the vessels that were internally chartered from the RSAs to perform full service lightering.
Excludes $1.4 million of commissions and management fees earned by TTOL from the management of external vessels trading in the RSAs and $0.7 million of bunker commissions for the three months ended September 30, 2018.
|
(3)
|
Includes $2.5 million of inter-segment voyage expenses relating to lightering support services provided by the STS transfer segment for the three months ended September 30, 2018 and $2.3 million of voyage expenses incurred by the vessels that were internally chartered from the RSA to perform full service lightering.
|
(4)
|
Average TCE per Revenue Day excludes off-hire bunker and other (income) expenses included as part of the adjustments.
|
(5)
|
Includes $15.9 million of revenues and $12.4 million of voyage expenses related to the full service lightering business, which include $2.5 million inter-segment voyage expenses referenced in note 3 relating to the full service lightering business by the STS transfer segment for the three months ended September 30, 2018.
|
|
Conventional Tanker Segment
|
|||||||||||||||||
|
Three Months Ended September 30, 2017
|
|||||||||||||||||
|
Revenues
(1)
|
Voyage Expenses
(2)
|
Adjustments
(3)
|
TCE Revenues
|
Revenue Days
|
Average TCE per Revenue Day
(3)
|
||||||||||||
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Voyage-charter contracts - Suezmax
|
|
$19,091
|
|
|
($275
|
)
|
|
$180
|
|
|
$18,996
|
|
1,415
|
|
|
$13,426
|
|
|
Voyage-charter contracts - Aframax
(4)
|
|
$29,958
|
|
|
($19,990
|
)
|
|
$244
|
|
|
$10,212
|
|
869
|
|
|
$11,750
|
|
|
Voyage-charter contracts - LR2
|
|
$4,598
|
|
|
($8
|
)
|
|
$8
|
|
|
$4,598
|
|
433
|
|
|
$10,627
|
|
|
Time-charter out contracts - Suezmax
|
|
$9,167
|
|
|
($158
|
)
|
—
|
|
|
$9,009
|
|
390
|
|
|
$23,098
|
|
|
|
Time-charter out contracts - Aframax
|
|
$12,318
|
|
|
($250
|
)
|
|
$2
|
|
|
$12,070
|
|
550
|
|
|
$21,937
|
|
|
Time-charter out contracts - LR2
|
|
$3,196
|
|
|
($44
|
)
|
—
|
|
|
$3,152
|
|
184
|
|
|
$17,134
|
|
|
|
Total
(1)
|
|
$78,328
|
|
|
($20,725
|
)
|
|
$434
|
|
|
$58,037
|
|
3,841
|
|
|
$15,110
|
|
|
(1)
|
Excludes $2.5 million of commissions and management fees earned by TTOL from the management of external vessels trading in the RSAs, $0.5 million of bunker commissions, and $0.3 million for revenue earned from a profit-sharing agreement for the three months ended September 30, 2017.
|
(2)
|
Includes $2.4 million of inter-segment voyage expenses relating to lightering support services provided by the STS transfer segment for the three months ended September 30, 2017.
|
(3)
|
Average TCE per Revenue Day excludes off-hire bunker and other expenses included as part of the adjustments.
|
(4)
|
Includes $20.3 million of revenues and $17.0 million of voyage expenses related to the full service lightering business, which include $2.4 million inter-segment voyage expenses referenced in note 2 relating to the full service lightering business by the STS transfer segment for the three months ended September 30, 2017.
|
|
Conventional Tanker Segment
|
|||||||||||||||||
|
Nine Months Ended September 30, 2018
|
|||||||||||||||||
|
Revenues
(1)(2)
|
Voyage Expenses
(1)(3)
|
Adjustments
(4)
|
TCE Revenues
|
Revenue Days
|
Average TCE per Revenue Day
(4)
|
||||||||||||
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Voyage-charter contracts - Suezmax
|
|
$244,039
|
|
|
($143,272
|
)
|
|
$276
|
|
|
$101,043
|
|
7,367
|
|
|
$13,715
|
|
|
Voyage-charter contracts - Aframax
(5)
|
|
$154,433
|
|
|
($102,111
|
)
|
|
$601
|
|
|
$52,923
|
|
3,903
|
|
|
$13,560
|
|
|
Voyage-charter contracts - LR2
|
|
$42,954
|
|
|
($22,203
|
)
|
|
$64
|
|
|
$20,815
|
|
1,765
|
|
|
$11,801
|
|
|
Time-charter out contracts - Suezmax
|
|
$13,064
|
|
|
($340
|
)
|
|
$16
|
|
|
$12,740
|
|
639
|
|
|
$19,940
|
|
|
Time-charter out contracts - Aframax
|
|
$31,607
|
|
|
($491
|
)
|
|
$407
|
|
|
$31,523
|
|
1,502
|
|
|
$20,986
|
|
|
Time-charter out contracts - LR2
|
|
$7,149
|
|
|
($80
|
)
|
—
|
|
|
$7,069
|
|
408
|
|
|
$17,308
|
|
|
|
Total
|
|
$493,246
|
|
|
($268,497
|
)
|
|
$1,364
|
|
|
$226,113
|
|
15,584
|
|
|
$14,510
|
|
|
(1)
|
The impact of adopting ASU 2014-09 has increased revenues and voyage expenses for the
nine
months ended September 30, 2018 by
$202.4 million
. Please refer to Item 1 – Financial Statements: Note 2 – Recent Accounting Pronouncements for further details.
|
(2)
|
Includes $9.4 million of revenue earned from the vessels that were internally chartered from the RSAs to perform full service lightering.
Excludes $4.2 million of commissions and management fees earned by TTOL from the management of external vessels trading in the RSAs and $2.1 million of bunker commissions for the
nine
months ended
September 30, 2018
.
|
(3)
|
Includes $9.1 million of inter-segment voyage expenses relating to lightering support services provided by the STS transfer segment for the
nine
months ended
September 30, 2018
and $9.4 million of voyage expenses incurred by the vessels that were internally chartered from the RSA to perform full service lightering.
|
(4)
|
Average TCE per Revenue Day excludes off-hire bunker and other expenses included as part of the adjustments.
|
(5)
|
Includes $71.1 million of revenues and $56.7 million of voyage expenses related to the full service lightering business, which include $9.1 million inter-segment voyage expenses referenced in note 3 relating to the full service lightering business by the STS transfer segment for the
nine
months ended
September 30, 2018
.
|
|
Conventional Tanker Segment
|
|||||||||||||||||
|
Nine Months Ended September 30, 2017
|
|||||||||||||||||
|
Revenues
(1)
|
Voyage Expenses
(2)
|
Adjustments
(3)
|
TCE Revenues
|
Revenue Days
|
Average TCE per Revenue Day
(3)
|
||||||||||||
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
(in thousands)
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Voyage-charter contracts - Suezmax
|
|
$72,958
|
|
|
($5,422
|
)
|
|
$240
|
|
|
$67,776
|
|
3,942
|
|
|
$17,194
|
|
|
Voyage-charter contracts - Aframax
(4)
|
|
$111,380
|
|
|
($62,544
|
)
|
|
$594
|
|
|
$49,430
|
|
3,191
|
|
|
$15,491
|
|
|
Voyage-charter contracts - LR2
|
|
$19,067
|
|
|
($84
|
)
|
|
$268
|
|
|
$19,251
|
|
1,334
|
|
|
$14,435
|
|
|
Time-charter out contracts - Suezmax
|
|
$35,919
|
|
|
($654
|
)
|
|
$9
|
|
|
$35,274
|
|
1,415
|
|
|
$24,935
|
|
|
Time-charter out contracts - Aframax
|
|
$36,975
|
|
|
($570
|
)
|
|
$113
|
|
|
$36,518
|
|
1,625
|
|
|
$22,465
|
|
|
Time-charter out contracts - LR2
|
|
$12,208
|
|
|
($242
|
)
|
—
|
|
|
$11,966
|
|
654
|
|
|
$18,311
|
|
|
|
Total
(1)
|
|
$288,507
|
|
|
($69,516
|
)
|
|
$1,224
|
|
|
$220,215
|
|
12,161
|
|
|
$18,110
|
|
|
(1)
|
Excludes $8.0 million of commissions and management fees earned by TTOL from the management of external vessels trading in the RSAs, $1.9 million of bunker commissions and $0.6 million of revenue earned from a profit-sharing agreement for the
nine
months ended
September 30, 2017
.
|
(2)
|
Includes $8.0 million of inter-segment voyage expenses relating to lightering support services provided by the STS transfer segment for the
nine
months ended
September 30, 2017
.
|
(3)
|
Average TCE per Revenue Day excludes off-hire bunker and other expenses included as part of the adjustments.
|
(4)
|
Includes $68.1 million of revenues and $52.4 million of voyage expenses related to the full service lightering business, which include $8.0 million inter-segment voyage expenses referenced in note 2 relating to the full service lightering business by the STS transfer segment for the
nine
months ended
September 30, 2017
.
|
•
|
net increases of $22.8 million and $47.4 million for the three and nine months ended
September 30, 2018
, respectively, primarily due to the addition of 18 vessels that we acquired as part of the TIL merger which was completed in the fourth quarter of 2017 and the addition of three Aframax in-chartered tankers that were delivered to us in the first quarter of 2018, partially offset by the redeliveries of various in-chartered tankers to their owners at various times during 2017 and the sale of one Suezmax tanker and three older Aframax tankers in 2017; and
|
•
|
an increase of $6.2 million for the three months ended September 30, 2018 due to overall higher average realized rates by our Suezmax, Aframax and LR2 tankers;
|
•
|
net decreases of $7.2 million and $20.6 million for the three and nine months ended
September 30, 2018
, respectively, due to the expiry of time-charter out contracts for various vessels which subsequently traded on spot voyages at lower average realized rates;
|
•
|
a net decrease of $17.9 million for the nine months ended
September 30, 2018
due to overall lower average realized rates earned by our Suezmax, Aframax and LR2 tankers;
|
•
|
decreases of $1.2 million and $4.0 million for the three and nine months ended September 30, 2018, respectively, due to lower commissions and management fees earned by TTOL from the management of fewer external vessels trading in the RSAs in the three and nine months ended September 30, 2018 compared to the same periods in the prior year;
|
•
|
a net decrease of $1.5 million for the nine months ended September 30, 2018 due to increases in the costs of short-term in-charters to support full service lightering operations and higher fuel costs; and
|
•
|
net decreases o
f $0.8 million and $1.2 million for the three and nine months ended
September 30, 2018
, respectively, due to a higher number of off-hire days in the three and nine months ended
September 30, 2018
compared to the same periods in the prior year.
|
•
|
increases of $14.4 million and $42.7 million for the
three and nine
months ended
September 30, 2018
, respectively, primarily due to the addition of 18 vessels that we acquired in the merger with TIL;
|
•
|
decreases of $1.4 million and $7.0 million for the
three and nine
months ended
September 30, 2018
, respectively, primarily due to the sale of three Aframax tankers and two Suezmax tankers during 2017;
|
•
|
decreases of $0.8 million and $2.0 million for the
three and nine
months ended
September 30, 2018
, respectively, due to the timing and scope of repairs and planned maintenance activities in 2018 as compared to 2017;
|
•
|
a decrease of $1.4 million for the nine months ended
September 30, 2018
, primarily due to lower port expenses and insurance premiums in 2018 as compared to 2017;
|
•
|
a decrease of $1.2 million for the nine months ended
September 30, 2018
, primarily due to the transitioning in 2017 of technical management for four Suezmax tankers in-house; and
|
•
|
a decrease of $0.8 million for the three months ended
September 30, 2018
, primarily due to lower crew manning costs including a one-time credit related to unvested retirement fund contributions and seafarer grant.
|
•
|
increases of $1.2 million and $3.7 million for the three and nine months ended September 30, 2018, respectively, due to higher administrative, strategic management and other fees incurred, primarily relating to changes in levels of corporate support due to the increase in fleet size resulting from the merger with TIL in November 2017; and
|
•
|
increases of $0.4 million and $0.5 million for the three and nine months ended September 30, 2018, respectively, primarily due to the timing of travel and employee benefit expenditures between periods;
|
•
|
decreases of $0.8 million and $1.5 million for the three and nine months ended September 30, 2018, respectively, due to lower legal fees incurred in 2018 as compared to 2017, primarily resulting from higher costs associated with the acquisitions of TTOL and TIL in 2017.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
(in thousands of U.S. dollars)
|
|
$
|
|
$
|
|
$
|
|
$
|
||||
High-Q Joint Venture
|
|
(359
|
)
|
|
788
|
|
|
265
|
|
|
2,337
|
|
Tanker Investments Ltd.
|
|
—
|
|
|
(1,064
|
)
|
|
—
|
|
|
(29,508
|
)
|
Gemini Tankers L.L.C.
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(3
|
)
|
Total equity (loss) income
|
|
(359
|
)
|
|
(274
|
)
|
|
265
|
|
|
(27,174
|
)
|
•
|
decreases in equity income of $1.1 million and $2.1 million for the three and
nine
months ended
September 30, 2018
, respectively, from our High-Q joint venture primarily resulting from lower earnings recognized in 2018 due to the dry dock of the joint venture's VLCC, which was completed in June 2018 and the
expiry of the time-charter out contract for the VLCC, which subsequently traded on spot voyages at a lower average realized rate;
|
•
|
decreases in equity losses of $1.1 million and $29.5 million for the
three and nine
months ended
September 30, 2018
, respectively, primarily due to a $28.1 million write-down of our investment in TIL to its fair market value in 2017 and lower equity losses in 2018 resulting from the TIL merger.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||
(in thousands of U.S. dollars)
|
2018
|
|
2017
|
|
% Change
|
|
2018
|
|
2017
|
|
% Change
|
||||||
Revenues
(1)
|
12,019
|
|
|
11,902
|
|
|
1.0
|
%
|
|
35,061
|
|
|
39,387
|
|
|
(11.0
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Vessel operating expenses
|
(8,729
|
)
|
|
(8,731
|
)
|
|
—
|
%
|
|
(25,922
|
)
|
|
(31,363
|
)
|
|
(17.3
|
)%
|
Time-charter hire expense
|
(1,382
|
)
|
|
(1,206
|
)
|
|
14.6
|
%
|
|
(4,371
|
)
|
|
(3,761
|
)
|
|
16.2
|
%
|
Depreciation and amortization
|
(1,063
|
)
|
|
(1,257
|
)
|
|
(15.4
|
)%
|
|
(3,427
|
)
|
|
(3,795
|
)
|
|
(9.7
|
)%
|
General and administrative expenses
|
(762
|
)
|
|
(799
|
)
|
|
(4.6
|
)%
|
|
(2,554
|
)
|
|
(2,617
|
)
|
|
(2.4
|
)%
|
Gain on sale of vessel
|
—
|
|
|
42
|
|
|
(100.0
|
)%
|
|
170
|
|
|
50
|
|
|
240.0
|
%
|
Restructuring charges
|
(213
|
)
|
|
—
|
|
|
100.0
|
%
|
|
(1,043
|
)
|
|
—
|
|
|
100.0
|
%
|
Loss from operations
|
(130
|
)
|
|
(49
|
)
|
|
165.3
|
%
|
|
(2,086
|
)
|
|
(2,099
|
)
|
|
(0.6
|
)%
|
(1)
|
Includes
$2.5 million
and
$9.1 million
of revenues for the three and
nine
months ended
September 30, 2018
, respectively, and
$2.4 million
and
$8.0 million
of revenues for the three and
nine
months ended
September 30, 2017
, respectively, relating to lightering support services, which the STS transfer segment provided to the conventional tanker segment for full service lightering operations.
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
|
September 30, 2018
|
|
September 30, 2017
|
|
September 30, 2018
|
|
September 30, 2017
|
||||
(in thousands of U.S. dollars)
|
|
$
|
|
$
|
|
$
|
|
$
|
||||
Interest expense
|
|
(15,006
|
)
|
|
(7,299
|
)
|
|
(41,666
|
)
|
|
(21,681
|
)
|
Interest income
|
|
250
|
|
|
305
|
|
|
568
|
|
|
744
|
|
Realized and unrealized gain (loss) on derivative instruments
|
|
596
|
|
|
390
|
|
|
4,725
|
|
|
(709
|
)
|
Other expense
|
|
(799
|
)
|
|
(1,768
|
)
|
|
(3,940
|
)
|
|
(5,918
|
)
|
|
|
Nine Months Ended
|
||||
|
|
September 30, 2018
|
|
September 30, 2017
|
||
(in thousands of U.S. dollars)
|
|
$
|
|
$
|
||
Net cash flow (used for) provided by operating activities
|
|
(5,445
|
)
|
|
67,837
|
|
Net cash flow used for financing activities
|
|
(9,310
|
)
|
|
(140,727
|
)
|
Net cash flow (used for) provided by investing activities
|
|
(2,128
|
)
|
|
42,906
|
|
•
|
a net decrease of $38.3 million in operating earnings, primarily as a result of lower realized spot rates earned and the sales of three Aframax tankers and two Suezmax tankers in 2017;
|
•
|
a decrease of $24.4 million in operating cash inflows primarily due to the timing of the settlement of operating assets and liabilities; and
|
•
|
an increase of $10.6 million in cash outflows primarily due to higher expenditures on dry-docking activities during the nine months ended September 30, 2018, compared to the same period in 2017.
|
•
|
a net decrease of $109.3 million in cash outflows due to the overall decrease in prepayments and scheduled repayments on our term loans and revolving credit facilities, primarily resulting from the refinancing of our long-term debt facilities and the sale of vessels in 2017. This was partially offset by higher scheduled repayments due to the debt facilities assumed in the merger with TIL in November 2017;
|
•
|
an increase of $31.2 million in cash inflows primarily due to the additional draw-down of two corporate revolvers and one term loan in 2018;
|
•
|
a decrease of $7.3 million in cash outflows due to lower cash dividends paid during the nine months ended
September 30, 2018
, as a result of changes to our dividend policy; and
|
•
|
an increase of $3.6 million in cash inflows due to additional proceeds received on the sale-leaseback financing transaction of six Aframax tankers in the third quarter of 2018, as compared to proceeds received on the sale-leaseback of four Suezmax tankers in the third quarter of 2017;
|
•
|
a decrease of $13.6 million in cash inflows from proceeds received from shares issuances under our continuous offering program (or
COP
), which we relaunched in November 2016 and closed in the first quarter of 2017 and proceeds from an issuance of 2.2 million shares of Class A common stock to Teekay; and
|
•
|
an increase of $6.5 million in cash outflows due to the scheduled payments on our obligations related to capital leases, which we entered into in September 2018 and July 2017.
|
•
|
a decrease of $45.3 million in cash inflows related to the sales of two Aframax tankers, two Suezmax tankers and one lightering support vessel during the nine months ended September 30, 2017; and
|
•
|
a decrease of $0.5 million in cash inflows related to the 2017 repayment of a loan to us from our High-Q joint venture;
|
•
|
an increase of $0.7 million in cash inflows due to the return of capital from our equity-accounted investment in Gemini Tankers L.L.C.
|
|
|
|
Remainder of
|
|
|
|
|
|
|
|
|
Beyond
|
|||||||||
(in millions of U.S. dollars)
|
Total
|
2018
|
2019
|
2020
|
2021
|
2022
|
2022
|
||||||||||||||
U.S. Dollar-Denominated Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Scheduled repayments of revolving facilities, term loans and other debt
(1)
|
329.7
|
|
|
25.9
|
|
|
104.6
|
|
|
120.9
|
|
|
34.5
|
|
|
18.0
|
|
|
25.8
|
|
|
Repayments at maturity of revolving facilities, term loans and other debt
(1)
|
485.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
392.3
|
|
|
84.5
|
|
|
8.2
|
|
|
Scheduled repayments of capital lease obligations
(2)
|
296.7
|
|
|
3.9
|
|
|
16.2
|
|
|
17.5
|
|
|
18.9
|
|
|
20.4
|
|
|
219.8
|
|
|
Chartered-in vessels (operating leases)
(3)
|
26.6
|
|
|
3.7
|
|
|
13.1
|
|
|
8.5
|
|
|
1.3
|
|
|
—
|
|
|
—
|
|
|
Total
|
1,138.0
|
|
|
33.5
|
|
|
133.9
|
|
|
146.9
|
|
|
447.0
|
|
|
122.9
|
|
|
253.8
|
|
|
(1)
|
Excludes expected interest payments of
$8.7 million
(remaining in
2018
),
$32.8 million
(
2019
),
$28.0 million
(
2020
),
$16.3 million
(
2021
),
$4.8 million
(
2022
) and
$8.1 million
(thereafter). Expected interest payments are based on the existing interest rates for variable-rate loans at LIBOR plus margins that range from
0.30%
to
2.75%
at
September 30, 2018
. The expected interest payments do not reflect the effect of related interest rate swaps that we have used to hedge certain of our floating-rate debt.
|
(2)
|
Excludes imputed interest payments of
$5.7 million
(remaining in
2018
),
$21.8 million
(
2019
),
$20.5 million
(
2020
),
$19.1 million
(
2021
),
$17.6 million
(
2022
) and
$63.9 million
(thereafter).
|
(3)
|
Excludes payments required if we execute all options to extend the terms of in-chartered leases signed as of
September 30, 2018
. If we exercise all options to extend the terms of signed in-chartered leases, we would expect total payments of
$4.3 million
(remaining in
2018
),
$17.9 million
(
2019
),
$12.2 million
(
2020
), and
$1.9 million
(
2021
).
|
•
|
the crude oil and refined product tanker market fundamentals, including the balance of supply and demand in the tanker market and projected tanker market recovery, estimated growth in the world tanker fleet (including for Suezmax, Aframax and LR2 tankers), estimated growth in global oil demand and crude oil tanker demand, changes in spot tanker rates, the amount of tanker scrapping and newbuild tanker deliveries, future tanker rates, future OPEC oil supply, and the anticipated impact of IMO 2020 fuel regulations on tanker demand;
|
•
|
the expected delivery dates for our in-chartered and out-chartered tankers;
|
•
|
expected contract commencement and termination dates;
|
•
|
future oil prices and production;
|
•
|
tanker fleet utilization, including our ability to secure new fixed-rate time charter-out agreements;
|
•
|
the effectiveness of our chartering strategy in capturing upside opportunities and reducing downside risks, including our ability to take advantage of a tanker market recovery;
|
•
|
our ability to generate surplus cash flow and pay dividends from our existing vessel fleet or from any potential vessel acquisitions;
|
•
|
our future financial condition and results of operations and our future revenues, expenses and capital expenditures, and our expected financial flexibility to pursue capital expenditures, acquisitions and other expansion opportunities;
|
•
|
our dividend policy and the expected range of our quarterly adjusted net income to be paid as quarterly dividends;
|
•
|
meeting our going concern requirements and our liquidity needs for the upcoming 12 months, including anticipated funds and sources of financing for liquidity and capital expenditure needs and the sufficiency of cash flows;
|
•
|
our ability to refinance existing debt obligations, to raise additional debt and capital to fund capital expenditures and negotiate extensions or redeployments of existing assets;
|
•
|
our compliance with, and the effect on our business and operating results on, covenants under our term loans and credit facilities;
|
•
|
the adoption and potential impact of new accounting policies, including recording lease agreements on our balance sheet;
|
•
|
continued material variations in the period-to-period fair value of our derivative instruments;
|
•
|
our expectations regarding uncertain tax positions;
|
•
|
the timing and certainty of our future growth prospects and opportunities, including any future vessel acquisitions;
|
•
|
our financial position and ability to take advantage of growth opportunities in the global conventional tanker market;
|
•
|
foreign exchange, interest rate and spot market risks and our hedging activities related thereto; and
|
•
|
our business strategy and other plans and objectives for future operations.
|
|
|
|
|
TEEKAY TANKERS LTD.
|
|
|
|
|
|
||
Date:
|
November 30, 2018
|
|
|
By:
|
/s/ Stewart Andrade
|
|
|
|
|
|
Stewart Andrade
Chief Financial Officer
(Principal Financial and Accounting Officer)
|