美国
证券交易委员会
华盛顿特区20549
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6-K表格
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外国私人发行人报告
根据13a-16或15d-16条款
《1934年证券交易所法案》
截至2024年9月30日的季度结束
委托文件编号1-12874
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teekay 公司 有限公司。
（根据其章程规定的准确名称）
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天鹅大厦二楼，
维多利亚街26号，
百慕大汉密尔顿，邮编12号
请选择注册人是否按Form 20-F或Form 40-F覆盖提交年度报告。 Form 20-F [X] Form 40-F []
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请勾选指示符，指明申报人是否在20-F或40-F表格的覆盖下提交或将要提交年度报告。 | ||
20-F表格ý表格40-F¨ | ||
第1页
teekay 公司有限公司及子公司
2024年9月30日结束的季度报告6-k报告
指数
| 页码 | |||||
第2页
第一部分 - 财务信息
项目1 - 基本报表
teekay 公司有限公司及子公司
未经审计的合并利润表（以美元计，除股份和每股数据外，单位为千）
| 截至9月30日的三个月 | 截至9月30日的九个月 | ||||||||||||||||||||||
| 营业收入（附注3） | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
收入（注意3) | 272,619 | 311,682 | 963,808 | 1,125,783 | |||||||||||||||||||
| 船舶运营费 | (93,984) | (113,274) | (310,612) | (355,543) | |||||||||||||||||||
| (64,963) | (59,387) | (188,740) | (180,401) | ||||||||||||||||||||
定期租船费用 (note 8) | (18,465) | (19,378) | (57,651) | (51,014) | |||||||||||||||||||
| 折旧和摊销 | (23,445) | (24,565) | (69,136) | (72,924) | |||||||||||||||||||
| 一般及管理费用 | (13,938) | (13,824) | (48,725) | (45,466) | |||||||||||||||||||
资产出售收益 (note 13) | — | — | 11,601 | — | |||||||||||||||||||
重组费用 (note 14) | (5,632) | — | (5,632) | (1,677) | |||||||||||||||||||
| 船舶运营收入 | 52,192 | 81,254 | 294,913 | 418,758 | |||||||||||||||||||
| 利息支出 | (844) | (6,461) | (6,744) | (23,794) | |||||||||||||||||||
| 利息收入 | 9,958 | 6,652 | 28,766 | 17,006 | |||||||||||||||||||
| 股权（亏损）收益 | (121) | 666 | 2,152 | 2,916 | |||||||||||||||||||
| 其他 - 其他 | 1,378 | (95) | 2,431 | (2,857) | |||||||||||||||||||
| 税前收入 | 62,563 | 82,016 | 321,518 | 412,029 | |||||||||||||||||||
所得税（费用）收回（附注15) | (457) | 2,109 | (1,399) | (9,583) | |||||||||||||||||||
| 净收入 | 62,106 | 84,125 | 320,119 | 402,446 | |||||||||||||||||||
| 归属于非控股股权的净利润 | (42,034) | (57,967) | (211,591) | (287,187) | |||||||||||||||||||
| 净利润归属于Teekay Corporation股东 | 20,072 | 26,158 | 108,528 | 115,259 | |||||||||||||||||||
每股普通股归属于Teekay Corporation股东的附注16) | |||||||||||||||||||||||
| • 基本收益 | 0.22 | 0.28 | 1.17 | 1.21 | |||||||||||||||||||
| • 稀释收益 | 0.21 | 0.27 | 1.14 | 1.17 | |||||||||||||||||||
加权平均流通股数（附注16） | |||||||||||||||||||||||
| • 基本 | 92,358,742 | 92,775,107 | 92,759,009 | 95,210,081 | |||||||||||||||||||
| • 稀释 | 94,243,994 | 94,861,508 | 94,822,032 | 97,343,603 | |||||||||||||||||||
| 附注是未经审计的合并基本报表的组成部分。 | |||||||||||||||||||||||
第3页
teekay 公司有限公司及子公司
未经审计的综合收益表
（单位：美元千元）
| 截至9月30日的三个月 | 截至9月30日的九个月 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| 净收入 | 62,106 | 84,125 | 320,119 | 402,446 | |||||||||||||||||||
| 其他综合收入： | |||||||||||||||||||||||
| 重新分类前的其他综合收入 | |||||||||||||||||||||||
| 扣除税款后的养老金调整 | — | — | — | 20 | |||||||||||||||||||
| 从累计其他综合收益中重新分类的金额 | |||||||||||||||||||||||
| 养老金调整的已实现亏损 | — | — | — | 1,952 | |||||||||||||||||||
| 其他综合收入 | — | — | — | 1,972 | |||||||||||||||||||
| 综合收益 | 62,106 | 84,125 | 320,119 | 404,418 | |||||||||||||||||||
| 归属于非控股权益的综合收益 | (42,034) | (57,967) | (211,591) | (287,187) | |||||||||||||||||||
| 归属于Teekay Corporation股东的综合收益 | 20,072 | 26,158 | 108,528 | 117,231 | |||||||||||||||||||
| 随附的附注是未经审计的合并财务报表不可分割的一部分。 | |||||||||||||||||||||||
第4页
teekay 公司有限公司及子公司
未经审计的合并资产负债表
（以美元千为单位，股份除外）
| 截至9月30日, 2024 | 截至2023年12月31日 | ||||||||||
| $ | $ | ||||||||||
| 资产 | |||||||||||
| 当前 | |||||||||||
现金及现金等价物(附注10和17) | 691,654 | 480,080 | |||||||||
短期投资(附注10) | 52,277 | 172,604 | |||||||||
限制性现金 – 流动（附注10和17) | 667 | 691 | |||||||||
| 应收账款 | 94,367 | 117,794 | |||||||||
| 已计入营业收入的收入 | 46,394 | 70,026 | |||||||||
| 燃油和润滑油库存 | 45,440 | 53,219 | |||||||||
| 持有待售的资产 | 37,239 | 11,910 | |||||||||
| 预付费用 | 13,448 | 15,624 | |||||||||
其他流动资产（第5备注) | 4,908 | — | |||||||||
| 总流动资产 | 986,394 | 921,948 | |||||||||
Total liabilities and equity | |||||||||||
| 按成本核算，减少累计折旧$55340万（2023年 - $44090万） | 1,151,862 | 929,237 | |||||||||
与金融租赁有关的船舶，按成本核算，减少累计摊销$nil（2023年 – $9240万）（第8备注) | — | 228,973 | |||||||||
经营租赁权利资产 （注8） | 53,999 | 76,314 | |||||||||
| 船舶和设备总计 | 1,205,861 | 1,234,524 | |||||||||
| 对股权投资及贷款投资 | 15,382 | 15,731 | |||||||||
商誉、无形资产和其他非流动资产（附注5) | 25,851 | 24,435 | |||||||||
| 总资产 | 2,233,488 | 2,196,638 | |||||||||
| 负债和股东权益 | |||||||||||
| 当前 | |||||||||||
| 应付账款 | 25,691 | 33,954 | |||||||||
应计负债和其他（注6) | 90,954 | 82,468 | |||||||||
与融资租赁相关的流动负债（附注8和10) | — | 20,517 | |||||||||
经营租赁负债的流动部分（附注8) | 27,646 | 35,882 | |||||||||
| 流动负债合计 | 144,291 | 172,821 | |||||||||
与融资租赁相关的长期负债（注释8和10) | — | 119,082 | |||||||||
长期经营租赁负债（注释8) | 26,354 | 40,432 | |||||||||
其他长期负债（注6) | 59,331 | 63,957 | |||||||||
| 负债合计 | 229,976 | 396,292 | |||||||||
承诺和 contingencies (注释7、8、9、10和18) | |||||||||||
| 股权 | |||||||||||
股本和额外实缴资本（面值$0.001；已授权725,000,000股；尚有87,692,905股流通和88,226,638股发行（2023年 - 91,006,182股流通和92,379,826股发行））（附注11) | 910,235 | 945,471 | |||||||||
| 累积赤字 | (105,874) | (213,193) | |||||||||
| 非控制权益 | 1,199,151 | 1,068,068 | |||||||||
| 股东权益总计 | 2,003,512 | 1,800,346 | |||||||||
| 负债和所有者权益总额 | 2,233,488 | 2,196,638 | |||||||||
| 后续事项（附注19） | |||||||||||
| 附注是未经审计的合并基本报表的组成部分。 | |||||||||||
第5页
teekay 公司有限公司及子公司
未经审计的现金流量表
（单位：美元千元）
| 截至9月30日的九个月 | |||||||||||
| 2024 | 2023 | ||||||||||
| $ | $ | ||||||||||
| 现金、活期存款和受限制资金提供的（使用的） | |||||||||||
| 营业收入 | |||||||||||
| 净收入 | 320,119 | 402,446 | |||||||||
| 非现金交易和非营运项目： | |||||||||||
| 折旧和摊销 | 69,136 | 72,924 | |||||||||
资产出售盈利（注释13) | (11,601) | — | |||||||||
| 其他 | 919 | 21,923 | |||||||||
| 经营性资产和负债的变化： | |||||||||||
| 其他经营性资产和负债的变化 | 47,665 | 4,767 | |||||||||
| 干船坞维修费用 | (19,633) | (6,209) | |||||||||
| 净营业现金流 | 406,605 | 495,851 | |||||||||
| 筹资活动 | |||||||||||
| 离散费用，减去开多的收益 | — | (3,536) | |||||||||
| 开多的预付款 | — | (1,000) | |||||||||
长期债务的计划偿还(注记7) | — | (21,184) | |||||||||
| 短期借款收益 | — | 50,000 | |||||||||
| 短期借款预付款项 | — | (50,000) | |||||||||
与融资租赁相关的义务的预付款(注记8) | (136,955) | (364,201) | |||||||||
| 偿还与蒂基坦克船只租赁相关的义务的计划款项 | (5,213) | (28,900) | |||||||||
| 购买Teekay Tankers普通股 | (21,273) | (4,765) | |||||||||
| 子公司分配给非控制权益股东的股利 | (67,294) | (36,506) | |||||||||
| 股票期权行使后发行普通股 | 5,201 | 2,857 | |||||||||
回购 teekay 公司普通股(注记11) | (35,442) | (46,658) | |||||||||
| 其他融资活动 | (5,281) | (4,663) | |||||||||
| 净融资现金流 | (266,257) | (508,556) | |||||||||
| 投资活动 | |||||||||||
船舶和设备销售收入附注13) | 23,425 | — | |||||||||
| 购买船舶和设备的支出 | (4,546) | (5,975) | |||||||||
| 船舶购买 | (70,504) | — | |||||||||
| 到期的短期投资 | 120,327 | 114,790 | |||||||||
| 来自合资企业的偿还款项 | 2,500 | 3,900 | |||||||||
| 净投资现金流 | 71,202 | 112,715 | |||||||||
| 现金、现金等价物和受限制现金的增加 | 211,550 | 100,010 | |||||||||
| 期初现金、现金等价物及限制性现金余额 | 480,771 | 316,706 | |||||||||
| 期末现金、现金等价物及限制性现金余额 | 692,321 | 416,716 | |||||||||
补充现金流信息 (财务报表附注17) | |||||||||||
| 附注是未经审计的合并基本报表的组成部分。 | |||||||||||
Page 6
TEEKAY CORPORATION LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
(in thousands of U.S. Dollars, except share amounts)
| TOTAL EQUITY | |||||||||||||||||||||||||||||||||||
| Thousands of Common Shares Outstanding # | Share Capital and Additional Paid-in Capital $ | Accumulated Deficit $ | Accumulated Other Compre- hensive Loss $ | Non- controlling Interests $ | Total $ | ||||||||||||||||||||||||||||||
| Balance as at December 31, 2023 | 91,006 | 945,471 | (213,193) | — | 1,068,068 | 1,800,346 | |||||||||||||||||||||||||||||
| Net income | — | — | 54,636 | — | 93,127 | 147,763 | |||||||||||||||||||||||||||||
| Dividends declared | — | — | — | — | (6,156) | (6,156) | |||||||||||||||||||||||||||||
| Repurchase of common shares | (12) | (115) | 29 | — | — | (86) | |||||||||||||||||||||||||||||
Equity-based compensation | 384 | 877 | — | — | — | 877 | |||||||||||||||||||||||||||||
Changes to non-controlling interest from equity contributions and other | — | — | (1,370) | — | 4,684 | 3,314 | |||||||||||||||||||||||||||||
| Balance as at March 31, 2024 | 91,378 | 946,233 | (159,898) | — | 1,159,723 | 1,946,058 | |||||||||||||||||||||||||||||
Net income | — | — | 33,820 | — | 76,430 | 110,250 | |||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | (55,443) | (55,443) | |||||||||||||||||||||||||||||
| Equity-based compensation | 458 | 3,689 | — | — | — | 3,689 | |||||||||||||||||||||||||||||
Changes to non-controlling interest from equity contributions and other | — | — | (632) | — | 1,821 | 1,189 | |||||||||||||||||||||||||||||
Balance as at June 30, 2024 | 91,836 | 949,922 | (126,710) | — | 1,182,531 | 2,005,743 | |||||||||||||||||||||||||||||
Net income | — | — | 20,072 | — | 42,034 | 62,106 | |||||||||||||||||||||||||||||
Dividends declared | — | — | — | — | (6,183) | (6,183) | |||||||||||||||||||||||||||||
Repurchase of common shares | (4,201) | (39,360) | 4,004 | — | — | (35,356) | |||||||||||||||||||||||||||||
| Equity-based compensation | 58 | (327) | — | — | — | (327) | |||||||||||||||||||||||||||||
Changes to non-controlling interest from equity contributions and other | — | — | (3,240) | — | (19,231) | (22,471) | |||||||||||||||||||||||||||||
Balance as at September 30, 2024 | 87,693 | 910,235 | (105,874) | — | 1,199,151 | 2,003,512 | |||||||||||||||||||||||||||||
Page 7
TEEKAY CORPORATION LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN TOTAL EQUITY
(in thousands of U.S. Dollars, except share amounts)
| 总股本 | |||||||||||||||||||||||||||||||||||
| 千 普通股份 未解决 # | 分享资本和 额外的 实收股本 资本 $ | 累计 亏损 $ | 累计 其他 其他综合收益 全面 亏损 $ | 非- 控股 利益 $ | 总计 $ | ||||||||||||||||||||||||||||||
| 截至2022年12月31日的余额 | 98,318 | 1,022,040 | (396,605) | (1,972) | 746,143 | 1,369,606 | |||||||||||||||||||||||||||||
| 净利润 | — | — | 48,763 | — | 121,150 | 169,913 | |||||||||||||||||||||||||||||
| 其他综合收益 | — | — | — | 20 | — | 20 | |||||||||||||||||||||||||||||
| 回购普通股 | (2,719) | (25,852) | 11,007 | — | — | (14,845) | |||||||||||||||||||||||||||||
基于股权的补偿 | 428 | 1,652 | — | — | — | 1,652 | |||||||||||||||||||||||||||||
来自股权投资和其他的非控制性权益变动 | — | — | 48 | — | 853 | 901 | |||||||||||||||||||||||||||||
| 2023年3月31日的余额 | 96,027 | 997,840 | (336,787) | (1,952) | 868,146 | 1,527,247 | |||||||||||||||||||||||||||||
净利润 | — | — | 40,338 | — | 108,070 | 148,408 | |||||||||||||||||||||||||||||
其他综合收益 | — | — | — | 1,952 | — | 1,952 | |||||||||||||||||||||||||||||
宣布分红 | — | — | — | — | (30,401) | (30,401) | |||||||||||||||||||||||||||||
| 回购普通股 | (4,952) | (46,974) | 18,636 | — | — | (28,338) | |||||||||||||||||||||||||||||
基于股权的补偿 | 300 | 2,270 | — | — | — | 2,270 | |||||||||||||||||||||||||||||
来自股权投资和其他的非控制性权益变动 | — | — | (577) | — | (4,439) | (5,016) | |||||||||||||||||||||||||||||
| 截至2023年6月30日的余额 | 91,375 | 953,136 | (278,390) | — | 941,376 | 1,616,122 | |||||||||||||||||||||||||||||
| 净利润 | — | — | 26,158 | — | 57,967 | 84,125 | |||||||||||||||||||||||||||||
| 宣布分红 | — | — | — | — | (6,105) | (6,105) | |||||||||||||||||||||||||||||
| 回购普通股 | (585) | (5,541) | 2,066 | — | — | (3,475) | |||||||||||||||||||||||||||||
基于股权的补偿 | 159 | 948 | — | — | — | 948 | |||||||||||||||||||||||||||||
| 来自股权贡献和其他的非控股权益变动 | — | — | (384) | — | 498 | 114 | |||||||||||||||||||||||||||||
| 2023年9月30日的结余 | 90,949 | 948,543 | (250,550) | — | 993,736 | 1,691,729 | |||||||||||||||||||||||||||||
附注是未经审计的合并基本报表的组成部分。
第8页
1. 报告编制基准
未经审计的中期合并财务报表（或 未经审计的合并基本报表根据美国通用会计准则准备了这些财务报表（或 GAAP). 它们包括teekay公司（或 teekay 或 teekay公司), 根据百慕大法律成立的公司及其全资或控股的子公司和Teekay作为主要受益人的任何变量利益实体（统称为， 公司Teekay的控股子公司包括， Teekay tankers Ltd. (纽交所: TNK) （或 teekay tankersTeekay及其子公司（除了Teekay tankers）在此被称为 teekay母公司.
根据GAAP规定，完整年度基本报表所需的某些信息和脚注披露已从这些未经审计的合并基本报表中省略，因此，这些基本报表应与公司截至2023年12月31日的经审计合并基本报表一起阅读，后者包含在公司向美国证券交易委员会提交的20-F表格年度报告中，
美国证券交易委员会（"SEC"）于2024年3月15日提交管理层认为，这些未经审计的合并基本报表反映了为公正地呈现公司的合并财务状况、经营成果、现金流和总权益变化所需的所有正常经常性调整的所有重大方面。 截至2024年9月30日的三个月和九个月的经营结果并不一定表明完整财政年度的情况。重要的公司间余额和交易在合并时已被消除。根据GAAP规定编制基本报表要求管理层做出影响未经审计的合并基本报表和附注中报告金额的估计和假设。实际结果可能与这些估计存在差异。
2024年10月1日，teekay和teekay tankers分别通过将其注册地由马绍尔群岛共和国变更为百慕大的公司登记辖区，完成了法律归属地的转移。根据百慕大法律要求，teekay同时将其名称由"teekay 公司"更改为"teekay 公司有限责任公司"。重新登记后，teekay和teekay tankers均作为豁免公司注册在百慕大公司登记处。
As of January 1, 2024, the European Union (or 欧盟) expanded the existing European Union Emissions Trading System (or EU ETS) to the maritime industry. Under the EU ETS requirements, the Company acquires EU allowances (or EUAs) related to greenhouse gas emissions from its vessels and those third-party vessels subject to revenue sharing agreements (or RSAs这些欧洲排放配额是指在2024年9月30日的未经审计合并资产负债表中作为无形资产记录的，列为未来一年内将在资产负债表日（见附注5）前释放的其他流动资产。公司将这些欧洲排放配额划分为无限期可用的无形资产，不列入摊销，并且每年评估资产减值，并在事件和情况变更表明资产价值可能受损时进行评估。此外，公司已在截至2024年9月30日的9个月中记录了与其排放水平相关的义务，作为未经审计合并资产负债表截至2024年9月30日（见附注6）和截至2024年9月30日的三个月和九个月未经审计合并利润表的应计负债的一部分，并在该利润表中出现了航程费用。根据公司收购的欧洲排放配额的成本，应计负债和航程费用的计量是根据先进先出法确定的。如果公司拥有的欧洲排放配额不足以支付其船舶和受RSA约束的第三方船舶的排放，公司将根据在报告期末在受监管能源交易所进行交易的欧洲排放配额的公允市场价值记录一个应计数额，以弥补总排放责任和持有的欧洲排放配额账面价值之间的差额。公司需于2025年9月通过其联合登记处账户交出欧洲排放配额，以支付截至2024年12月31日的年度排放。
2. 最近的会计公告
In November 2023, the Financial Accounting Standards Board (or FASB)发布了《会计准则更新（或 会计准则更新) 2023-07, 分部报告 - 改进报告分部披露，该修订要求企业在年度和中期基础上披露增量分部信息股权。该修订还要求只有一个报告分部的公司提供所有由本修订要求的披露以及财务会计准则法规编号280《分部报告》的所有现有分部披露。该修订自2023年12月15日后开始实施，并从2024年12月15日后开始实施中间期间。公司预计采用这一标准将导致额外的分部细节披露。 （或 ASU 2023-07）。ASU 2023-07引入了对每个可报告段的重要段费用类别和金额披露的更新。重要段费用被定义为以下任何一种费用：
•对于这个领域非常重要，
•定期提供给首席运营决策者的信息，或可以轻松计算得出。
•包含在所报告的部门利润或损失度量中。
本次有关分部报告的额外披露旨在为基本报表的用户提供额外信息，因此现在需要将直接费用、共享费用、分配的企业总部开支或重要利息费用等费用进行细分并分别报告给每个部门。《ASU 2023-07》适用于2023年12月15日后开始的公共实体的财政年度和2024年12月15日后开始的财政年度的中期时段，并可提前采纳。一旦采用，公共实体将在所展示最早期间的开端日采用《ASU》。公司将从2024年12月31日年末的年度财务报表开始采用这一标准。预计该标准不会对公司的合并财务报表产生重大影响。
第9页
2023年12月，FASB发布了ASU 2023-09，所得税披露改进 （或 ASU 2023-09需要有关报告实体有效税率和所支付所得税额的分解信息。此外，这一额外披露旨在通过提供一致的类别和更大的信息分解，提供有关所得税披露的额外信息和透明度，税率协调和按管辖区划分的所得税支付。ASU 2023-09自2024年12月15日之后开始的年度期间生效。允许提前采纳，并应透视地应用，允许回顾性执行。公司预计在其2025财年开始的年度期间采纳这一标准。公司目前正在评估该标准对其合并财务报表的影响。
3. 收入
公司的主要营业收入来源是将其船舶（Suezmax型油轮，Aframax型油轮和Long Range 2（或 LR2）型油轮）租给其客户。公司采用两种主要形式的合同，包括航次租约和定期租约。
The extent to which the Company employs its vessels on voyage charters versus time charters is dependent upon the Company’s chartering strategy and the availability of time charters. Spot market rates for voyage charters are volatile from period to period, whereas time charters provide a stable source of monthly revenue. The Company also provides ship-to-ship (or STS) support services, which include managing the process of transferring cargo between seagoing ships positioned alongside each other. In addition, the Company generates revenue from the management and operation of vessels owned by third parties, primarily operational and maintenance marine services through its Australian operations. For a description of these contracts, see "Item 18 – Financial Statements: Note 2" in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.
Revenue Table
The following tables contain the Company’s revenue for the three and nine months ended September 30, 2024 and 2023, by contract type, and by segment:
| Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||
Teekay Tankers Conventional Tankers | Teekay Parent Marine Services and Other | Total | Teekay Tankers Conventional Tankers | Teekay Parent Marine Services and Other | Total | ||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Voyage charters | 231,665 | — | 231,665 | 274,774 | — | 274,774 | |||||||||||||||||||||||||||||
| Time charters | 8,184 | — | 8,184 | 8,119 | — | 8,119 | |||||||||||||||||||||||||||||
Management fees and other | 3,429 | 29,341 | 32,770 | 2,965 | 25,824 | 28,789 | |||||||||||||||||||||||||||||
| Total revenue | 243,278 | 29,341 | 272,619 | 285,858 | 25,824 | 311,682 | |||||||||||||||||||||||||||||
| Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | ||||||||||||||||||||||||||||||||||
Teekay Tankers Conventional Tankers | Teekay Parent Marine Services and Other | Total | Teekay Tankers Conventional Tankers | Teekay Parent Marine Services and Other | Total | ||||||||||||||||||||||||||||||
| $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||
| Voyage charters | 848,580 | — | 848,580 | 1,019,484 | — | 1,019,484 | |||||||||||||||||||||||||||||
| Time charters | 18,355 | — | 18,355 | 23,124 | — | 23,124 | |||||||||||||||||||||||||||||
| Management fees and other | 11,276 | 85,597 | 96,873 | 8,553 | 74,622 | 83,175 | |||||||||||||||||||||||||||||
| Total revenue | 878,211 | 85,597 | 963,808 | 1,051,161 | 74,622 | 1,125,783 | |||||||||||||||||||||||||||||
Page 10
Charters-out
As at September 30, 2024, two (December 31, 2023 - two) of the Company’s vessels operated under fixed-rate time-charter contracts, which are scheduled to expire in February 2025 and May 2025, respectively. As at September 30, 2024, the minimum scheduled future revenues to be received by the Company under time charters then in place were approximately $9.4 million (remainder of 2024), $17.3 million (2025), $8.0 million (2026), $8.0 million (2027), $8.0 million (2028) and $2.6 million (thereafter) (December 31, 2023 - $12.1 million (2024)), including one further time charter-out contract that was entered into by the Company in September 2024 for a bunker tanker that the Company has agreed to bareboat-in for four and a half years following its delivery to the Company, which is expected to occur in the fourth quarter of 2024. The hire payments should not be construed to reflect a forecast of total charter hire revenue for any of the periods. Future hire payments do not include any hire payments generated from new contracts entered into after September 30, 2024 or from variable consideration, if any, under contracts. In addition, future hire payments presented above have been reduced by estimated off-hire time for required periodic maintenance and do not reflect the impact of any applicable revenue sharing arrangements whereby time-charter revenues are shared with other revenue sharing arrangement participants. Actual amounts may vary given future events such as unplanned vessel maintenance.
Contract Liabilities
As at September 30, 2024, the Company had $3.3 million (December 31, 2023 - $3.4 million) of advanced payments recognized as contract liabilities that are expected to be recognized as time-charter revenues or voyage charter revenues in subsequent periods and which are included in accrued liabilities and other in the Company's unaudited consolidated balance sheets.
4. Segment Reporting
The Company allocates capital and assesses performance from the separate perspectives of its publicly-traded subsidiary, Teekay Tankers, and from Teekay Parent, as well as from the perspective of the Company's lines of business. The primary focus of the Company’s organizational structure, internal reporting and allocation of resources by the chief operating decision maker is on Teekay Tankers and Teekay Parent, and its segments are presented accordingly on this basis. The Company has two primary lines of business: (1) conventional tankers and (2) marine services. The Company manages these businesses for the benefit of all stakeholders.
The following table includes the Company’s revenues by segment for the three and nine months ended September 30, 2024 and 2023:
| 收入 | 收入 | ||||||||||||||||||||||
| 截至9月30日的三个月 | 截至9月30日的九个月 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| teekay tankers - 常规油轮 | 243,278 | 285,858 | 878,211 | 1,051,161 | |||||||||||||||||||
| teekay母公司 - 海洋服务和其他 | 29,341 | 25,824 | 85,597 | 74,622 | |||||||||||||||||||
| 272,619 | 311,682 | 963,808 | 1,125,783 | ||||||||||||||||||||
以下表格包括了公司截至2024年和2023年9月30日的三个和九个月的船舶运营收入（损失）按部门分
船舶运营收入（损失）(1) | 船舶运营收入（损失）(1) | ||||||||||||||||||||||
| 截至9月30日的三个月 | 截至9月30日的九个月 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| teekay tankers - 常规油轮 | 52,465 | 81,575 | 293,841 | 422,997 | |||||||||||||||||||
| teekay母公司 - 海洋服务及其他 | (273) | (321) | 1,072 | (4,239) | |||||||||||||||||||
| 52,192 | 81,254 | 294,913 | 418,758 | ||||||||||||||||||||
(1)包括直接一般和管理费用以及间接一般和管理费用（根据预估使用公司资源的情况分配到每个部门）。
第11页
以下是附带未经审计的合并资产负债表中，各部分资产总额与合并总资产的对账情况：
| 2024年9月30日 | 2023年12月31日 | ||||||||||
| $ | $ | ||||||||||
| teekay tankers – 传统油轮 | 1,453,403 | 1,508,243 | |||||||||
| teekay母公司 – 海事服务及其他 | 36,237 | 35,840 | |||||||||
| 现金及现金等价物 | 691,654 | 480,080 | |||||||||
| 短期投资 | 52,277 | 172,604 | |||||||||
| 消除项 | (83) | (129) | |||||||||
| 合并总资产 | 2,233,488 | 2,196,638 | |||||||||
5. 无形资产
无形资产包括在商誉、无形资产和其他非流动资产中，以及在公司未经审计的合并资产负债表中的其他流动资产中。
根据第1项说明的欧盟排放交易体系要求，在2024年9月30日结束的九个月中，公司收购了总值490万美元的欧盟排放配额， 并按照无限期无形资产的形式记录。截至2024年9月30日，这些无形资产作为其他流动资产的一部分出现在未经审计的合并资产负债表中，因为这些欧盟排放配额将在资产负债表日后的一年内被交付。
截至2024年9月30日和2023年12月31日，公司的无形资产（不包括EUA）包括：
| 截至 | |||||||||||
| 2024年9月30日 | 2023年12月31日 | ||||||||||
| $ | $ | ||||||||||
客户关系 成本为$570万美元，减少累计摊销$530万美元 (2023 - 成本为$570万美元，减少累计摊销$500万美元) (1) | 390 | 658 | |||||||||
| 无形资产 | 390 | 658 | |||||||||
(1)客户关系的摊销期为10年加权平均摊销期。截至2024年9月30日的三个月和九个月的客户关系摊销分别为$10万和$30万（2023年 - $10万和$40万）。预计2024年9月30日之后的年度客户关系摊销将为$10万（2024年剩余部分）和$30万（2025年）。
6. 应计负债和其他及其他长期负债
应计负债和其他
| 2024年9月30日 | 2023年12月31日 | ||||||||||
| $ | $ | ||||||||||
| 应计负债 | 79,545 | 73,320 | |||||||||
与欧盟排放交易系统相关的义务 (附注 1 和 5) | 4,800 | — | |||||||||
| 递延收入 - 流动 | 3,323 | 3,402 | |||||||||
| 办公室租赁负债 - 流动 | 3,286 | 2,527 | |||||||||
| 资产养老义务 - 流动 | — | 3,219 | |||||||||
| 90,954 | 82,468 | ||||||||||
其他长期负债
| 2024年9月30日 | 2023年12月31日 | ||||||||||
| $ | $ | ||||||||||
运费税款规定（附注15) | 43,468 | 47,813 | |||||||||
养老金责任 | 5,328 | 6,594 | |||||||||
| 办公室租赁负债 - 开多期 | 9,767 | 8,764 | |||||||||
其他 | 768 | 786 | |||||||||
| 59,331 | 63,957 | ||||||||||
第12页
与欧盟排放交易系统相关的义务
根据欧盟 EU ETS 要求中所述的注释 1，截至2024年9月30日止九个月，公司确认了一项480万美元的义务，作为截至2024年9月30日未经审计的合并资产负债表中应计负债和其他的一部分。在截至2024年9月30日的三个月和九个月内，公司还确认了分别为150万美元和480万美元的相关费用，作为未经审计的合并收入表中航次费用的一部分。
7. 开多期债务
在2018年1月26日，teekay Parent完成了一项总金额为12500万美元的5%可转换高级票据的私人发行，该票据到期日为2023年1月17日（或 可转换债券在截至2023年9月30日的九个月中，teekay Parent回购了剩余的可转换票据本金金额为2120万美元。
截至2023年1月17日可转换票据赎回之前，公司的全部长期债务的加权平均利率为5%。此后，公司没有未偿长期债务。
截至2024年9月30日，teekay tankers拥有一项循环信贷额度（或称为 2023循环信贷额度），截至该日期，提供的总借款额度为$28790万（2023年12月31日 - $321.8百万），其中$28790万（2023年12月31日 - $321.8百万）未动用。2023循环信贷额度将在2029年5月到期，利息支付基于担保隔夜融资利率（或 SOFR）加上2.0%的利差。截至2024年9月30日，2023循环信贷额度可用的总金额计划在2024年剩余时间内减少$33.9百万，2025年减少$67.8百万，2026年减少$66.4百万，2027年减少$55.0百万，2028年减少$43.3百万，之后减少$21.5百万。截至2024年9月30日，2023循环信贷额度以19艘teekay tankers的船只以及其他相关安防-半导体作为担保。
2023年循环信贷要求teekay tankers维持最低船体覆盖比例为总未偿还提款余额的125%。该要求每六个月评估一次，参照两家或以上商定的第三方编制的船舶评估。如果该比例低于要求，贷款方可能会要求teekay tankers提前偿还贷款中不足部分或者提供额外抵押物，具体由teekay tankers自行选择。截至2024年9月30日，由于未提款，因此船体覆盖比例不适用。此外，teekay tankers被要求维持最低流动性（现金、现金等价物和未提款的承诺循环信贷额度，至少还有六个月到期），该流动性需大于3500万美元或至少是teekay tankers总合并债务的5%。截至2024年9月30日，teekay tankers遵守了2023年循环信贷的所有契约。
8. 租约
经营租赁
公司从其他船东租赁船舶进行期租赁，其中船东提供公司使用和技术操作船舶的时间租赁合同，以及裸船租赁合同，其中注册船东在此期间将船舶提供给公司，公司完全负责船舶的运营，包括技术服务和运营所需的船员。时间租船合同和裸船租赁合同通常为固定期限，尽管在某些情况下，公司可能有选择延长租约的选项。公司通常根据租约期内固定的日租金率向船东支付费用。至于时间租赁合同，公司通常无需在船舶无法运营的时期支付日租金，而裸船租赁合同通常不适用该规定。
截至2024年9月30日，公司根据期租合同和承租合同预计将承担的最低义务约为1600万美元（2024年剩余部分），4340万美元（2025年），2110万美元（2026年），1350万美元（2027年），850万美元（2028年）和740万美元（此后），包括公司于2024年9月签订的一份租用进仓油轮的承租合同，预计将于2024年第四季度交付给公司。
与金融租赁相关的义务
| 2024年9月30日 | 2023年12月31日 | ||||||||||
$ | $ | ||||||||||
| 与融资租赁相关的义务 | — | 140,811 | |||||||||
| 减：未摊销的折让和负债发行成本 | — | (1,212) | |||||||||
| 与融资租赁相关的总义务 | — | 139,599 | |||||||||
减少：应付款项的当前部分 | — | (20,517) | |||||||||
长期与融资租赁相关的义务 | — | 119,082 | |||||||||
第13页
截至2024年9月30日，teekay tankers没有剩余的售后回租融资交易。截至2023年12月31日，teekay tankers在售后回租融资交易下拥有的八艘船只已在2024年3月按照相关售后回租安排下的回购期权回购和交付，总成本为137.0百万美元。
9. 衍生工具和对冲活动
As deemed appropriate, the Company from time to time uses derivative instruments to manage certain risks in accordance with its overall risk management policies.
Foreign Exchange Risk
From time to time, the Company economically hedges portions of its forecasted expenditures denominated in foreign currencies with foreign currency forward contracts. As at September 30, 2024, the Company was not committed to any foreign currency forward contracts.
Forward Freight Agreements
As deemed appropriate, the Company from time to time uses forward freight agreements (or FFAs) in non-hedge-related transactions to increase or decrease its exposure to spot tanker market rates, within defined limits. Net gains and losses from FFAs are recorded within realized and unrealized loss on derivative instruments in the Company's unaudited consolidated statements of income. As at September 30, 2024, the Company maintains restricted cash deposits relating to FFAs (see note 17); however, the Company was not committed to any FFAs.
Interest Rate Risk
From time to time, the Company enters into interest rate swap agreements, which exchange a receipt of floating-rate interest for a payment of fixed-rate interest, to reduce the Company’s exposure to interest rate variability on its outstanding floating-rate debt. As at September 30, 2024, the Company was not committed to any interest rate swap agreements.
Tabular Disclosure
Realized and unrealized gains (losses) from derivative instruments that are not designated for accounting purposes as cash flow hedges are recognized in earnings and reported in other - net in the unaudited consolidated statements of income as follows:
| Nine Months Ended September 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| $ | $ | ||||||||||
| Realized gains (losses) relating to: | |||||||||||
| Interest rate swap agreement | — | 953 | |||||||||
| Interest rate swap agreement termination | — | 3,215 | |||||||||
| Forward freight agreements | — | (10) | |||||||||
| — | 4,158 | ||||||||||
| Unrealized gains (losses) relating to: | |||||||||||
| Interest rate swap agreement | — | (3,709) | |||||||||
| — | (3,709) | ||||||||||
| Total realized and unrealized gains on derivative instruments | — | 449 | |||||||||
10. Fair Value Measurements
For a description of how the Company estimates fair value and for a description of the fair value hierarchy levels, see "Item 18 – Financial Statements: Note 10" in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023.
The following table includes the estimated fair value, carrying value and categorization using the fair value hierarchy of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis, as well as the estimated fair value of the Company’s financial instruments that are not accounted for at fair value on a recurring basis.
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| September 30, 2024 | December 31, 2023 | ||||||||||||||||||||||||||||
| Fair Value Hierarchy Level | Carrying Amount Asset (Liability) $ | Fair Value Asset (Liability) $ | Carrying Amount Asset (Liability) $ | Fair Value Asset (Liability) $ | |||||||||||||||||||||||||
| Recurring | |||||||||||||||||||||||||||||
Cash, cash equivalents and restricted cash (note 16) | Level 1 | 692,321 | 692,321 | 480,771 | 480,771 | ||||||||||||||||||||||||
| Short-term investments | Level 1 | 52,277 | 52,277 | 172,604 | 172,604 | ||||||||||||||||||||||||
Obligation relating to EU ETS (note 6) | Level 1 | (4,753) | (1) | — | — | ||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Advances to equity-accounted joint venture – long-term | Level 2 | 380 | (2) | 2,880 | (2) | ||||||||||||||||||||||||
Obligations related to finance leases, including current portion (note 8) | Level 2 | — | — | (139,599) | (143,968) | ||||||||||||||||||||||||
(1)As part of the EU ETS requirements as described in note 1, for the nine months ended September 30, 2024, the Company recorded an obligation related to EU ETS which was included as part of accrued liabilities and other in the unaudited consolidated balance sheet as at September 30, 2024. This amount can include an accrual representing the difference between the total emissions liability and the carrying value of the EUAs held as at the end of the reporting period. The fair value of the accrual is estimated using the fair market value of an EUA that is traded on a regulated energy exchange at the end of the reporting period. As at September 30, 2024, no such accrual was made as the total emissions liability was less than the carrying value of the EUAs held.
(2)In these unaudited consolidated financial statements, the Company’s advances to and investments in equity-accounted investments form the aggregate carrying value of the Company’s interests in entities accounted for by the equity method. As at September 30, 2024 and December 31, 2023, the fair value of the individual components of such aggregate interests is not determinable.
公司暴露在金融机构不履行义务的情况下，公司持有的现金、现金等价物和短期投资可能面临信用损失。为了最小化信用风险，公司只向标准普尔评级为A-或更高或穆迪评级为A3或更好的交易对手支付存款和短期投资。此外，尽量实用的是，现金存款和短期投资由不同的交易对手持有和签订，以减少集中风险。
11. 分享资本
截至2024年9月30日和2023年12月31日，teekay的授权股本为2500万优先股，每股面值为1美元，72500万普通股，每股面值为0.001美元。截至2024年9月30日和2023年12月31日，teekay没有已发行和未偿还的优先股。
2022年8月，Teekay宣布其董事会已授权回购高达3000万美元的普通股，进行市场公开和其他交易。在2023年3月完成这项股份回购计划后，Teekay的董事会授权在2023年3月，2023年6月和2024年9月分别进行三项额外的股份回购计划，以回购额外的3000万美元，2500万美元和4000万美元的Teekay普通股，通过私下协商的交易和在SEC规则下允许的任何其他方式进行。2024年10月，Teekay的董事会授权进行高达4000万美元的额外股份回购计划。
在2024年9月30日结束的三个月和九个月内，teekay按照公司的回购计划回购了约420万股普通股，共计3540万美元，每股平均8.39美元，导致公司记录股本价值减少3950万美元，累计赤字减少400万美元。截至2024年9月30日，在授权于2024年10月的回购计划前，剩余的股份回购授权总额为2380万美元。
截至2023年12月31日的一年中，teekay回购了约890万股普通股，耗资5070万美元，平均每股5.69美元，依据这些授权，公司记录了股本账面价值减少8430万美元，以及累计赤字减少3360万美元。
12. 与teekay tankers相关的股权交易
在截至2024年9月30日的三个和九个月内，teekay母公司通过公开市场购买的方式，以每股56.98美元的平均价格，购买了373,228股teekay tankers A类普通股，共计2130万美元。截至2023年9月30日的九个月内，teekay母公司通过公开市场购买的方式，以每股35.95美元的平均价格，购买了132,479股teekay tankers A类普通股，共计480万美元。teekay在2024年10月购买了更多的teekay tankers A类普通股(见注19)。
由于与teekay tankers相关的股份交易，公司在截至2024年9月30日的三个月和九个月内记录了大约230万美元的累积赤字增加，以及截至2023年9月30日的九个月内累积赤字增加了50万美元。这些金额代表了teekay在teekay tankers股份交易中的净稀释损失。
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13. 资产销售利润
截至2024年9月30日的九个月期间，teekay tankers 完成了一艘阿芙拉/ LR2 油轮的出售，售价为2350万美元，teekay tankers 认列相关的销售利润为1160万美元。
截至2024年9月30日的九个月内，teekay tankers同意以6480万美元的联合销售价格出售一艘阿芙拉码头油轮/LR2油轮和一艘苏伊士型油轮，并且截至2024年9月30日，这两艘油轮被分类为待售（见第19条）。
14. 重组费用
截至2024年9月30日的三个月和九个月期间，公司记录了560万美元的重组费用（2023年 - 无和170万港元）。2024年的费用主要与teekay tankers高级管理团队的变化有关。2023年的费用主要与公司商业和技术运营团队的组织变化有关。
截至2024年9月30日和2023年12月31日，330万美元和70万美元的重组负债分别被计入未经审计的合并资产负债表的应计负债和其他项目中。
15. 所得税（费用）回收
所得税费用的元件如下：
| 截至9月30日的三个月 | 截至9月30日的九个月 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| 当前 | (810) | 1,853 | (2,049) | (10,489) | |||||||||||||||||||
| 推迟薪酬计划 | 353 | 256 | 650 | 906 | |||||||||||||||||||
| 所得税（费用）收回 | (457) | 2,109 | (1,399) | (9,583) | |||||||||||||||||||
下表反映了关于运费税务责任的不确定税务立场的变化，这些变化记录在公司未经审计的合并资产负债表的其他长期负债和应计及其他负债中：
| 截至9月30日的九个月 | |||||||||||
| 2024 | 2023 | ||||||||||
| $ | $ | ||||||||||
| Balance as at January 1 | 47,813 | 42,477 | |||||||||
| 与当前年度相关的职位增加 | 1,695 | 8,438 | |||||||||
| Increases for positions related to prior years | 5,448 | 6,145 | |||||||||
| 先前年度所持职位减少 | (3,303) | (5,155) | |||||||||
| 与限制期限到期相关的减少 | (6,730) | (3,443) | |||||||||
| 汇率期货获利 | (1,455) | (2,258) | |||||||||
| 截至9月30日的余额 | 43,468 | 46,204 | |||||||||
公司目前所包含的所得税费用中包括与货运税有关的不确定税务条款。与货运税有关的立场可能因公司船舶的交易模式而在每个期间发生变化。
公司定期审查其货运税务义务，并可能根据当时的可用信息更新其税务立场评估。这些信息可能包括有关适用货运税的法律意见。货运税法规可能会发生变化和解释；因此，公司记录的金额可能相应变化。
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16. 每股净利润
| 截至9月30日的三个月 | 截至9月30日的九个月 | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
归属于teekay股东的净利润 teekay公司-基本 | 20,072 | 26,158 | 108,528 | 115,259 | |||||||||||||||||||
| 由于teekay tankers中基于股权的奖励的稀释影响导致净收益减少 | (129) | (251) | (875) | (1,377) | |||||||||||||||||||
| 归属于teekay公司股东的净利润-稀释 | 19,943 | 25,907 | 107,653 | 113,882 | |||||||||||||||||||
普通股加权平均数目 (1) | 92,358,742 | 92,775,107 | 92,759,009 | 95,210,081 | |||||||||||||||||||
| 股权奖励的稀释效应 | 1,885,252 | 2,086,401 | 2,063,023 | 2,133,522 | |||||||||||||||||||
| 普通股和普通股等价物 | 94,243,994 | 94,861,508 | 94,822,032 | 97,343,603 | |||||||||||||||||||
| 每股普通股净利润 | |||||||||||||||||||||||
| - 基本 | 0.22 | 0.28 | 1.17 | 1.21 | |||||||||||||||||||
| - 稀释 | 0.21 | 0.27 | 1.14 | 1.17 | |||||||||||||||||||
(1) 包括在截至2024年9月30日的三个月和九个月中与不可没收的股权奖励相关的897,798股普通股（截至2023年9月30日的三个月和九个月 - 809,997股普通股）。
对计算摊薄每股普通股收益产生反稀释效应的股权奖励被排除在摊薄每股普通股收益之外。截至2024年9月30日的三个月和九个月，分别从股权奖励中排除了1.8百万股和2.0百万股普通股（截至2023年9月30日的三个月和九个月 - 分别为2.8百万股和2.3百万股普通股），因为包括它们会产生反稀释影响。
17. Supplemental Cash Flow Information
Total cash and cash equivalents and restricted cash are as follows:
| September 30, 2024 | December 31, 2023 | September 30, 2023 | December 31, 2022 | ||||||||||||||||||||
| $ | $ | $ | $ | ||||||||||||||||||||
| Cash and cash equivalents | 691,654 | 480,080 | 416,025 | 309,857 | |||||||||||||||||||
Restricted cash – current (1) | 667 | 691 | 691 | 3,714 | |||||||||||||||||||
Restricted cash – non-current (2) | — | — | — | 3,135 | |||||||||||||||||||
| 692,321 | 480,771 | 416,716 | 316,706 | ||||||||||||||||||||
(1) The Company maintains restricted cash deposits relating to FFAs (see note 9).
(2) The Company maintained restricted cash deposits relating to obligations related to finance leases as described in note 8.
The Company entered into new or extended operating leases, primarily for chartered-in vessels, which resulted in the recognition of additional operating lease right-of-use assets and operating lease liabilities of $8.4 million and $68.5 million, during the nine months ended September 30, 2024 and September 30, 2023, respectively.
18. Commitments and Contingencies
a)Liquidity
Management is required to assess if the Company will have sufficient liquidity to continue as a going concern for the one-year period following the issuance of these unaudited consolidated financial statements. Based on the Company's liquidity as at the date these unaudited consolidated financial statements were issued, and the expected cash flows to be generated from the Company's operations over the following year, the Company estimates that it will have sufficient liquidity to meet its minimum liquidity requirements under its financial covenants and to continue as a going concern for at least a one-year period following the issuance of these unaudited consolidated financial statements.
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b)Legal Proceedings and Claims
公司可能不时涉及日常业务中出现的法律诉讼和索赔。公司认为，对于现有索赔，无论是单独还是合计，任何不利的结果都不会对其财务状况、经营业绩或现金流产生重大影响，考虑到其保险覆盖范围和租船人提供的保障。
c)其他
公司与某些高管和董事签订赔偿协议。此外，公司在正常的业务活动中签订其他赔偿协议。这些赔偿协议下未来可能需要支付的最大金额是无限的。然而，公司维持其认为适当的责任保险，以减少其风险，并使公司能够根据各自保单的条款，追回未来支付的金额，最高可达保险保障的最大金额，减去任何免赔额，而这些金额被认为并不重要。
19. 后续事件
a.2024年10月，teekay公司根据公司的股份回购计划，以2380万美元回购了2703233股普通股，平均每股8.81美元。
b.2024年10月，teekay母公司通过公开市场购买了476,304股teekay tankers的A类普通股，总共花费2870万美元，平均每股价格为60.33美元。
c.2024年10月，teekay tankers完成了一艘Suezmax油轮的售出，售价为3400万美元。该船及其相关的油仓和润滑油库存被列为在2024年9月30日未经审计的合并资产负债表中的待售资产（注13）。
d.2024年10月，teekay母公司和teekay tankers达成一项协议，涉及以下事项：(a) 将teekay母公司的澳大利亚业务出售给teekay tankers，售价为6500万美元，加上任何营运资本调整；(b) 将teekay母公司尚未被teekay tankers拥有的所有管理服务公司转让给teekay tankers，转让价格等于所转让实体的营运价值。这些交易将按照惯例的收盘条件完成，预计将在2024年12月31日前完成。
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项目2 – 管理层对财务状况和经营业绩的讨论与分析
以下的管理层讨论与分析应与未经审计的中期合并基本报表（或 未经审计的合并基本报表)和本报告表格6-k中“项目1 – 基本报表”所包含的附带说明，以及我们在“项目18 – 基本报表”中的经审计合并基本报表，以及我们在年度报告表格20-F中“项目5 – 经营和财务回顾与前景”中的管理层讨论与分析一起阅读，年度报告表格20-F中包含有关评估我们业绩时应考虑的事项的重要信息，包括对我们组织结构的解释、我们签订的合同类型的信息以及我们用于衡量绩效的某些非GAAP指标的说明。除非另行说明，本报告中提及的“Teekay”，“Teekay Corporation”，“公司”，“我们”，“我们”，“我们的”及类似术语均指Teekay Corporation Ltd.及其子公司。Teekay及其现有子公司（除了teekay tankers）在此被称为“Teekay Parent”。
概览
teekay是国际wti原油海运和其他海运服务的领先提供商。teekay目前直接提供这些服务，并通过其对teekay tankers有控股权益。纽交所：tnk（或 teekay tankers），是世界上最大的中型原油油轮拥有者和经营者之一。截至2024年9月30日，我们在teekay tankers拥有5,542,013股A类普通股和4,625,997股b类普通股，分别代表29.6%的经济利益和大部分的表决权。在2024年10月期间，teekay母公司通过公开市场购买，购买了476,304股teekay tankers的A类普通股，增加了teekay对teekay tankers的经济和表决控制，分别达到31.0%和55.1%。
teekay母公司在澳洲运营超过25年，为澳大利亚联邦和其他澳大利亚公司提供各种海洋服务；teekay母公司是澳大利亚海员最大的雇主之一。我们在澳大利亚的海洋服务业务提供运营、供应、维护与工程支持，以及船员和培训服务，主要根据与澳大利亚联邦的长期合同，为十艘澳大利亚政府拥有的船舶提供服务。此外，我们还为西澳大利亚一家第三方拥有的FPSO单元提供船员服务，并将于2024年第四季度开始，为由teekay tankers租给第三方的油轮提供商业、技术和船员管理服务。teekay在其50年的历史中积累了丰富的行业经验和行业领先的能力，并且具有显著的财务实力和灵活性。在2024年10月，teekay母公司同意以6500万美元加上任何营运资金调整的价格，将其澳大利亚船舶管理业务出售给teekay tankers，并连同teekay母公司当前未被teekay tankers拥有的所有管理服务公司一并出售，购买价格等于被转让实体的营运资金价值。这些交易须符合惯例的交割条件，并预计将在2024年12月31日前完成。
Teekay母公司的资产主要包括我们对公开上市的teekay tankers的控股权益、我们在澳洲的海洋服务业务（我们已同意将其卖给teekay tankers）以及截至2024年9月30日的约28100万美元的现金和短期投资净头寸。我们相信，teekay和teekay tankers强大的资产负债表，加上teekay tankers内部自有的全面集成运营模式，包括商业和技术管理，使我们能够很好地追求未来的航运投资，在这些投资中我们相信可以利用我们的运营特许经营和teekay平台的验证能力来创造长期的股东价值。
2024年10月1日，teekay公司和teekay tankers分别通过将注册地由马绍尔群岛共和国改为百慕大来进行法律注册地变更。根据百慕大法律要求，我们同时将公司名称由"teekay公司"更改为"teekay公司有限公司"。在公司归属地变更后，teekay公司和teekay tankers均作为豁免公司注册在百慕大公司注册处。
在评估我们的结果时，您应考虑的事项
在评估我们的历史财务表现和评估我们未来前景时，有许多因素需要考虑，我们在分析经营成果时使用各种财务和运营术语和概念。这些项目可以在我们截至2023年12月31日的年度20-F表格中的“项目5-经营和财务审查与前景”中找到。
请查看我们截至2023年12月31日的20-F表年度报告中的“项目3 - 关键信息 - 风险因素”，以获取有关我们及我们的业务面临的风险的信息，包括与政治不稳定、恐怖袭击或其他攻击、战争或国际敌对行动以及以色列/加沙地带和乌克兰冲突相关的风险。
最近的发展和运营成果
下表(a)呈现了teekay tankers和teekay parent的船舶经营收入和利润（亏损），(b)并将这些金额调解为我们的未经审计的基本报表。有关我们业务范围和部门的信息，请阅读“项目1-基本报表:注4-分部报告”。
第19页
| 收入 | 船舶运营的收入（损失） | ||||||||||||||||||||||||||||||||||||||||||||||
| 截至三个月 | 截至九个月 | 截至三个月 | 截至九个月 | ||||||||||||||||||||||||||||||||||||||||||||
| （单位：美元千元） | 9月30日, | 9月30日, | 9月30日, | 9月30日, | |||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| teekay tankers | 243,278 | 285,858 | 878,211 | 1,051,161 | 52,465 | 81,575 | 293,841 | 422,997 | |||||||||||||||||||||||||||||||||||||||
| teekay母公司 | 29,341 | 25,824 | 85,597 | 74,622 | (273) | (321) | 1,072 | (4,239) | |||||||||||||||||||||||||||||||||||||||
| Teekay公司合并 | 272,619 | 311,682 | 963,808 | 1,125,783 | 52,192 | 81,254 | 294,913 | 418,758 | |||||||||||||||||||||||||||||||||||||||
摘要
Teekay截至2024年9月30日的九个月合并船舶运营收入为29490万美元，而上年同期的合并船舶运营收入为41880万美元。造成我们合并船舶运营收入变化的主要原因如下：
•a decrease of $108.9 million as a result of lower overall average realized spot "time-charter equivalent" (or TCE) rates earned by Teekay Tankers' Suezmax tankers and Aframax / Long Range 2 (or LR2) tankers in the first three quarters of 2024 compared to the same period in the prior year;
•a decrease of $20.1 million due to a reduction in Teekay Tankers' fleet related to the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and the first quarter of 2024; and
•a decrease of $7.1 million in Teekay Tankers due to more off-hire days and off-hire bunker expenses during the first three quarters of 2024, primarily related to more scheduled dry dockings compared to the same period in the prior year;
partially offset by:
•an increase of $11.6 million from Teekay Tankers' gain on sale of one of the above-mentioned Aframax / LR2 tankers in the first quarter of 2024.
Teekay Tankers
As at September 30, 2024, Teekay Tankers owned 43 double-hulled oil and product tankers and time chartered-in five Aframax / LR2 tankers and one Suezmax tanker. Teekay Tankers also owns a 50% interest in one Very Large Crude Carrier (or VLCC).
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Recent Developments in Teekay Tankers
Senior Management Team Change
In August 2024, Teekay Tankers made changes to its senior management team, including the appointments of Kenneth Hvid as President and Chief Executive Officer, Brody Speers as Chief Financial Officer, and Mikkel Seidelin as Chief Commercial Officer. Messrs. Hvid and Speers also serve as Teekay’s President and CEO and CFO, respectively.
Vessel Sales
During the fourth quarter of 2023, Teekay Tankers agreed to sell one Aframax / LR2 tanker for $23.5 million, which resulted in a gain on sale of $11.6 million during the nine months ended September 30, 2024. The tanker, which was classified as held for sale as at December 31, 2023, was delivered to its new owner in February 2024.
In May 2024, Teekay Tankers agreed to sell one Aframax / LR2 tanker and one Suezmax tanker for a combined sales price of $64.8 million. Both tankers were classified as held for sale as at September 30, 2024. The Suezmax tanker was delivered to its new owner in October 2024, and the Aframax / LR2 tanker is expected to be delivered to the purchaser between the fourth quarter of 2024 and first quarter of 2025.
Vessel Sale-Leaseback Repurchases
In March 2024, Teekay Tankers completed the repurchase of eight Suezmax tankers for a total cost of $137.0 million, pursuant to repurchase options under related sale-leaseback arrangements. Currently, the eight vessels are unencumbered.
Vessel Acquisition
In July 2024, Teekay Tankers completed the acquisition of one 2021-built Aframax / LR2 tanker for a purchase price of $70.5 million.
Time Chartered-in Vessels
In May 2024, Teekay Tankers extended one chartered-in contract for an Aframax / LR2 tanker for 12 months at a rate of $34,000 per day and secured an additional 12-month optional period at the same daily rate.
During the third quarter of 2024, two chartered-in Aframax / LR2 tankers were redelivered to their owners following the expiry of their time chartered-in contracts.
Time Chartered-out Vessel
During the second quarter of 2024, Teekay Tankers entered into a one-year time charter-out contract for an Aframax / LR2 tanker at a rate of $49,750 per day which commenced at the beginning of June 2024.
Bunker Tanker Bareboat and Time Charter Agreements
In September 2024, Teekay Tankers entered into an agreement to bareboat in a bunker tanker for a period of four and a half years. At the same time, Teekay Tankers entered into a commercial, technical and crew management agreement with a subsidiary of Teekay, as well as an agreement to time charter-out this bunker tanker to a third party for a corresponding period at a rate that is equal to the bareboat cost plus an additional operational element, which is subject to certain escalations each year. The bunker tanker is expected to deliver during the fourth quarter of 2024, at which time the various agreements will commence.
European Union Emissions Trading System (or EU ETS)
Since January 1, 2024, as part of its compliance with the EU ETS requirements, Teekay Tankers has acquired EU allowances (or EUAs) related to greenhouse gas emissions from its vessels and those vessels subject to revenue sharing agreements (or RSAs) that trade to, from, and within the EU and European Economic Area. During the nine months ended September 30, 2024, Teekay Tankers acquired EUAs for a cost of $4.9 million. As at September 30, 2024, these intangible assets are recorded as other current assets in the unaudited consolidated balance sheet. As at September 30 2024, Teekay Tankers recorded an accrued liability in relation to its obligation under EU ETS of $4.8 million, which is included in accrued liabilities and other in the unaudited consolidated balance sheet. In addition, Teekay Tankers recorded voyage expenses of $1.5 million and $4.8 million for the three and nine months ended September 30, 2024, respectively.
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Operating Results – Teekay Tankers
In accordance with GAAP, Teekay Tankers reports gross revenues in its unaudited consolidated statements of income and includes voyage expenses among its operating expenses. However, ship-owners base economic decisions regarding the deployment of their vessels upon anticipated TCE rates, which represent net revenues (or income from operations before vessel operating expenses, time-charter hire expenses, depreciation and amortization, general and administrative expenses, gain or loss on sale and write-down of assets, and restructuring charges), which includes voyage expenses, divided by revenue days. In addition, industry analysts typically measure bulk shipping freight and hire rates in terms of TCE rates. This is because under time charter-out contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Accordingly, the discussion of revenue below focuses on net revenues and TCE rates (both of which are non-GAAP financial measures) where applicable.
The following table compares Teekay Tankers’ operating results, equity income and number of calendar-ship-days for its vessels for the three and nine months ended September 30, 2024 and 2023:
| (in thousands of U.S. Dollars, except calendar-ship-days) | Three Months ended | Nine Months Ended | |||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues | 243,278 | 285,858 | 878,211 | 1,051,161 | |||||||||||||||||||
| Voyage expenses | (93,984) | (113,274) | (310,612) | (355,543) | |||||||||||||||||||
Net revenues (1) | 149,294 | 172,584 | 567,599 | 695,618 | |||||||||||||||||||
| Vessel operating expenses | (38,091) | (36,366) | (113,942) | (112,348) | |||||||||||||||||||
| Time-charter hire expenses | (18,465) | (19,378) | (57,651) | (51,014) | |||||||||||||||||||
| Depreciation and amortization | (23,445) | (24,565) | (69,136) | (72,924) | |||||||||||||||||||
| General and administrative expenses | (10,876) | (10,700) | (38,678) | (35,087) | |||||||||||||||||||
| Gain on sale of vessel | — | — | 11,601 | — | |||||||||||||||||||
| Restructuring charges | (5,952) | — | (5,952) | (1,248) | |||||||||||||||||||
| Income from vessel operations | 52,465 | 81,575 | 293,841 | 422,997 | |||||||||||||||||||
| Equity (loss) income | (121) | 666 | 2,152 | 2,916 | |||||||||||||||||||
Calendar-Ship-Days (2) | 4,580 | 4,784 | 13,691 | 13,964 | |||||||||||||||||||
(1)This is a non-GAAP financial measure. Please refer to "Item 2 – Management's Discussion and Analysis of Financial Condition and Results of Operations - Non-GAAP Financial Measure" for a definition and reconciliation of this non-GAAP financial measure to the most directly comparable financial measure calculated and presented in accordance with GAAP.
(2)Calendar-ship-days presented relate to only owned and chartered-in consolidated vessels.
Net Revenues. Net revenues were $149.3 million and $567.6 million for the three and nine months ended September 30, 2024, respectively, compared to $172.6 million and $695.6 million for the same periods in the prior year.
The decreases for the three and nine months ended September 30, 2024 compared to the same periods in the prior year were primarily the result of:
•decreases of $11.5 million and $108.9 million for the three and nine months ended September 30, 2024, respectively, due to lower overall average realized spot rates earned by Teekay Tankers' Suezmax tankers and Aframax / LR2 tankers compared to the same periods in the prior year;
•net decreases of $7.3 million and $20.2 million for the three and nine months ended September 30, 2024, respectively, due to the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and the first quarter of 2024, partially offset by the addition of three Aframax / LR2 chartered-in tankers that were delivered to Teekay Tankers during the first quarter of 2023 and the acquisition of one Aframax / LR2 tanker in the third quarter of 2024; and
•decreases of $6.9 million and $7.1 million for the three and nine months ended September 30, 2024, respectively, due to more off-hire days related to the timing of scheduled dry dockings compared to the same period in the prior year;
partially offset by:
•an increase of $2.2 million for the nine months ended September 30, 2024 due to one extra calendar day compared to the same period in the prior year;
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•an increase of $1.7 million for both three and nine months ended September 30, 2024 due to payments related to commercial claims from charterers, received during the third quarter of 2023;
•a net increase of $1.2 million for the nine months ended September 30, 2024 primarily due to certain vessels returning from time charter-out contracts during the first quarter of 2023 and the second quarter of 2024 and earning a higher average rate compared to the previous rate; and
•increases of $0.8 million and $3.0 million for the three and nine months ended September 30, 2024, respectively, due to a higher volume of STS support service activities compared to the same periods in the prior year.
Vessel Operating Expenses. Vessel operating expenses were $38.1 million and $113.9 million for the three and nine months ended September 30, 2024, respectively, compared to $36.4 million and $112.3 million for the same periods in the prior year.
The increases for the three and nine months ended September 30, 2024 compared to the same periods in the prior year were primarily the result of:
•increases of $2.2 million and $3.6 million for the three and nine months ended September 30, 2024, respectively, resulting from higher costs for maintenance and communication services, as well as higher compensation expenditures for ship management; and
•an increase of $0.7 million for the nine months ended September 30, 2024 related to higher costs for insurance and crew-related expenditures;
partially offset by:
•net decreases of $0.3 million and $2.6 million for the three and nine months ended September 30, 2024, respectively, resulting from the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and the first quarter of 2024, as well as the acquisition of one Aframax / LR2 vessel in the third quarter of 2024.
Time-charter Hire Expenses. Time-charter hire expenses were $18.5 million and $57.7 million for the three and nine months ended September 30, 2024, respectively, compared to $19.4 million and $51.0 million for the same periods in the prior year.
The fluctuations for the three and nine months ended September 30, 2024 compared to the same periods in the prior year were primarily the result of:
•a decrease of $1.6 million for both three and nine months ended September 30, 2024 resulting from the redelivery of two chartered-in tankers to their owners during the third quarter of 2024;
•increases of $0.9 million and $2.9 million for three and nine months ended September 30, 2024, respectively, resulting from an increase in daily hire rates for certain Aframax / LR2 tankers after extending their chartered-in contracts during the second half of 2023 and first half of 2024;
•an increase of $4.2 million for nine months ended September 30, 2024 resulting from the addition of three Aframax / LR2 chartered-in tankers that were delivered to Teekay Tankers during the first quarter of 2023; and
•an increase of $1.1 million for nine months ended September 30, 2024 due to more hire days for chartered-in tankers during the first three quarters of 2024 resulting from the timing of scheduled dry dockings.
Depreciation and Amortization. Depreciation and amortization were $23.4 million and $69.1 million for the three and nine months ended September 30, 2024, respectively, compared to $24.6 million and $72.9 million for the same periods in the prior year. The decreases were primarily due to one Aframax / LR2 tanker and one Suezmax tanker being classified as held for sale since the first quarter of 2024, as well as the sale of two Aframax / LR2 tankers during the fourth quarter of 2023 and first quarter of 2024, partially offset by the acquisition of one Aframax / LR2 tanker in the third quarter of 2024.
General and Administrative Expenses. General and administrative expenses were $10.9 million and $38.7 million for the three and nine months ended September 30, 2024, respectively, compared to $10.7 million and $35.1 million for the same periods in the prior year. The increases were primarily due to higher expenditures related to compensation, benefits and payroll taxes.
Gain on Sale of Vessel. The gain on sale of vessel of $11.6 million for the nine months ended September 30, 2024 was related to the sale of one Aframax / LR2 tanker in February 2024.
Restructuring Charges. Restructuring charges were $6.0 million for the three and nine months ended September 30, 2024, compared to $nil and $1.2 million for the same periods in the prior year. The restructuring charges for the three and nine months ended September 30, 2024 were related to changes made to Teekay Tankers' senior management team. Restructuring charges for the nine months ended September 30, 2023, were related to organizational changes made to Teekay Tankers' commercial and technical operations teams.
Equity (Loss) Income. There was an equity loss of $0.1 million and equity income of $2.2 million for the three and nine months ended September 30, 2024, respectively, compared to equity income of $0.7 million and $2.9 million for the same periods in the prior year. The change in results was primarily due to lower spot rates realized by Teekay Tankers' 50% ownership interest in a VLCC, which has been trading in a third-party managed VLCC pooling arrangement, as well as off-hire days resulting from repairs completed in the third quarter of 2024.
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Tanker Market
Mid-size crude tanker spot rates fell seasonally during the third quarter of 2024 but remained well above long-term average levels. Lower crude oil export volumes due to seasonal and various short-term factors led to reduced tanker tonne-mile demand through summer while the onset of autumn refinery maintenance also impacted demand towards the end of the quarter. However, rates have firmed at the start of the fourth quarter of 2024, in line with seasonal norms, and we expect rates to remain well supported through the winter.
Seaborne crude oil trade flows declined by approximately 1 million barrels per day (or mb/d) during the third quarter of 2024. OPEC+ supply cuts continued to weigh on volumes from the Middle East, compounded by reduced exports from Saudi Arabia as more oil was used domestically for power generation. Lower exports from the North Sea and Brazil due to offshore oilfield maintenance and lower volumes from the U.S. Gulf due to adverse weather and high domestic demand also weighed on crude tanker demand. Finally, volumes from Libya declined during September as a dispute between the two regional governments cut exports in half. However, most of these supply issues seem to be in the process of being resolved, and we expect a steady increase in seaborne crude oil trade volumes through the remainder of the year which, coupled with normal seasonal weather delays, should support crude tanker spot rates in the coming months.
Global oil demand is projected to grow by 1.2 mb/d in 2024 and 1.3 mb/d in 2025 as per the average of forecasts from the International Energy Agency (or IEA), the U.S. Energy Information Administration (or EIA) and OPEC. This is lower than last quarter’s forecast, primarily due to lower-than-expected Chinese oil demand. However, the Chinese government recently announced an economic stimulus package which could lead to a recovery in local oil demand and, therefore, crude oil import volumes by China.
Oil supply from non-OPEC+ countries is projected to increase by 1.5 mb/d in both 2024 and 2025 as per the IEA, with the majority of growth led by the United States, Brazil, Guyana, and Canada. Export growth from Canada is being supported by the commencement in May 2024 of operations of the Trans Mountain Pipeline Expansion (or TMX), which has averaged around 20 Aframax loadings per month, with volumes largely flowing to the U.S. West Coast and Asia. In addition to higher non-OPEC+ supply, volumes from the OPEC+ group could rise from December 2024 onwards as the group has announced plans to start unwinding 2.2 mb/d of voluntary production cuts over the course of the next 12 months, although the pace of the unwind will likely depend on future oil demand and price developments in the coming months.
Geopolitical events continue to shape crude oil trade flows, particularly in the Middle East, where ongoing attacks on shipping in the Red Sea region are causing a large number of tankers, particularly in the product sector, to divert around the Cape of Good Hope, thereby adding to voyage distances and boosting tanker tonne-mile demand. Recent events in the Middle East have the potential to further destabilize the region, which could impact oil production and shipping should they escalate. The full effects of any such disruption are uncertain, but they have the potential to further add to tanker market volatility in the near-term.
2024 remains on track to be one of the lowest years for new tanker deliveries in recent history, with just 5.3 million deadweight tons (or mdwt) delivered during the first nine months of the year. Deliveries are set to increase in 2025 and 2026 due to new vessel orders placed over the past 18-24 months; however, at just under 13% of the existing fleet, the global orderbook is still well below the long-term average of around 20%. Furthermore, forward orderbook cover at the major shipyards currently stretches three years or more with a lack of available shipyard capacity until the second half of 2027. In addition, the global tanker fleet continues to get older, with the average age of the tanker fleet currently at its highest level since 2002. We believe the combination of a modest orderbook, limited shipyard capacity, and an aging fleet should ensure that tanker fleet growth remains at relatively low levels over the next two to three years.
In sum, we expect a period of firm tanker rates in the coming months due to an anticipated rebound in global seaborne crude oil trade volumes and normal seasonality through the winter. We believe that the medium-term outlook continues to look positive due to supportive tanker demand and supply fundamentals, with geopolitical events adding a further layer of volatility.
Teekay Parent
Teekay Parent's Marine Services and Other segment contains Teekay Parent's Australian operations, which provide operational and maintenance marine services in Australia to the Australian government, to another third-party, and, commencing in the fourth quarter of 2024, to Teekay Tankers for a bunker tanker, and Teekay Parent's corporate general and administrative expenses. As at September 30, 2024, Teekay Parent had no direct interests in any vessels or FPSO units.
In October 2024, Teekay Parent and Teekay Tankers reached an agreement related to (a) the sale of Teekay Parent's Australian operations to Teekay Tankers for a purchase price of $65.0 million plus any working capital adjustments, and (b) the transfer to Teekay Tankers of all of Teekay Parent's management service companies not currently owned by Teekay Tankers for a purchase price equal to the working capital value of the entities being transferred. These transactions, which are subject to customary closing conditions, are expected to be completed by December 31, 2024.
In October 2024, Teekay's Board of Directors declared a one-time special cash dividend in the amount of $1.00 per outstanding common share. This dividend is payable on December 18, 2024 to all Teekay shareholders of record on December 4, 2024.
In September 2024, Teekay Parent purchased 373,228 of Teekay Tankers Class A common shares through open market purchases for $21.3 million at an average price of $56.98 per share. During October 2024, Teekay Parent purchased 476,304 of Teekay Tankers Class A common shares through open market purchases for $28.7 million at an average price of $60.33 per share increasing Teekay's economic and voting control of Teekay Tankers to 31.0% and 55.1%, respectively.
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Teekay Parent delivered its last 100%-owned FPSO unit, the Petrojarl Foinaven, to a European-based shipyard for green recycling in October 2022. The green recycling of the FPSO unit was completed in the third quarter of 2024.
Operating Results – Teekay Parent
The following tables compare Teekay Parent’s operating results for the three and nine months ended September 30, 2024 and 2023:
| Marine Services and Other | Marine Services and Other | ||||||||||||||||||||||
| (in thousands of U.S. Dollars) | Three Months ended | Nine Months Ended | |||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Revenues | 29,341 | 25,824 | 85,597 | 74,622 | |||||||||||||||||||
| Vessel operating expenses | (26,872) | (23,021) | (74,798) | (68,053) | |||||||||||||||||||
General and administrative expenses (1) | (2,742) | (3,124) | (9,727) | (10,379) | |||||||||||||||||||
| Restructuring charges | — | — | — | (429) | |||||||||||||||||||
| Income (loss) from vessel operations | (273) | (321) | 1,072 | (4,239) | |||||||||||||||||||
(1)Includes direct general and administrative expenses and indirect general and administrative expenses allocated to Teekay Parent based on estimated use of corporate resources.
The results from vessel operations for Teekay Parent’s Marine Services and Other segment were a loss of $0.3 million and income of $1.1 million for the three and nine months ended September 30, 2024, respectively, compared to losses from vessel operations of $0.3 million and $4.2 million, respectively, for the same periods in the prior year. The changes in results were primarily due to increases in income from vessel operations of $4.4 million for the nine months ended September 30, 2024, from our ship management services in Australia.
Other Consolidated Operating Results
The following table compares our other consolidated operating results for the three and nine months ended September 30, 2024 and 2023:
| (in thousands of U.S. Dollars) | Three Months ended | Nine Months Ended | |||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Interest expense | (844) | (6,461) | (6,744) | (23,794) | |||||||||||||||||||
| Interest income | 9,958 | 6,652 | 28,766 | 17,006 | |||||||||||||||||||
| Other - net | 1,378 | (95) | 2,431 | (2,857) | |||||||||||||||||||
| Income tax (expense) recovery | (457) | 2,109 | (1,399) | (9,583) | |||||||||||||||||||
Interest expense. Interest expense decreased to $0.8 million and $6.7 million for the three and nine months ended September 30, 2024, respectively, compared to $6.5 million and $23.8 million for the same periods in the prior year primarily due to Teekay Tankers' repurchase of 11 Aframax / LR2 tankers and 16 Suezmax tankers during 2023 and the first quarter of 2024, all of which were previously held under sale-leaseback arrangements and due to the maturity of Teekay's 5% Convertible Senior Notes (or Convertible Notes) in January 2023 (see "Item 1 – Financial Statements: Note 7 – Long-Term Debt" for further details).
Interest income. Interest income increased to $10.0 million and $28.8 million for the three and nine months ended September 30, 2024, respectively, compared to $6.7 million and $17.0 million for the same periods in the prior year. The increases were primarily due to higher cash balances earning higher interest rates.
Other - net. Other - net changed to other income of $1.4 million and $2.4 million for the three and nine months ended September 30, 2024, respectively, compared to other expenses of $0.1 million and $2.9 million for the same periods in the prior year. The changes were primarily due to a non-cash expense relating to the sale of pension-related assets and obligations during the three months ended September 30, 2023, a recovery related to the settlement of a claim in the third quarter of 2024, and premiums paid by Teekay Tankers in relation to certain vessels previously under sale-leaseback arrangements during the first three quarters of 2023.
Income tax (expense) recovery. Income tax expenses were $0.5 million and $1.4 million for the three and nine months ended September 30, 2024, respectively, compared to a recovery of $2.1 million and expense of $9.6 million for the same periods in the prior year. The fluctuations were primarily due to Teekay Tankers' reversal of, and a lower accrual for, certain freight tax liabilities based on an assessment of its tax position for certain jurisdictions, a higher recovery related to the expiry of the limitation period in a certain jurisdiction, as well as changes in vessel trading activities. In addition, there were higher tax expenses from an increase in net income primarily related to our Australian operations for the three and nine months ended September 30, 2024, compared to the same periods in the prior year.
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LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Capital
Teekay Parent
As of the date of this filing, Teekay Parent primarily generates cash flows from managing vessels for the Australian government, from providing management services to Teekay Tankers and certain third parties, from dividends received from Teekay Tankers and from interest income related to our short-term investments and cash and cash equivalent balances. Teekay Parent's other potential sources of funds are borrowings under credit facilities and proceeds from issuances of debt or equity securities. As at September 30, 2024, Teekay Parent had no remaining debt securities outstanding, as described in "Item 1 – Financial Statements: Note 7 – Long-Term Debt". Teekay has agreed to the sale and transfer to Teekay Tankers of its Australian operations and its remaining management services companies (see (see "Item 1 – Financial Statements: Note 19(d) – Subsequent Events" for further details).
Teekay Parent's primary uses of cash include the payment of operating expenses, funding general and administrative expenses, other working capital requirements, and dividend payments on Teekay Corporation's common shares. As at September 30, 2024, Teekay Parent had $281.1 million in cash, cash equivalents and short-term investments, which are comprised of bank deposits and short-term debt securities issued by the United States government.
In August 2022, Teekay announced that its Board of Directors had authorized the repurchase of up to $30 million of Teekay common shares in the open market and certain other transactions. Following the completion of this share repurchase program in March 2023, Teekay's Board of Directors authorized three additional share repurchase programs in March 2023, June 2023 and September 2024 for the repurchase of up to an additional $30 million, $25 million and $40 million, respectively, of Teekay common shares in the open market, through privately-negotiated transactions and by any other means permitted under the rules of the SEC. In October 2024, Teekay's Board of Directors authorized an additional share repurchase program of up to $40 million.
During the nine months ended September 30, 2024, Teekay Parent repurchased 4,213,682 Teekay common shares for $35.4 million, or an average price of $8.41, including transactions costs, pursuant to Teekay's repurchase programs. As at September 30, 2024 and prior to authorization of the October 2024 repurchase program, the total remaining share repurchase authorization was $23.8 million. During October 2024, Teekay Parent repurchased 2,703,233 common shares for $23.8 million, or an average of $8.81 per share, pursuant to the share repurchase program.
In October 2024, Teekay's Board of Directors declared a one-time special cash dividend in the amount of $1.00 per outstanding common share. This dividend is payable on December 18, 2024 to all Teekay shareholders of record on December 4, 2024.
In the three months ended September 30, 2024, Teekay Parent purchased 373,228 of Teekay Tankers Class A common shares through open market purchases for $21.3 million at an average price of $56.98 per share. During October 2024, Teekay Parent purchased 476,304 of Teekay Tankers Class A common shares through open market purchases for $28.7 million at an average price of $60.33 per share.
Teekay Tankers
Teekay Tankers generates cash flows primarily from chartering out its vessels. Teekay Tankers employs a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters and full service lightering (or FSL) contracts to reduce potential downside risks. Teekay Tankers' short-term charters and spot market tanker operations contribute to the volatility of its net operating cash flow, and thus may impact its ability to generate sufficient cash flows to meet its short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. In addition, tanker spot markets historically have exhibited seasonal variations in charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling. However, there can be other factors that override typical seasonality, such as global oil trade routes and tonne-mile demand being impacted by Russia's invasion of Ukraine.
While exposure to the volatile spot market is the largest potential cause for changes in Teekay Tankers' net operating cash flow from period to period, variability in its net operating cash flow also reflects changes in interest rates, fluctuations in working capital balances, the timing and the amount of dry-docking expenditures, repairs and maintenance activities, the average number of vessels in service, including chartered-in vessels, and vessel acquisitions or vessel dispositions, among other factors. The number of vessel dry dockings varies each period depending on vessel maintenance schedules.
Teekay Tankers' other primary sources of cash are long-term bank borrowings, lease or equity financings, and the proceeds from the sales of its older vessels.
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As of September 30, 2024, Teekay Tankers has one credit facility, the 2023 Revolver, and it had no vessels subject to financing leases. Teekay Tankers' 2023 Revolver is described in "Item 1 - Financial Statements: Note 7 – Long-Term Debt" of this report. The 2023 Revolver contains covenants and other restrictions that Teekay Tankers believes are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from: incurring or guaranteeing additional indebtedness; making certain negative pledges or granting certain liens; and selling, transferring, assigning or conveying assets. Teekay Tankers' 2023 Revolver requires it to maintain certain financial covenants. The terms of and compliance with these financial covenants are described in further detail in "Item 1 - Financial Statements: Note 7 – Long-Term Debt" of this report. If Teekay Tankers does not meet these financial or other covenants, the lenders may declare Teekay Tankers' obligations under the agreement immediately due and payable and terminate any further loan commitments, which depending upon Teekay Tankers' other liquidity at the time, could significantly affect its short-term liquidity requirements. As at September 30, 2024, Teekay Tankers was in compliance with all covenants under its 2023 Revolver.
Teekay Tankers' 2023 Revolver requires it to make interest payments based on the Secured Overnight Financing Rate (or SOFR) plus a margin. Depending upon the amount of Teekay Tankers' floating-rate credit facility and balance from time to time, significant increases in interest rates could adversely affect its results of operations and its ability to service its debt. From time to time, Teekay Tankers uses interest rate swaps to reduce its exposure to market risk from changes in interest rates. As at September 30, 2024, Teekay Tankers was not committed to any interest rate swap agreements.
Teekay Tankers' primary uses of cash include the payment of operating expenses, dry-docking expenditures, costs associated with modifications to its vessels, funding its other working capital requirements, dividend payments on Teekay Tankers' common shares, repurchase of common shares under its share repurchase program, providing funding to its equity-accounted joint venture from time to time, debt servicing costs, as well as scheduled repayments of long-term debt. In addition, Teekay Tankers may use cash to acquire new or second-hand vessels. The timing of the acquisition of vessels depends on a number of factors, including newbuilding prices, second-hand vessel values, the age, condition and size of its existing fleet, the commercial outlook for its vessels and other considerations. As such, vessel acquisition activity may vary significantly from year to year.
Cash Flows
The following table summarizes our consolidated cash flows for the periods presented:
| (in thousands of U.S. Dollars) | Nine Months Ended September 30, | ||||||||||
| 2024 | 2023 | ||||||||||
| Net operating cash flows | 406,605 | 495,851 | |||||||||
| Net financing cash flows | (266,257) | (508,556) | |||||||||
| Net investing cash flows | 71,202 | 112,715 | |||||||||
Operating Cash Flows
Our consolidated net cash flow from operating activities fluctuates primarily as a result of changes in vessel utilization and TCE rates, changes in interest rates, fluctuations in working capital balances, the timing and amount of dry-docking expenditures, repairs and maintenance activities, vessel additions and dispositions, and foreign currency exchange rates. Historically, Teekay Tankers' exposure to the spot tanker market has contributed significantly to fluctuations in its and our operating cash flows as a result of highly cyclical spot tanker rates.
Consolidated net operating cash flow decreased to $406.6 million for the nine months ended September 30, 2024, from $495.9 million for the nine months ended September 30, 2023. This decrease to operating cash flows was primarily due to a $142.8 million decrease in income from operations (before depreciation and amortization and gain on sale of assets), and a $13.4 million increase in expenditures for dry docking, partially offset by a $42.9 million decrease in cash outflows related to changes in net working capital and a $24.7 million decrease in net interest expense compared to the same period in 2023. For a further discussion of changes in income from operations from our businesses, please read “Item 2 - Recent Developments and Results of Operations”.
Financing Cash Flows
At times, we use our credit facilities to partially finance capital expenditures. We actively manage the maturity profile of our outstanding financing arrangements. We had no net proceeds from or prepayments of long-term debt in the nine months ended September 30, 2024, compared to issuance costs, net of proceeds and prepayments, of $4.5 million in the same period last year. Our scheduled debt repayments decreased by $21.2 million to $nil in the nine months ended September 30, 2024, compared to the same period last year, due to the maturity of our remaining Convertible Notes in 2023.
During the nine months ended September 30, 2024, Teekay Tankers made prepayments of $137.0 million on its finance lease obligations, compared to $364.2 million, in the same period last year.
During the nine months ended September 30, 2024, Teekay repurchased approximately 4.2 million of its common shares (September 30, 2023 - 8.3 million) for $35.4 million (September 30, 2023 - $46.7 million), or an average price of $8.39 per share (September 30, 2023 - $5.63).
During the nine months ended September 30, 2024, Teekay Tankers paid cash dividends to non-controlling interests of $67.3 million, compared to $36.5 million in the same period last year.
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During the nine months ended September 30, 2024, Teekay purchased an additional 0.4 million (September 30, 2023 - 0.1 million) of Teekay Tankers' A common shares through open market purchases of $21.3 million (September 30, 2023 - $4.8 million) at an average price of $56.98 (September 30, 2023 - $35.95)
Investing Cash Flows
During the nine months ended September 30, 2024, we reduced our short-term investments by $120.3 million, Teekay Tankers purchased an Aframax / LR2 tanker for $70.5 million, Teekay Tankers incurred capital expenditures for vessels and equipment of $4.5 million and Teekay Tankers received proceeds of $23.4 million from the sale of one Aframax / LR2 tanker.
During the nine months ended September 30, 2023, we reduced our short-term investments by $114.8 million, Teekay Tankers received repayments of $3.9 million from its equity-accounted joint venture and Teekay Tankers incurred capital expenditures for vessels and equipment of $6.0 million.
Liquidity
We separately manage the liquidity for Teekay Parent and Teekay Tankers. As such, the discussion of liquidity that follows is broken down into these two groups. The primary objectives of Teekay Parent and Teekay Tankers' cash management policies are to preserve capital and seek to ensure that cash investments can be sold readily and efficiently and provide an appropriate return.
Teekay Parent
Teekay Parent’s primary sources of liquidity are its existing cash and cash equivalents, short-term investments, cash dividends paid by Teekay Tankers on its outstanding Class A and B common shares, and, until Teekay Parent disposes of its Australian operations and management service companies, cash flows provided by operations. The primary objectives of Teekay Parent’s cash management policy are to preserve capital, to seek to ensure that cash investments can be sold readily and efficiently, and to provide an appropriate return.
Teekay Parent’s total liquidity, including cash, cash equivalents and short-term investments was $281.1 million as at September 30, 2024, compared to $287.4 million as at December 31, 2023. This decrease was primarily the result of Teekay Parent's common share repurchases and purchases of Teekay Tankers Ltd.'s Class A common shares during the nine months ended September 30, 2024, partially offset by the receipt of cash dividends from Teekay Tankers, interest income and income from vessel operations during such period.
Teekay Parent has no contractual obligations as at September 30, 2024, that relate to the 12-month period following such date and those in subsequent periods. For at least the one-year period following the date of this report, we expect that Teekay Parent's existing liquidity, combined with expected cash flow from operations, will be sufficient to meet our cash requirements.
Teekay Tankers
Teekay Tankers' primary sources of liquidity are cash and cash equivalents, net operating cash flow, its undrawn credit facility, and capital raised through financing transactions. The primary objectives of Teekay Tankers' cash management policy are to preserve capital, to ensure that cash investments can be sold readily and efficiently, and provide an appropriate return. The nature and extent of amounts that can be borrowed under Teekay Tankers' 2023 Revolver are described in "Item 1 - Financial Statements: Note 7 – Long-Term Debt" of this report.
For information on Teekay Tankers' dividend policy and share repurchase program, please see "Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources" in "Item 5 – Operating and Financial Review and Prospects" in our Annual Report on Form 20-F for the year ended December 31, 2023.
Teekay Tankers' total consolidated liquidity, including cash, cash equivalents and undrawn credit facility, increased by $63.7 million during the nine months ended September 30, 2024, from $687.1 million as at December 31, 2023 to $750.8 million as at September 30, 2024. The net increase during the nine months ended September 30, 2024, was primarily a result of the following events or changes during the first three quarters of 2024; $384.4 million of net operating cash inflow during the first three quarters of 2024; $23.4 million received from the sale of one Aframax / LR2 tanker; $2.9 million of proceeds received upon the exercise of stock options and $2.5 million of loan repayments from the equity-accounted joint venture; partially offset by a $137.0 million payment for the repurchase of eight Suezmax tankers that were previously under sale-leaseback arrangements; $94.2 million of cash dividends paid on common shares; $70.5 million paid for the acquisition of one Aframax / LR2 tanker; $33.9 million of reduction in the borrowing capacity of the 2023 Revolver; $5.2 million of scheduled repayments of obligations related to finance leases and $4.5 million of expenditures for capital upgrades for vessels and equipment.
Teekay Tankers' 2023 Revolver matures in May 2029, and there was no amount outstanding under the facility as at September 30, 2024. Teekay Tankers' ability to refinance its 2023 Revolver will depend upon, among other things, the estimated market value of its vessels, Teekay Tankers' financial condition, and the condition of credit markets at such time. In addition, as at September 30, 2024, Teekay Tankers' did not have any capital commitments related to the acquisition of new or second-hand vessels. However, approximately 50% of Teekay Tankers' fleet is currently aged 15 years and older, and Teekay Tankers may continue the process of fleet renewal in the coming years. Teekay Tankers expects that any fleet renewal expenditures will be funded using the undrawn revolving credit facility, cash on hand and new financing arrangements, including bank borrowings, finance leases and potentially the issuance of debt and equity securities.
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Teekay Tankers anticipates that its liquidity as at September 30, 2024, combined with cash it expects to generate during the 12 months following the date of this report, will be sufficient to meet its cash requirements for at least the one-year period following the date of this report.
The following table summarizes Teekay Tankers' other contractual obligations as at September 30, 2024:
| 12 Months Following September 30, 2024 | Remainder of | Beyond | ||||||||||||||||||||||||||||||||||||||||||
| (in millions of U.S. Dollars) | Total | 2025 | 2026 | 2027 | 2028 | 2028 | ||||||||||||||||||||||||||||||||||||||
U.S. Dollar-Denominated Obligations | ||||||||||||||||||||||||||||||||||||||||||||
Chartered-in vessels (operating leases)(1)(2) | 109.9 | 51.3 | 8.1 | 21.1 | 13.5 | 8.5 | 7.4 | |||||||||||||||||||||||||||||||||||||
| Total | 109.9 | 51.3 | 8.1 | 21.1 | 13.5 | 8.5 | 7.4 | |||||||||||||||||||||||||||||||||||||
(1)Excludes payments required if Teekay Tankers exercises options to extend the terms of chartered-in leases signed as of September 30, 2024.
(2)Includes one bunker tanker expected to deliver to Teekay Tankers in the fourth quarter of 2024 under a four and a half year bareboat-in contract.
Other risks and uncertainties related to Teekay Tankers' liquidity include changes to income tax legislation or the resolution of uncertain tax positions relating to freight tax liabilities as outlined in "Item 1 – Financial Statements: Note 15 – Income Tax (Expense) Recovery" of this report, which could have a significant financial impact on Teekay Tankers' business, which it cannot predict with certainty at this time. In addition, as at September 30, 2024, Teekay Tankers' High-Q joint venture had a loan outstanding with a financial institution with a balance of $17.8 million, and Teekay Tankers guarantees 50% of the outstanding loan balance. Finally, existing or future climate control legislation, or other regulatory initiatives that restrict emissions of greenhouse gases, could have a significant financial and operational impact on Teekay Tankers' business, which it cannot predict with certainty at this time. Such regulatory measures could increase Teekay Tankers' costs related to operating and maintaining its vessels and require Teekay Tankers to install new emission controls, acquire allowances or pay taxes related to its greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. The inclusion of the maritime industry in the EU ETS as of January 1, 2024, requires Teekay Tankers to acquire allowances related to Teekay Tankers' greenhouse gas emissions as outlined in "Item 1 – Financial Statements: Note 1 – Basis of Presentation", "Item 1 – Financial Statements: Note 5 – Intangible Assets" and "Item 1 – Financial Statements: Note 6 – Accrued Liabilities and Other and Other Long-Term Liabilities" of this report. In addition, increased regulation of greenhouse gases may, in the long-term, lead to reduced demand for oil and reduced demand for Teekay Tankers' services.
CRITICAL ACCOUNTING ESTIMATES
We prepare our consolidated financial statements in accordance with GAAP, which require us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments in an effort to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions that we consider to be the most critical to an understanding of our consolidated financial statements because they inherently involve significant judgments and uncertainties, are discussed in “Item 5 – Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2023. There have been no significant changes to these estimates and assumptions in the nine months ended September 30, 2024.
NON-GAAP FINANCIAL MEASURE
Net Revenues
Net revenues is a non-GAAP financial measure. Consistent with general practice in the shipping industry, we use “net revenues” (defined as income from operations before vessel operating expenses, time-charter hire expenses, depreciation and amortization, general and administrative expenses, gain or loss on sale and write-down of assets, and restructuring charges) as a measure of equating revenues generated from voyage charters to revenues generated from time charters, which assists us in making operating decisions about the deployment of our vessels and their performance. Since under time charters the charterer pays the voyage expenses, whereas under voyage charters, the ship-owner pays these expenses, we include voyage expenses in net revenues. Some voyage expenses are fixed, and the remainder can be estimated. If we, as the ship owner, pay the voyage expenses, we typically pass the approximate amount of these expenses on to our customers by charging higher rates to them. As a result, although revenues from different types of contracts may vary, the net revenues are comparable across the different types of contracts. We principally use net revenues because it provides more meaningful information to us than income from operations, the most directly comparable GAAP financial measure. Net revenues is also widely used by investors and analysts in the shipping industry for comparing financial performance between companies and to industry averages. The following table reconciles Teekay Tankers' net revenues with income from operations from the conventional tanker segment:
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| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands of U.S. Dollars) | 2024 | 2023 | 2024 | 2023 | |||||||||||||||||||
| Teekay Tankers - Conventional Tankers Segment | |||||||||||||||||||||||
| Income from operations | 52,465 | 81,575 | 293,841 | 422,997 | |||||||||||||||||||
| Add (subtract) specific items affecting income from operations: | |||||||||||||||||||||||
| Vessel operating expenses | 38,091 | 36,366 | 113,942 | 112,348 | |||||||||||||||||||
| Time-charter hire expenses | 18,465 | 19,378 | 57,651 | 51,014 | |||||||||||||||||||
| Depreciation and amortization | 23,445 | 24,565 | 69,136 | 72,924 | |||||||||||||||||||
| General and administrative expenses | 10,876 | 10,700 | 38,678 | 35,087 | |||||||||||||||||||
| Gain on sale of vessel | — | — | (11,601) | — | |||||||||||||||||||
| Restructuring charges | 5,952 | — | 5,952 | 1,248 | |||||||||||||||||||
| Net revenues | 149,294 | 172,584 | 567,599 | 695,618 | |||||||||||||||||||
FORWARD-LOOKING STATEMENTS
This Report on Form 6-K for the three and nine months ended September 30, 2024, contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and our operations, performance and financial condition, including, among others, statements regarding:
•the crude oil and refined product tanker market fundamentals, including the balance of supply and demand in the oil and tanker markets and the volatility of such markets;
•forecasts of worldwide tanker fleet growth or contraction;
•estimated changes in global oil demand and supply;
•future tanker rates and OPEC+ oil production or oil supply levels, and the impact of the OPEC+ group unwinding voluntary production cuts anticipated to start in October 2024;
•the effectiveness of our chartering strategy in capturing upside opportunities and reducing downside risks;
•timing of and our expectations regarding vessel acquisitions and deliveries, vessel refinancing, tanker contracts and potential fleet renewal;
•general domestic and international political conditions and geopolitical conflicts;
•the impact of the conflict in the Middle East, including the Israel-Hamas war and the ongoing attacks on vessels in the Red Sea areas, or the Russia-Ukraine war on the economy, our industry and our business, including as the result of sanctions, import restrictions and other related actions and the persistence of altered trade patterns;
•the impact on us and the shipping industry of environmental regulations, liabilities and developments, including climate change;
•the impact on us and the maritime industry of being included in the EU ETS;
•meeting our going concern requirements and our liquidity needs, and the liquidity needs of Teekay Tankers, anticipated funds and sources of financing for liquidity needs and the sufficiency of cash flows;
•our business strategy and other plans and objectives for future operations, including our expectations regarding our ability to pursue future investments;
•our expectations regarding the covenants in our financing agreements, including the potential effects of financial covenants or restrictions;
•the impact of recent accounting pronouncements on our consolidated financial statements and related disclosures;
•our expectations regarding, and our accounting estimates and the level of expected changes in our provisions for uncertain tax positions relating to freight taxes in the next 12 months;
•our potential future status as a "passive foreign investment company" (or PFIC);
•Teekay Tankers’ and our dividend policy and the declaration or payment of any future dividends on its or our common shares, and Teekay Tankers' and our share repurchase programs and any future repurchases completed pursuant to such programs;
•the occurrence and timing of the completion of the sale of Teekay Parent's Australian operations and other management services companies currently owned by Teekay Parent to Teekay Tankers; and
•expected interest payments on our contractual obligations and the impact on our payment obligations, if we exercise options to extend chartered-in leases.
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Forward-looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future results, performance or achievements, and may contain the words “believe”, “anticipate”, “expect”, “estimate”, “project”, “will be”, “will continue”, “will likely result”, or words or phrases of similar meanings. These statements involve known and unknown risks and are based upon a number of assumptions and estimates that are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. The following factors are among those that could cause actual results to differ materially from the forward-looking statements, which involve risks and uncertainties, and that should be considered in evaluating any such statement; spot tanker market rate fluctuations; changes in oil prices; changes in vessel values; changes in production of or demand for oil or petroleum products, either generally or in particular regions; changes in anticipated levels of vessel newbuilding orders or deliveries or rates of vessel scrapping; non-OPEC+ and OPEC+ production and supply levels; competitive factors in the markets in which we operate; changes to any anticipated decommissioning costs or to any future recycling costs and obligations; loss of any customer, time charter or vessel; changes in the financial stability of our charterers; changes in trading patterns significantly affecting overall vessel tonnage requirements; the timing of implementation of new laws and regulations, including the inclusion of the maritime industry in the EU ETS; political, governmental and economic instability in the regions and markets in which we operate; Teekay Parent's and Teekay Tankers' ability to satisfy the customary closing conditions related to the sale and purchase of Teekay's Australian operations and the management companies currently owned by Teekay Parent; the impact of the geopolitical tensions and conflicts, including the Israel-Hamas war, the Russia-Ukraine war and related sanctions, import and other restrictions; the application of sanctions to us or any of our counterparties or joint venture parties; changes in global economic conditions, including the potential effects of inflation; changes in the typical seasonal variations in tanker charter rates; the outcome of discussions or legal action with third parties relating to any disputes or claims; potential inability to obtain charters; the potential for early termination of long-term contracts and our ability to renew or replace long-term contracts or complete existing contract negotiations; higher than expected operating expenses and/or drydocking expenditures; our levels of available cash and cash reserves and the declaration of any future dividends by our or Teekay Tankers’ Board of Directors; changes in tax regulations or the outcome of tax positions; the amount of our passive assets relative to our average assets for a given year for U.S. federal tax purposes; our future capital expenditure requirements and the inability to secure financing for such requirements; our potential inability to raise financing to refinance debt maturities or refinance our vessels; conditions in the capital markets and lending markets; the availability of future growth opportunities and our potential inability to pursue such opportunities; and other factors discussed in our filings from time to time with the SEC, including in our Annual Report on Form 20-F for the fiscal year ended December 31, 2023. We expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.
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TEEKAY CORPORATION LTD. AND SUBSIDIARIES
SEPTEMBER 30, 2024
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
None.
Item 1A – Risk Factors
In addition to the other information set forth in this Report on Form 6-K, and set forth below in this Item 1A, you should carefully consider the risk factors discussed in Part I, “Item 3. Key Information – Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2023, which could materially affect our business, financial condition or results of operations, the price and value of our securities and Teekay Tankers' ability to pay dividends on its common shares. Unless otherwise indicated in this Item 1A, references herein to “Teekay”, “the Company”, “we”, “us” and “our” and similar terms refer to Teekay Corporation Ltd. and its subsidiaries.
Although we presently do not expect to be a "passive foreign investment company" (or PFIC) for the 2024 tax year, because we and our look-through subsidiaries currently have significant cash assets and may maintain or further increase such cash assets, there is a significant risk that U.S. tax authorities could treat us as a PFIC in 2025 and may treat us as a PFIC in future years, which could have adverse U.S. federal income tax consequences to our U.S. shareholders and other adverse consequences to us and all our shareholders.
A non-U.S. entity treated as a corporation for U.S. federal income tax purposes will be treated as a PFIC for such purposes in any tax year in which, after taking into account the income and assets of the corporation and, pursuant to a “look-through” rule, any other corporation or partnership in which the corporation directly or indirectly owns at least 25% of the stock or equity interests (by value) and any partnership in which the corporation directly or indirectly owns less than 25% of the equity interests (by value) to the extent the corporation satisfies an "active partner" test and does not elect out of "look through" treatment, either (i) at least 75% of its gross income consists of “passive income” (or the PFIC income test) or (ii) at least 50% of the average value of the entity’s assets is attributable to assets that produce or are held for the production of “passive income” (or the PFIC asset test). For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the active conduct of a trade or business. By contrast, income derived from the performance of services does not constitute “passive income.”
For purposes of the PFIC asset test, cash and other current assets readily convertible into cash (or cash assets) are considered to be assets that produce passive income. We have significant cash assets, including our cash assets and cash taken into account pursuant to the “look through” rule described above that is held by Teekay and Teekay Tankers, primarily as a result of the sale of our gas shipping business in 2022 and due to the strong tanker market and resulting earnings over the past several years, respectively. Please read “Item 5 – Operating and Financial Review and Prospects – Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview” in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the U.S. Securities and Exchange Commission on March 15, 2024 (the 2023 Annual Report). At the present time, we do not expect to be treated as a PFIC for the 2024 tax year under the PFIC asset test. However, based on our current estimates and assumptions relating to our current PFIC asset test modeling, including our assumptions on the tanker market, the value of our fleet and our significant cash assets, we forecast that there is a significant risk that we could become a PFIC in 2025 and may be a PFIC in future tax years. In addition, should Teekay Tankers dispose of a certain number of its vessels in 2024 or 2025 for cash without immediately replacing those vessels, we expect that this would further increase the risk that we would become a PFIC in 2025 due to the receipt of cash sale proceeds. Similarly, a decrease in the value of our fleet would increase our risk of becoming a PFIC in 2025. Furthermore, if our ownership of Teekay Tankers falls below 25% of the equity interests (by value), such as by way of us selling equity interests in Teekay Tankers, by way of Teekay Tankers issuing new equity and diluting our ownership, or by way of a merger of Teekay Tankers, based on our current asset portfolio, we expect that the occurrence of any such event would result in us becoming a PFIC in the year in which any such event occurred.
If any of the scenarios set out above were to occur, or any scenario were to occur which resulted in our continued holding of substantial cash or other passive assets or a significant increase of our cash or other passive assets, our PFIC status for 2025, and any future tax year, will depend significantly upon how, and how quickly, we use our cash assets, including the cash proceeds received in connection with any dispositions of our shares in Teekay Tankers, or received by Teekay Tankers from the sale of any of Teekay Tankers’ vessels or from cash generated through vessel operations, and the extent to which we acquire or retain assets that are not considered to produce passive income. Accordingly, there is a significant risk that U.S. tax authorities could treat us as a PFIC in 2025 and may treat us as a PFIC in future years, and there can be no assurance that we will not be a PFIC in 2025 or any future tax years under the PFIC asset test, which could have adverse U.S. federal income tax consequences to U.S. shareholders and may cause the price of our common shares to decline and materially and adversely affect our ability to raise capital on acceptable terms.
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Additionally, with respect to the PFIC income test, there are legal uncertainties involved in determining whether the income derived from our and our look-through subsidiaries' time-chartering activities constitutes rental income or income derived from the performance of services, including the decision in Tidewater Inc. v. United States, 565 F.3d 299 (5th Cir. 2009), which held that income derived from certain time-chartering activities should be treated as rental income rather than services income for purposes of a foreign sales corporation provision of the U.S. Internal Revenue Code of 1986, as amended (or the Code). However, the Internal Revenue Service (or the IRS) stated in an Action on Decision (AOD 2010-01) that it disagrees with, and will not acquiesce to, the way that the rental versus services framework was applied to the facts in the Tidewater decision, and in its discussion stated that the time charters at issue in Tidewater would be treated as producing services income for PFIC purposes. The IRS’s statement with respect to Tidewater cannot be relied upon or otherwise cited as precedent by taxpayers. Consequently, in the absence of any binding legal authority specifically relating to the statutory provisions governing PFICs, there can be no assurance that the IRS or a court would not follow the Tidewater decision in interpreting the PFIC provisions of the Code. Nevertheless, based on our and our look-through subsidiaries’ current assets and operations, we intend to take the position that we are not now and have never been a PFIC by reason of the PFIC income test. No assurance can be given, however, that this position would be sustained by a court if contested by the IRS or that we would not constitute a PFIC by reason of the PFIC income test (or, alternatively, as described above, the PFIC asset test) for the 2025 tax year or any future tax year if there were to be changes in our and our look-through subsidiaries' assets, income or operations.
If we or the IRS were to determine that we are or have been a PFIC for any tax year during which a U.S. Holder (as defined under "Item 10 – Additional Information – Material United States Federal Income Tax Considerations" in our 2023 Annual Report) held our common shares, such U.S. Holder would face adverse U.S. federal income tax consequences. For a more comprehensive discussion regarding the tax consequences to U.S. Holders if we are treated as a PFIC (including, without limitation, certain PFIC-related elections U.S. Holders may be able to make), please see "Item 10 – Additional Information – Material United States Federal Income Tax Considerations” in our 2023 Annual Report.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3 – Defaults Upon Senior Securities
None.
Item 4 – Mine Safety Disclosures
Not applicable.
Item 5 – Other Information
None.
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENT OF THE COMPANY:
•REGISTRATION STATEMENT ON FORM S-8 (FILE NO. 333-282448) FILED WITH THE SEC ON OCTOBER 1, 2024.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TEEKAY CORPORATION LTD. | |||||||||||
| Date: November 1, 2024 | By: | /s/ Brody Speers | |||||||||
| Brody Speers Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
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