| (Mark One) |
| [ ] | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| [ X ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20042005
OR
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| [ ] | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report……………………….. |
Commission file number 1- 12874
TEEKAY SHIPPING CORPORATION
(Exact name of Registrant as specified in its charter)
Republic of The Marshall Islands
(Jurisdiction of incorporation or organization)
TKBayside House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59212, Nassau,
Commonwealth of the Bahamas
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class Common Stock, par value of $0.001 per share | Name of each exchange on which registered New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
82,951,27571,375,593 shares of Common Stock, par value of $0.001 per share.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer [X] Accelerated Filer [ ] Non-Accelerated Filer [ ]
Indicate by check mark which financial statement item the registrant has elected to follow:
Item 17 [ ] Item 18 [X]
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [X]
Page
PART I.
Item 1. Identity of Directors, Senior Management and Advisors.....................Advisors....................... Not applicable
Item 2. Offer Statistics and Expected Timetable...................................Timetable..................................... Not applicable
Item 3. Key Information................................................................. 3Information............................................................. 4
Item 4. Information on the Company......................................................Company.................................................. 9
Item 4A. Unresolved Staff Comments................................................... Not applicable
Item 5. Operating and Financial Review and Prospects....................................Prospects................................ 19
Item 6. Directors, Senior Management and Employees...................................... 29Employees.................................. 33
Item 7. Major Shareholders and Related Party Transactions............................... 33Transactions........................... 37
Item 8. Financial Information........................................................... 34Information....................................................... 38
Item 9. The Offer and Listing........................................................... 34Listing....................................................... 38
Item 10. Additional Information.......................................................... 35Information...................................................... 39
Item 11. Quantitative and Qualitative Disclosures About Market Risk...................... 37Risk.................. 41
Item 12. Description of Securities Other than Equity Securities....................Securities...................... Not applicable
PART II.
Item 13. Defaults, Dividend Arrearages and Delinquencies................................. 39Delinquencies............................. 43
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.... 39Proceeds. 43
Item 15. Controls and Procedures......................................................... 39Procedures..................................................... 43
Item 16A. Audit Committee Financial Expert................................................ 39Expert............................................ 43
Item 16B. Code of Ethics.................................................................. 39Ethics.............................................................. 43
Item 16C. Principal Accountant Fees and Services.......................................... 39Services...................................... 43
Item 16D. Exemptions from the Listing Standards for Audit Committees...................... 40Committees.................. 44
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers.......... 40Purchasers...... 44
PART III.
Item 17. Financial Statements......................................................Statements........................................................ Not applicable
Item 18. Financial Statements............................................................ 40Statements........................................................ 44
Item 19. Exhibits........................................................................ 40Exhibits.................................................................... 45
Signature ................................................................................ 44............................................................................ 46
PART I
This Annual Report should be read in conjunction with the consolidated financial statements and accompanying notes included in this report.
In addition to historical information, this Annual Report contains forward-looking statements that involve risks and uncertainties. Such forward-looking statements relate to future events and our operations, objectives, expectations, performance, financial condition and intentions. When used in this Annual Report, the words “expect,” “intend,” “plan,” “believe,” “anticipate,” “estimate” and variations of such words and similar expressions are intended to identify forward-looking statements. Forward-looking statements in this Annual Report include, in particular, statements regarding: our future growth prospects; tanker market fundamentals, including the balance of supply and demand in the tanker market, and spot tanker charter rates; OPEC and non-OPEC oil production; restructuring charges for 2006; anticipated financial benefits from U.K. leases relating to certain LNG newbuilding carriers; future capital expenditures; delivery dates of and financing for newbuildings, and the commencement of service of newbuildings under long-term time charter contacts; the impact of the Teekay Spain acquisition to our earnings, future cash flow from vessel operations and strategic position; the growth prospects of the LNG shipping sector, including increased competition, and the joint venture company with the former controlling shareholder of Teekay Spain; the initial public offering of Teekay LNG Partners L.P.; the expected impact of IMO regulations and regulations of the European Union Parliament; the expected lifespan of a new LNG carrier; the expected impact of the heightened environmental and quality concerns of insurance underwriters, regulators and charterers; and the growth of the global economy and global oil demand; and the proceeds and gains in the first and second quarters of 2006 relating to the sale of certain of our vessels.demand. 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. Important factors that could cause actual results to differ materially include, but are not limited to: changes in production of or demand for oil, petroleum products and LNG, either generally or in particular regions; the cyclical nature of the tanker industry and our dependence on oil markets; greater or less than anticipated levels of tanker newbuilding orders or greater or less than anticipated rates of tanker scrapping; changes in trading patterns significantly impacting overall tanker tonnage requirements; changes in applicable industry laws and regulations and the timing of implementation of new laws and regulations; changes in typical seasonal variations in tanker charter rates; changes in the offshore production of oil,oil; competitive factors in the markets in which we operate; our potential inability to integrate effectively the operations of Teekay Spain or any other future acquisitions; the potential for early termination of long-term contracts and inability of the Company to renew or replace long-term contracts; shipyard production delays; conditions in the public equity markets; the ultimate number of common units and price per unit, if any, issued by Teekay LNG Partners L.P. in its proposed public offering; and other factors detailed from time to time in our periodic reports.
Forward-looking statements in this Annual Report are necessarily estimates reflecting the judgment of senior management and involve known and unknown risks and uncertainties. These forward-looking statements 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. Accordingly, these forward-looking statements should, be considered in light of various important factors, including those set forth in this Annual Report under the heading “Factors That May Affect Future Results.”
We do not intend to revise any forward-looking statements in order to reflect any change in our expectations or events or circumstances that may subsequently arise. You should carefully review and consider the various disclosures included in this Annual Report and in our other filings made with the SEC that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.
Item 1. Identity of Directors, Senior Management and Advisors
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
Set forth below are selected consolidated financial and other data of Teekay Shipping Corporation together with its subsidiaries (sometimes referred to as “Teekay,” the “Company,” “we” or “us”), for the years ended December 31,2005, 2004, 2003, 2002 2001 and 2000,2001, which have been derived from our consolidated financial statements. The data below should be read in conjunction with the consolidated financial statements and the notes thereto and the Report of Independent Registered Public Accounting Firm therein, with respect to the consolidated financial statements for the years ended December 31,2005, 2004 2003, and 2002,2003, and “Item 5. Operating and Financial Review and Prospects,” included herein.
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States.
Year EndedYear EndedYear EndedYear EndedYear EndedDecember 31,December 31,December 31,December 31,December 31,2005 2004 2003 2002 2001
2000(in thousands, except share and per share data and ratios)
Income Statement Data:
Voyage revenues.................... $1,954,618 $2,219,238 $1,576,095 $783,327$ 783,327 $1,039,056 $893,226
Total operating expenses (1)....... (1,322,842) (1,398,052) (1,283,131) (663,981) (655,593)
(565,551)
Income from vessel operations...... 631,776 821,186 292,964 119,346 383,463
327,675
Interest expense................... (132,428) (121,518) (80,999) (57,974) (66,249)
(74,540)
Interest income.................... 33,943 18,528 3,921 3,494 9,196 13,021
Equity income from joint ventures.. 11,141 13,730 6,970 4,523 17,324 9,546
Gain (loss) on sale of marketable
securities.........................securities..................... - 93,175 517 (1,130) 758
-Foreign exchange gain (loss)....... 59,810 (42,704) (3,855) 3,897 52
Other - net........................ (67,661) (46,009) (14,868) (7,974) (5,682)(33,342) (24,957) (42,154) (18,765) (8,026)
Net income......................... 570,900 757,440 177,364 53,391 336,518 270,020
Per Share Data:
Net income -income-- basic (2)............. $7.30 $9.14 $2.22 $0.67 $4.24
$3.51
Net income -income-- diluted (2)........... 6.83 8.63 2.18 0.66 4.16
3.43
Cash dividends declared (2)........ 0.62 0.51 0.45 0.43 0.43 0.43
Balance Sheet Data (at(at end of year):
Cash and marketable securities..... $ 427,037 $ 387,795 $ 298,255 $ 196,004 $ 223,123$236,984 $427,037 $387,795 $298,255 $196,004
Restricted cash.................... 311,084 448,812 2,672 8,785 7,833
-
Vessels and equipment.............. 3,721,674 3,531,287 2,574,860 2,066,657 2,043,098
1,607,716
Total assets....................... 5,294,100 5,503,740 3,588,044 2,723,506 2,467,781 1,974,099
Total debt (including capital lease
obligations).......................................... 2,432,978 2,744,545 1,636,758 1,130,822 935,702
797,484
Capital stock...................... 471,784 534,938 492,653 470,988 467,341
452,808
Total stockholders' equity......... 2,236,542 2,237,358 1,651,827 1,421,898 1,398,200 1,098,512
Number of outstanding shares of
common stock (2).................................. 71,375,593 82,951,275 81,222,350 79,384,120 79,100,652 78,290,438
Other Financial Data:
Net voyage revenues (3)............ $1,535,449 $1,786,843 $1,181,439 $ 543,872 $ 789,494 $ 644,269$543,872 $789,494
Net operating cash flow............ 609,042 814,704 455,575 179,531 500,086
321,314
Total debt to total
capitalization (4)capitalization(4) (5)....................... 49.1% 54.9% 49.5% 43.9% 39.8% 42.1%
Net debt to total net
capitalization (5)capitalization(5) (6)....................... 42.8% 45.3% 44.5% 36.4% 34.3% 34.3%
Capital expenditures:
Vessel and equipment
purchases, gross (7).......... 548,587 372,433 135,650 184,983 43,512........... $555,142 $548,587 $372,433 $135,650 $184,983
| (1) | Total operating expenses includes vessel |
Year EndedYear EndedYear EndedYear EndedYear EndedDecember 31,December 31,December 31,December 31,December 31,2005 2004 2003 2002 2001
2000(in thousands)
Vessel write-downsand equipment
writedowns and (gain) loss
on sale of vessels.....................vessels.......... $(139,184) $(79,254) $90,389 $- $- $1,004$ - $ -
Restructuring charges....... 2,882 1,002 6,383 - - -
--------------- ---------------- --------------- -------------- --------------
(136,302) (78,252) 96,772 - - 1,004
=============== ================ =============== ============== ==============
| (2) | On May 17, 2004, we effected a two-for-one stock split relating to our common stock. All per share data and number of outstanding shares of common stock give effect to this stock split retroactively. |
| (3) | Consistent with general practice in the shipping industry, we use net voyage revenues (defined as voyage revenues less voyage expenses) 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. Under time charters the charterer pays the voyage expenses, whereas under voyage charter contracts the |
Year EndedYear EndedYear EndedYear EndedYear EndedDecember 31,December 31,December 31,December 31,December 31,2005 2004 2003 2002 2001
2000(in thousands)
Voyage revenues.........revenues............. $1,954,618 $2,219,238 $1,576,095 $783,327 $1,039,056
$893,226
Voyage expenses.........expenses............. (419,169) (432,395) (394,656) (239,455) (249,562)
(248,957)--------------- ---------------- --------------- --------------- ----------------------------- --------------
Net voyage revenues.....revenues......... 1,535,449 1,786,843 1,181,439 543,872 789,494
644,269=============== ================ =============== =============== ============================= ==============
| (4) | Total capitalization represents total debt, minority interest and total stockholders’ equity. |
| (5) | As at December 31, |
| (6) | Net debt represents total debt less cash, cash equivalents, restricted cash and short-term marketable securities. Total net capitalization represents net debt, minority interest and total stockholders’ equity. |
| (7) | Excludes vessels purchased in connection with our acquisitions of Ugland Nordic Shipping AS in 2001, Navion AS in 2003 and Teekay Shipping Spain S.L. (or Teekay Spain) in 2004. Please |
The cyclical nature of the tanker industry causes volatility in our profitability.
Historically, the tanker industry has been cyclical, experiencing volatility in profitability due to changes in the supply of, and demand for, tanker capacity. Increases or decreases in the supply of tankers could have a material adverse effect on our business, financial condition and results of operations. The supply of tanker capacity is influenced by the number and size of new vessels built, older vessels scrapped, converted and lost, the number of vessels that are out of service and regulations that may effectively cause early obsolescence of tonnage. The demand for tanker capacity is influenced by, among other factors: global and regional economic conditions; increases and decreases in production of and demand for crude oil and petroleum products; increases and decreases in OPEC oil production quotas; the distance crude oil and petroleum products need to be transported by sea; and developments in international trade and changes in seaborne and other transportation patterns.
Because many of the factors influencing the supply of and demand for tanker capacity are unpredictable, the nature, timing and degree of changes in tanker industry conditions are also unpredictable.
We depend upon oil markets, changes in which could result in decreased demand for our vessels and services.
Demand for our vessels and services in transporting crude oil and petroleum products depends upon world and regional oil markets. Any decrease in shipments of crude oil in those markets could have a material adverse effect on our business, financial condition and results of operations.Historically, those markets have been volatile as a result of the many conditions and events that affect the price, production and transport of oil, as well as competition from alternative energy sources. A slowdown of the United States and world economies may result in reduced consumption of crude oil and petroleum products and a decreased demand for our vessels and services.
Terrorist attacks, increased hostilities or war could lead to further economic instability, increased costs and disruption of our business.
Terrorist attacks, such as the attacks that occurred in the United States on September 11, 2001, the bombings in Spain on March 11, 2004, the current conflict in Iraq and current and future conflicts, may adversely affect our business, operating results, financial condition, ability to raise capital or future growth. Continuing hostilities in the Middle East may lead to additional armed conflicts or to further acts of terrorism and civil disturbance in the United States, Spain or elsewhere, which may contribute further to economic instability and disruption of oil and liquefied natural gas (orLNG) production and distribution, which could result in reduced demand for our services. In addition, oil and LNG facilities, shipyards, vessels, pipelines and oil and gas fields could be targets of future terrorist attacks. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil and LNG to or from certain locations. Terrorist attacks, war or other events beyond our control that adversely affect the distribution, production or transportation of oil or LNG to be shipped by us could entitle our customers to terminate our charter contracts, which could harm our cash flow and our business.
Our substantial operations outside the United States expose us to political, governmental and economic instability, which could harm our operations.
Because our operations are primarily conducted outside of the United States, they may be affected by economic, political and governmental conditions in the countries where we are engaged in business or where our vessels are registered. Any disruption caused by these factors could harm our business. In particular, we derive a substantial portion of our revenues from shipping oil and LNG from politically unstable regions. Past political conflicts in these regions, particularly in the Arabian Gulf, have included attacks on ships, mining of waterways and other efforts to disrupt shipping in the area. In addition to acts of terrorism, vessels trading in this and other regions have also been subject, in limited circumstances, to piracy. Future hostilities or other political instability in the Arabian Gulf or other regions where we operate or may operate could have a material adverse effect on the growth of our business, results of operations and financial condition. In addition, tariffs, trade embargoes and other economic sanctions by Spain, the United States or other countries against countries in the Middle East, Southeast Asia or elsewhere as a result of terrorist attacks, hostilities or otherwise may limit trading activities with those countries, which could also harm our business.
Our dependence on spot voyages may result in significant fluctuations in the utilization of our vessels and our profitability.
During 20042005 and 2003,2004, we derived approximately 62%51% and 63%62%, respectively, of our net voyage revenues from the vessels in our spot tanker segment. Our spot tanker segment consists of conventional crude oil tankers oil/bulk/ore carriers and product carriers operating on the spot market or subject to time charters or contracts of affreightment priced on a spot-market basis or short-term fixed-rate contracts. We consider contracts that have an original term of less than three years in duration to be short-term. All of our very large crude carrier fleet, and substantially allPart of our conventional Aframax tanker fleet and our large product and small product tanker fleets, and approximately halfsome of our Suezmax tanker fleet are among the vessels included in our spot tanker segment. Due to our dependence on the spot charter market, declining charter rates in a given period generally will result in corresponding declines in operating results for that period. The spot charter market is highly competitive and spot charter rates are subject to significant fluctuations based on tanker and oil supply and demand. Charter rates have varied significantly in the last few years. Future spot charters may not be available at rates that will be sufficient to enable our vessels to be operated profitably or to provide sufficient cash flow to service our debt obligations.
Reduction in oil produced from offshore oil fields could harm our shuttle tanker business.
Demand for our shuttle tankers in transporting crude oil and petroleum products depends upon the amount of oil produced from offshore oil fields, especially in the North Sea, where our shuttle tankers primarily operate. As oil prices increase, the prospect of offshore oil exploration and development of offshore oil fields, which cost more to develop than land oil fields, becomes more attractive to oil companies. However, when oil prices decline, it becomes less attractive for oil companies to explore for oil offshore and develop offshore oil fields. If the amount of oil produced from offshore oil fields declines, especially in the North Sea, our shuttle tanker business could be harmed. In addition, if for environmental or other reasons there is a change in policy towards using pipelines rather than oceangoing vessels in transporting crude oil and petroleum products from offshore oil fields, our shuttle tanker business could be adversely affected, which could have a material adverse effect on our business, financial condition and results of operations. As at December 31, 2004,2005, we had 4140 vessels (including 1213 chartered-in vessels and one tanker held for sale)vessels) in our shuttle tanker fleet. Most of our shuttle tanker revenues are derived from long-term contracts of affreightment. Revenue under most of these contracts depends upon the amount of oil we transport, the production of which is beyond our control and which can vary depending upon the nature of a given oil field and the field operator’s production decisions. Decreased oil production could reduce our revenue under such contracts.
Our growth partially depends on continued growth in demand for LNG and LNG shipping.
A significant portion of our growth strategy focuses on continued expansion in the LNG shipping sector, and, thus,which depends on continued growth in world and regional demand for LNG and LNG shipping and the supply of LNG.
Demand for LNG and LNG shipping could be negatively affected by a number of factors, such as increases in the costs of natural gas derived from LNG relative to the cost of natural gas generally, increases in the production of natural gas in areas linked by pipelines to consuming areas, increases in the price of LNG relative to other energy sources, the availability of new energy sources, and negative global or regional economic or political conditions. Reduced demand for LNG and LNG shipping would have a material adverse effect on future growth of our LNG segment, and could harm that segment’s results.
Growth of the LNG market may be limited by infrastructure constraints and community and environmental group resistance to new LNG infrastructure over concerns about the environment, safety and terrorism. If the LNG supply chain is disrupted or does not continue to grow, or if a significant LNG explosion, spill or similar incident occurs, it could have a material adverse effect on our business, results of operations and financial condition.
The intense competition in our markets may lead to reduced profitability or expansion opportunities.
Our crude oil and product tankers operate in highly competitive markets. Competition arises primarily from other conventional Aframax and shuttle tanker owners, including major oil companies and independent companies. We also compete with owners of other size tankers. Our market share is insufficient to enforce any degree of pricing discipline in the markets in which we operate and our competitive position may erode in the future. Any new markets that we enter could include participants that have greater financial strength and capital resources than we have. We may not be successful in entering new markets.
One of our objectives is to enter into additional long-term, fixed-rate LNG time charters. The process of obtaining new long-term time charters is highly competitive and generally involves an intensive screening process and competitive bids, and often extends for several months. We expect substantial competition for providing marine transportation services for potential LNG projects from a number of experienced companies, including state-sponsored entities and major energy companies affiliated with the LNG project requiring LNG shipping services. Many of these competitors have greater experience in the LNG market and significantly greater financial resources than do we. We anticipate that an increasing number of marine transportation companies, including many with strong reputations and extensive resources and experience will enter the LNG transportation sector. This increased competition may cause greater price competition for time charters. As a result of these factors, we may be unable to expand our relationships with existing customers or to obtain new customers on a profitable basis, if at all, which would have a material adverse effect on our business, results of operations and financial condition.
The loss of any key customer could result in a significant loss of revenue in a given period.
We have derived, and believe that we will continue to derive, a significant portion of our voyage revenues from a limited number of customers. One customer accounted for 20% ($392.2 million) of our consolidated voyage revenues during 2005. The same customer accounted for 17% ($373.7 million) of our consolidated voyage revenues during 2004. The same customer accounted for2004 and 15% ($239.5 million) of our consolidated voyage revenues during 2003. No customer accounted for more than 10% of our consolidated voyage revenue during 2002. The loss of any significant customer or a substantial decline in the amount of services requested by a significant customer could have a material adverse effect on our business, financial condition and results of operations.
The oil tanker industry isand LNG carrier industries are subject to substantial environmental and other regulations, which may significantly increase our expenses.
Our operations are affected by extensive and changing environmental protection laws and other regulations and international conventions. We have incurred, and expect to continue to incur, substantial expenses in complying with these laws and regulations, including expenses for ship modifications and changes in operating procedures. Additional laws and regulations may be adopted that could limit our ability to do business or further increase our costs, which could harm our business.costs. This could have a material adverse effect on our business, financial condition and results of operations.
The United States Oil Pollution Act of 1990 (orOPA 90) in particular has increased our expenses. OPA 90 provides for the phase-in of the exclusive use of double-hull tankers at United States ports, as well as potentially unlimited liability for owners, operators and demise or bareboat charterers for oil pollution in U.S. waters. To comply with the OPA 90, tanker owners generally incur increased costs in meeting additional maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining required insurance coverage. OPA 90 contains financial responsibility requirements for vessels operating in U.S. waters and requires owners and operators of vessels operating in U.S. waters to establish and maintain with the United States Coast Guard evidence of insurance or of qualification as a self-insurer or other evidence of financial responsibility sufficient to meet their potential liabilities under the OPA 90.
Following the example of the OPA 90, the International Maritime Organization (orIMO), the United Nations’ agency for maritime safety, has adopted regulations for tanker design and inspection that are designed to reduce oil pollution in international waters. Most recently, onIn December 9, 2003 the IMO announced regulations accelerating the phase out of single hullsingle-hull tankers. The regulations also impose a more rigorous inspection regime for older tankers and ban the carriage of heavy oils on single-hull tankers. As a result of changes to these regulations, we recorded a non-cash write-down of the book value of certain vessels totalling $56.9 million during the fourth quarter of 2003. The IMO’s accelerated phase out schedule will affect twoWe have subsequently sold all of our existing vessels effectively reducing the economic life of each ofaffected by these vessels.regulations. Please seeread Item 4.4 – Information on the Company: Regulations.
Our shuttle tankers primarily operate in the North Sea. In addition to the regulations imposed by the IMO, countries having jurisdiction over North Sea areas impose regulatory requirements in connection with operations in those areas. These regulatory requirements, together with additional requirements imposed by operators of North Sea oil fields, require that we make further expenditures for sophisticated equipment, reporting and redundancy systems on our shuttle tankers and for the training of seagoing staff. Additional regulations and requirements may be adopted or imposed that could limit our ability to do business or further increase the cost of doing business in the North Sea.
We may not be able to successfully integrate future acquisitions.
A principal component of our strategy is to continue to grow by expanding our business both in the geographic areas and markets where we have historically focused as well as into new geographic areas, market segments and services. We may not be successful in expanding our operations and any expansion may not be profitable. Our strategy of growth through acquisitions including our acquisition in April 2004 of Teekay Spain, involves business risks commonly encountered in acquisitions of companies, including: disruption of our ongoing business; difficulties in integrating the operations, personnel and business culture of acquired companies; difficulties of coordinating and managing geographically separate organizations; adverse effects on relationships with our existing suppliers and customers, and those of the companies acquired; difficulties entering geographic markets or new market segments in which we have no or limited experience; and loss of key officers and employees of acquired companies.
Our failure to effectively integrate businesses we may acquire in the future may harm our business and results of operations.
The process of integrating operations could also cause an interruption of, or loss of momentum in, the activities of one or more of an acquired company’s businesses and our businesses. Members of our senior management may be required to devote considerable amounts of time to this integration process, which willwould decrease the time they will have to manage our business, service existing customers and attract new customers. If our senior management is not ablewere unable to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer.
We may not realize expected benefits from acquisitions, and implementing our strategy of growth through acquisitions may harm our financial condition and performance.
Present and future acquisitionsAcquisitions may not be profitable to us at the time of their completion and may not generate revenues sufficient to justify our investment. In addition, our acquisition growth strategy exposes us to risks that may harm our results of operations and financial condition, including risks that we may: fail to realize anticipated benefits, such as cost-savings, revenue and cash flow enhancements and earnings accretion; decrease our liquidity by using a significant portion of our available cash or borrowing capacity to finance acquisitions; incur additional indebtedness, which may result in significantly increased interest expense or financial leverage, or issue additional equity securities to finance acquisitions, which may result in significant shareholder dilution; incur or assume unanticipated liabilities, losses or costs associated with the business acquired; or incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.
The strain that growth places upon our systems and management resources may harm our business.
Our growth has placed and will continue to place significant demands on our management, operational and financial resources. As we expand our operations, we must effectively manage and monitor operations, control costs and maintain effective quality and control in geographically dispersed markets. Our future growth and financial performance will also depend on our ability to:to recruit, train, manage and motivate our employees to support our expanded operations;operations and continue to improve our customer support, financial controls and information systems.
These efforts may not be successful and may not occur in a timely or efficient manner. Failure to effectively manage our growth and the system and procedural transitions required by expansion in a cost-effective manner could have a material adverse affect on our business.
Our insurance may not be sufficient to cover losses that may occur to our property or as a result of our operations.
The operation of oil tankers and LNG carriers is inherently risky. Although we carry hull and machinery (marine and war risk) protection and indemnity insurance, all risks may not be adequately insured against, and any particular claim may not be paid. In addition, we do not carry insurance on our oil tankersvessels covering the loss of revenues resulting from vessel off-hire time due tobased on its cost compared to our off-hire experience. In the future, we may not continue to maintain off-hire insurance for our LNG carriers. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. Certain of our insurance coverage is maintained through mutual protection and indemnity associations, and as a member of such associations we may be required to make additional payments over and above budgeted premiums if member claims exceed association reserves.
We may be unable to procure adequate insurance coverage at commercially reasonable rates in the future. For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage of pollution. A catastrophic oil spill or marine disaster could result in losses that exceed our insurance coverage, which could harm our business, financial condition and operating results. Any uninsured or underinsured loss could harm our business and financial condition. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our ships failing to maintain certification with applicable maritime self-regulatory organizations.
Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain. In addition, the insurance that may be available to us may be significantly more expensive than our existing coverage.
An incident involving environmental damage or pollution and any of our vessels could harm our reputation and business.
Oil spills related to the sinkings of the tankerErika off the coast of France in 1999 and the tankerPrestigeoff the coast of Spain in 2002, and other tanker-related environmental incidents have created increased demand for modern vessels operated by ship management companies with a reputation for safety and environmental compliance. Any event involving our tankers that results in material environmental damage or pollution could harm our reputation for safety and environmental compliance and decrease the demand for our services, which could harm our business.
Our operating results are subject to seasonal fluctuations.
We operate our tankers in markets that have historically exhibited seasonal variations in demand and, therefore, in charter rates. This seasonality may result in quarter-to-quarter volatility in our results of operations. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere. In addition, unpredictable weather patterns in these months tend to disrupt vessel scheduling. The oil price volatility resulting from these factors has historically led to increased oil trading activities in the winter months. As a result, our revenues have historically been weaker during fiscal quarters ended June 30 and September 30, and, conversely, revenues have been stronger in fiscal quarters ended December 31 and March 31.
We expend substantial sums during construction of newbuildings without earning revenue and without assurance that they will be completed.
We are typically required to expend substantial sums as progress payments during construction of a newbuilding, but we do not derive any revenue from the vessel until after its delivery. In addition, under some of our time charters if our delivery of a vessel to a customer is delayed, we may be required to pay liquidated damages in amounts equal to or, under some charters, almost double the hire rate during the delay. For prolonged delays, the customer may terminate the time charter and, in addition to the resulting loss of revenues, we may be responsible for additional substantial liquidated charges.
If we were unable to obtain financing required to complete payments on any of our newbuilding orders, we could effectively forfeit all or a portion of the progress payments previously made. As of December 31, 2004,2005, we had 1517 newbuildings on order with deliveries scheduled between 2006 and 2009. As of December 31, 2005, and 2008.progress payments made towards these newbuildings, excluding payments made by our joint venture partners, totaled $397.5 million. We may order additional newbuildings in the future.
As at December 31, 2005, we had options to have constructed four LNG carriers at predetermined prices. The options for two of these carriers, which are scheduled for delivery in 2010, expire on April 15, 2006. If we exercise the options then the $6.0 million cost for the options will be applied to the first construction installment payments. The options for the other two LNG carriers expired on February 28, 2006 and have been forfeited. However, as of the date of this annual report, we were in discussions with the counterparty to the options on these two LNG carriers and were exploring various alternatives which may enable us to apply some or all of the forfeited option cost against other vessels we may order from them.
Exposure to currency exchange rate and interest rate fluctuations could result in fluctuations in our cash flows and operating results.
Substantially all of our revenues are earned in U.S. Dollars, although we are paid in Euros and Australian Dollars under some of our charters. A portion of our operating costs are incurred in currencies other than U.S. Dollars. This partial mismatch in operating revenues and expenses could lead to fluctuations in net income due to changes in the value of the U.S. dollar relative to other currencies, in particular the Norwegian Kroner, the Australian Dollar, the Canadian Dollar, the Singapore Dollar, the Japanese Yen, the British Pound and the Euro. We also make payments under two Euro-denominated term loans. If the amount of our Euro-denominated obligations exceeds our Euro denominatedEuro-denominated revenues, we must convert other currencies, primarily the U.S. Dollar, into Euros. An increase in the strength of the Euro relative to the U.S. Dollar would require us to convert more U.S. Dollars to Euros to satisfy those obligations.
Because we report our operating results in U.S. Dollars, changes in the value of the U.S. Dollar relative to other currencies also result in fluctuations of our reported revenues and earnings. In addition, under U.S. accounting guidelines, all foreign currency-denominated monetary assets and liabilities, such as cash and cash equivalents, accounts receivable, restricted cash, accounts payable, long-term debt and capital lease obligations, are revalued and reported based on the prevailing exchange rate at the end of the period. This revaluation causeshistorically has caused us to report significant non-monetary foreign currency exchange gains andor losses each period. The primary source of these gains and losses is our Euro-denominated term loans.
At December 31, 2004,2005, approximately $1,561.8$1,352.2 million, or 74%73%, of our long-term debt bore interest at floating interest rates. To partially mitigate this interest rate exposure, we have entered into interest rate swaps that effectively change our interest rate exposure from floating LIBOR and EURIBOR rates to average fixed-rates.fixed rates. Please seeread Item 11 – Quantitative and Qualitative Disclosures About Market Risk.
We may not be exempt from United States tax on our United States source income, which would reduce our net income and cash flow by the amount of the applicable tax.
If we are not exempt from tax under Section 883 of the United States Internal Revenue Code, the shipping income derived from the United States sources attributable to our subsidiaries’ transportation of cargoes to or from the United States will be subject to U.S. federal income tax. If our subsidiaries were subject to such tax, our net income and cash flow would be reduced by the amount of such tax. Currently, we have claimed an exemption under Section 883. We cannot give any assurance that future changes and shifts in ownership of our stock will not preclude us from being able to satisfy the existing exemption.
In the years ended December 31,2005 and 2004, approximately 13.1% and 2003, approximately 15.2% and 12.3%, respectively, of our gross shipping revenues were derived from U.S. sources attributable to the transportation of cargoes to or from the United States. The average U.S. federal income tax on such U.S. source income, in the absence of exemption under Section 883, would have been 4% thereof, or approximately $13.7$10.3 million and $7.8$13.7 million, respectively, for the years ended December 31, 20042005 and 2003.2004.
We are a leading provider of international crude oil and petroleum product transportation services through our spot tanker fleet, which includes the world’s largest fleet of Aframax-size oil tankers, our fixed-rate fleet, which includes the world’s largest fleet of shuttle tankers, and our LNG fleet. Our tankers and LNG carriers provide transportation services to major oil companies, oil traders and government agencies worldwide.
Our spot tanker segment includes our conventional crude oil tankers and product carriers operating on the spot market or subject to time charters or contracts of affreightment priced on a spot-market basis or short-term fixed-rate contracts (contracts with an initial term of less than three years). As of December 31, 2004,2005, our Aframax vessels, which had a total cargo capacity of approximately 7.14.6 million deadweight tonnes, represented approximately 9%7% of the total tonnage of the world Aframax fleet. Please seeread Item 4 – Information on the Company: Our Fleet.
Our fixed-rate tanker segment includes our shuttle tanker operations, floating storage and off-take vessels, a liquid petroleum gas carrier and certain conventional crude oil, methanol and product tankers on long-term fixed-rate time-charter contracts or contracts of affreightment, under which we carry an agreed quantity of cargo for a customer over a specified trade route within a given period of time. As of December 31, 2004,2005, our shuttle tanker fleet, which had a total cargo capacity of approximately 4.94.8 million deadweight tonnes, represented approximately 68%65% of the total tonnage of the world shuttle tanker fleet. Please seeread Item 4 – Information on the Company: Our Fleet.
Our fixed-rate LNG segment includes our seventhirteen LNG carriers, including threefive newbuildings onwe have a 70% interest in and four newbuildings we have a 40% interest in. All of our LNG carriers are subject to long-term fixed-rate time charter contracts. As of December 31, 2004,2005, our LNG Fleet, including newbuildings, had a total cargo carrying capacity of 1.02.2 million cubic meters.
The Teekay organization was founded in 1973. We are incorporated under the laws of the Republic of The Marshall Islands as Teekay Shipping Corporation and maintain our principal executive headquarters at TKBayside House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59212, Nassau, The Bahamas. Our telephone number at such address is (242) 502-8820. Our principal operating office is located at Suite 2000, Bentall 5, 550 Burrard Street, Vancouver, British Columbia, Canada, V6C 2K2. Our telephone number at such address is (604) 683-3529.
Public Offerings by Teekay LNG Partners L.P.
On May 10, 2005, Teekay’s subsidiary Teekay LNG Partners L.P. (orTeekay LNG) completed its initial public offering of 6.9 million common units and during November 2005 Teekay LNG completed a follow-on public offering of an additional 4.6 million common units. As of December 31, 2005, we owned a 67.8% interest in Teekay LNG, including our general partner interest. Please read Item 18 – Financial Statements: Note 3 – Public Offerings of Teekay LNG Partners L.P.
Teekay LNG is a Marshall Islands limited partnership formed by Teekay as part of our strategy to expand our operations in the LNG shipping sector. Teekay LNG provides LNG and crude oil marine transportation service under long-term, fixed-rate contracts with major energy and utility companies through its fleet of seven LNG carriers (including 3 newbuildings) and eight Suezmax class crude oil tankers, primarily consisting of four LNG carriers and five Suezmax tankers obtained through Teekay’s acquisition of Teekay Spain in April 2004, described in detail below.
Immediately preceding Teekay LNG’s initial public offering, Teekay and Teekay LNG entered into an omnibus agreement governing when they may compete with each other and setting forth certain rights of first offer on LNG carriers and related time charters, in favor of Teekay LNG, and Suezmax tankers and related charters, in favor of Teekay.
Acquisition of Teekay Shipping Spain S.L., formerly Naviera F. Tapias S.A.
On April 30, 2004, we acquired all of the outstanding shares of Naviera F. Tapias S.A. and its subsidiaries and renamed it Teekay Shipping Spain S.L. (orTeekay Spain). Teekay Spain isengages in the leading independent owner and operatormarine transportation of LNG carriers and crude oil tankersand LNG. We funded this acquisition with a combination of cash, cash generated from operations and borrowings under existing credit facilities. We believe the acquisition of the Teekay Spain business provided us with a strategic platform from which to expand our presence in Spain.the LNG shipping sector and immediate access to reputable LNG operations. We anticipate this will continue to benefit us when bidding on future LNG projects. In the transaction, we also entered into an agreement with an entity controlled by the former controlling shareholder of Teekay Spain to establish a 50/50 joint venture that will pursue new business in the oil and gas shipping sectors that relate only to the Spanish market or are led by Spanish entities or entities controlled by a Spanish Company. The acquisition of Teekay Spain has provided us with a platform from which to expand our presence in the high growth LNG shipping sector and positions us as a key supplier of LNG shipping to Spain, the world’s third largest importer of LNG. We funded this acquisition with a combination of cash, cash generated from operations and borrowings under existing credit facilities.company.
As at December 31, 2004,2005, Teekay Spain’s LNG fleet consisted of four vessels,LNG carriers, which are all contracted under long-term fixed-rate charters to major Spanish energy companies. As at December 31, 2004,2005, Teekay Spain’s conventional crude oil tanker fleet consisted of five Suezmax tankers, and two newbuildings scheduled for delivery in 2005. Four Suezmax tankers and one newbuildingall of which are contracted under long-term fixed-rate charters with a major Spanish oil company. We sold the Suezmax tanker newbuilding not contracted under a long-term fixed-rate charter upon its delivery in March 2005.
Acquisition of 50% of PetroTrans Holdings Ltd.
On September 30, 2003, we acquired 50% of the issued and outstanding shares of PetroTrans Holdings Ltd., the parent company of Skaugen PetroTrans Inc. (orSPT).
SPT is a lightering company operating out of Houston, Texas. Lightering is the process of ship-to-ship transfer of oil cargo, which is required when vessels transporting oil are too large to enter ports that are not deep enough or have narrow entrances or small berths. The lightering process consists of maneuvering a smaller tanker (service vessel) alongside the larger tanker, typically with both vessels underway. The service vessel transports the oil cargo to the port. SPT lighters approximately 14% of all seaborne crude oil delivered to U.S. ports.
Acquisition of Navion AS
In April 2003, we completed our acquisition of 100% of the issued and outstanding shares of Navion AS. Navion, based in Stavanger, Norway, operates primarily in the shuttle tanker and the conventional crude oil and product tanker markets. Its modern shuttle tanker fleet, which as of December 31, 2004,2005, consisted of eight owned and 1219 chartered-in vessels (excluding sixfive vessels chartered-in from our shuttle tanker subsidiary, Ugland Nordic Shipping AS, and our other subsidiaries), provides logistical services to the Norwegian state-owned oil company, Statoil ASA, and other oil companies in the North Sea under fixed-rate, long-term contracts of affreightment. Subsequent to the acquisition, the operations of UNS and the shuttle tanker operations of Navion were combined into one business unit, Teekay Navion Shuttle Tankers. Navion’s modern, chartered-in, conventional tanker fleet, which as of December 31, 2004,2005, consisted of 12eight crude oil tankers and 16 product20product tankers, operates primarily in the Atlantic region, providing services to Statoil and other oil companies. In addition, Navion owns two floating storage and off-take vessels currently trading as conventional crude oil tankers in the Atlantic region and one chartered-in methanol carrier and one liquid petroleum gas carrier on long-term charter to Statoil. Through Navion Chartering AS, an entity owned jointly with Statoil, Navion has a right of first refusal on Statoil’s oil transportation requirements at the prevailing market rate until December 31, 2007. In addition to tanker operations, Navion also assembles,constructs, installs, operates and leases equipment that reduces volatile organic compound emissions during loading, transportation and storage of oil and oil products.
Additional information about these acquisitions, including our financing of them, is included in Item 5 – Operating and Financial Review and Prospects.
The vessels in our spot tanker segment compete primarily in the Aframax tanker market. In the Aframax market, international seaborne oil and other petroleum products transportation services are provided by two main types of operators: captive fleets of major oil companies (both private and state-owned) and independent ship owner fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels owned or controlled by us, also operate their own vessels and transport their own oil and oil for third party charterers in direct competition with independent owners and operators. Competition for charters in the Aframax spot charter market is intense and is based upon price, location, the size, age, condition and acceptability of the vessel, and the reputation of the vessel’s manager.
We compete principally with other Aframax owners in the spot charter market through the global tanker charter market. This market is comprised of tanker broker companies that represent both charterers and ship owners in chartering transactions. Within this market, some transactions, referred to as “market cargoes,” are offered by charterers through two or more brokers simultaneously and shown to the widest possible range of owners; other transactions, referred to as “private cargoes,” are given by the charterer to only one broker and shown selectively to a limited number of owners whose tankers are most likely to be acceptable to the charterer and are in position to undertake the voyage.
As of December 31, 2004,2005, other large operators of Aframax tonnage (including newbuildings on order) included Malaysian International Shipping Corporation (approximately 38 Aframax vessels), Aframax International Pool (approximately 36 Aframax vessels), Novorossiisk Sea Shipping Co. (approximately 2725 Aframax vessels), General Maritime Corporation (approximately 2619 Aframax vessels), British Petroleum (approximately 20 Aframax vessels) and Minerva (approximately 17 Aframax vessels).
Our competition in the Aframax (75,000 to 119,999 dwt) market is also affected by the availability of other size vessels that compete in our markets. Suezmax (120,000 to 199,999 dwt) size vessels and Panamax (50,000 to 74,999 dwt) size vessels can compete for many of the same charters for which weour Aframax tankers compete. Because of their large size, Very Large Crude Carriers (200,000 to 319,999 dwt) (orVLCCs) and Ultra Large Crude Carriers (320,000+ dwt) (orULCCs) rarely compete directly with Aframax tankers for specific charters. However, because VLCCs and ULCCs comprise a substantial portion of the total capacity of the market, movements by such vessels into Suezmax trades and of Suezmax vessels into Aframax trades would heighten the already intense competition.
We believe that we have competitive advantages in the Aframax tanker market as a result of the quality, type and dimensions of our vessels and our market share in the Indo-Pacific and Atlantic Basins. As of December 31, 2004,2005, our Aframax tanker fleet (excluding Aframax-size shuttle tankers and newbuildings) had an average age of approximately 7.77 years, compared to an average age for the world oil tanker fleet, including Aframax tankers, of approximately 9.68.7 years and for the world Aframax tanker fleet of approximately 9.79.3 years.
We have chartering staff located in Vancouver, Canada; Stavanger, Norway; Tokyo, Japan; London, England; Houston, USA; and Singapore. Each office serves our clients headquartered in that office’s region. Fleet operations, vessel positions and charter market rates are monitored around the clock. We believe that monitoring such information is critical to making informed bids on competitive brokered business.
During 2004,2005, approximately 62%51% of our net voyage revenues were earned by the vessels in the spot tanker segment, compared to approximately 62% in 2004 and 63% in 2003 and 73% in 2002.2003. Please seeread Item 5 —– Operating and Financial Review and Prospects: Results of Operations.
The vessels in our fixed-rate tanker segment compete primarily in the offshore loading business. These offshore loading vessels, called shuttle tankers,“shuttle tankers”, transport oil from offshore production platforms to onshore storage and refinery facilities. Our shuttle tankers are primarily subject to long-term, fixed-rate time-charter contracts for a specific offshore oil field or under contracts of affreightment for various fields. The number of voyages performed under these contracts of affreightment normally depends upon the oil production of each field. Competition for charters is based primarily upon price, availability, the size, technical sophistication, age and condition of the vessel and the reputation of the vessel’s manager. Technical sophistication of the vessel is especially important in harsh operating environments such as the North Sea. Although the size of the world shuttle tanker fleet has been relatively unchanged in recent years, conventional tankers could be converted into less sophisticated shuttle tankers by adding specialized equipment to meet the requirements of the oil companies. Shuttle tanker demand may also be affected by the possible substitution of sub-sea pipelines to transport oil from offshore production platforms.
As of December 31, 2004,2005, there were approximately 6463 vessels in the world shuttle tanker fleet (including newbuildings), the majority of which operate in the North Sea. We currently own 29As of December 31, 2005, we owned 27 shuttle tankers including one classified as held for sale and charter inchartered-in an additional 1213 shuttle tankers. Other shuttle tanker owners in the North Sea include Knutsen OAS Shipping AS, and JJ Ugland Group and Penny Ugland, which as of December 31, 20042005 owned approximately 1517, four and fivetwo shuttle tankers, respectively. The remaining owners in the North Sea each owned three or fewer vessels as of that date.
We believe that we have significant competitive advantages in the shuttle tanker market as a result of the quality, type and dimensions of our vessels andcombined with our market share in the North Sea.
In addition to our shuttle tankers, we have four Floating Storage & Offtake (orFSO) units. FSO units are oil tankers that have been moored in an oil field and have been modified to store and transfer oil. Our large fleet and the secondhand market provide potential vessels for further FSO conversion.
In February 2006, we entered into an agreement with PGS Production AS, a wholly owned subsidiary of Petroleum Geo-Services ASA, to form a joint venture company called Teekay Petrojarl Offshore that will focus on pursuing opportunities involving Floating Production Storage and Offloading (orFPSO) units. An FPSO unit is a type of floating tank system designed to process and store crude oil from a nearby offshore oil platform. An FPSO unit will typically have onboard the capability to carry out the oil separation process, obviating the need for such facilities to be located on an oil platform. The processed oil is periodically offloaded onto shuttle tankers or ocean-going barges for transport to shore. FPSOs are particularly effective in remote or deepwater locations where seabed pipelines or oil platforms are not cost effective.
During 2004,2005, approximately 36%43% of our net voyage revenues wereearned by the vessels in the fixed-rate tanker segment, compared to approximately 36% in 2004 and 37% in 2003 and 27% in 2002.2003. Please seeread Item 5 —– Operating and Financial Review and Prospects: Results of Operations.
The vessels in our fixed-rate LNG segment compete in the LNG market. LNG carriers are usually chartered to carry LNG pursuant to time charter contracts, where a vessel is hired for a fixed period of time, usually between 20 and 25 years, and the charter rate is payable to the owner on a monthly basis. LNG shipping historically has been transacted with these long-term, fixed-rate time charter contracts. LNG projects require significant capital expenditures and typically involve an integrated chain of dedicated facilities and cooperative activities. Accordingly, the overall success of an LNG project depends heavily on long-range planning and coordination of project activities, including marine transportation. Although most shipping requirements for new LNG projects continue to be provided on a long-term basis, spot voyages (typically consisting of a single voyage) and short termshort-term time charters of less than 12 months duration have grown from 1% of the market in 1992 to 8%12% in 2002.2004.
WeIn the LNG market, we compete principally with other private and state-controlled energy and utilities companies that generally operate captive LNG fleets, and independent ship owners and operators. Many major energy companies compete directly with independent owners by transporting LNG for third parties in addition to their own LNG. Given the complex, long-term nature of LNG projects, major energy companies historically have transported LNG through their captive fleets. However, independent fleet operators recently have been obtaining an increasing percentage of charters for new or expanded LNG projects as major energy companies continuehave continued to divest non-core businesses. As of December 31, 2004, independent owners owned approximately 45% of the world LNG fleet, including approximately 25% owned by independent Japanese and South Korean owners. Approximately 60% of newbuilding orders are from independent owners.
LNG carriers transport LNG internationally between liquefaction facilities and import terminals. After natural gas is transported by pipeline from production fields to a liquefaction facility, it is supercooled to a temperature of approximately negative 260 degrees Fahrenheit. This process reduces its volume to approximately 1 / 600th of its volume in a gaseous state. The reduced volume facilitates economical storage and transportation by ship over long distances, enabling countries with limited natural gas reserves or limited access to long-distance transmission pipelines to meet their demand for natural gas. LNG carriers include a sophisticated containment system that holds and insulates the LNG so it maintains its liquid form. LNG that evaporates during the voyage and converts to natural gas (called boil-off) is used as fuel to help propel the vessel. The LNG is transported overseas in specially built tanks on double-hulled ships to a receiving terminal, where it is offloaded and stored in heavily insulated tanks. In regasification facilities at the receiving terminal, the LNG is returned to its gaseous state ((oror regasified) regasified) and then shipped by pipeline for distribution to natural gas customers.
Most new vessels, including all of our vessels, are being built with a membrane containment system. These systems are built inside the carrier and consist of insulation between thin primary and secondary barriers and are designed to accommodate thermal expansion and contraction without overstressing the membrane. New LNG carriers are generally expected to have a lifespan of approximately 40 years. Unlike the oil tanker industry, there currently are no regulations that require the phase-out from trading of LNG carriers after they reach a certain age. As at December 31, 2004,2005, there were approximately 177194 vessels in the world LNG fleet, with an average age of approximately 13.6 years. In addition, there are approximately 10413 years and an additional 127 LNG carriers under construction or on order for delivery through 2009.2010.
Our fixed-rate LNG segment consists of LNG carriers subject to long-term, fixed-rate time-charter contracts. The acquisition of Teekay Spain on April 30, 2004 established our entry into the LNG shipping sector. Our fixed-rate LNG segment includes four LNG carriers. Two of the LNG carriers have been included from the dateacquired as part of the Teekay Spain acquisition. We took delivery of one LNG carrier in July 2004, which commenced service under a 25-year time-charter contract (with a charterer’s option to extend an additional five years). We took delivery of another LNG carrier in December 2004, which commenced service under a 20-year time-charter contract (with a charterer’s option to extend an additional ten years). As at December 31, 2004,2005, we had threenine newbuilding LNG carriers on order, all of which will commence serviceoperations upon delivery under long-term contracts with Ras Lafan Liquefied Natural Gas Co. Limited II (orRasGas II), a joint venture company between a subsidiaryfixed-rate time charters and in which our interests range from 40% to 70%. Please read Item 5 – Operation and Financial Review and Prospects – Management’s Discussion and Analysis of ExxonMobil CorporationFinancial Condition and Qatar Petroleum, upon delivery, scheduled for the fourth quarterResults of 2006 and the first half of 2007. The vessels will be time-chartered to RasGas II for a period of 20 years (with a charterer’s option to extend for periods up to an additional 15 years). TheseOperations – Segments – Fixed-Rate LNG charter contracts are subject, in certain circumstances, to termination and vessel purchase rights.Segment.
During 2004,2005, approximately 2%6% of our net voyage revenues wereearned by the vessels in the fixed-rate LNG segment.segment, compared to approximately 2% in 2004. We did not operate LNG carriers prior to 2004. Please seeread Item 5 – Operating and Financial Review and Prospects: Results of Operations.
Safety isand environmental compliance are our top operational priority. Ourpriorities. We operate our vessels are operated in a manner intended to protect the safety and health of our employees, the general public and the environment. We actively manage the risks inherent in our business and are committed to eliminating incidents that threaten the safety such as groundings, fires, collisions and petroleum spills.integrity of our vessels. We are also committed to reducing our emissions and waste generation.
Customers and tanker rating services have recognized us for safety, environment, quality and service. Given the emphasis by customers on quality as a result of stringent environmental regulations, and heightened concerns about liability for oil pollution, we believe that our emphasis on quality and safety provideprovides us with a favorable competitive profile. We are one of a few companies who have fully integrated our health, safety, environment and quality management systems. This results inintegration has increased efficiencies in operations and management as anyby reducing redundancies in each of the four standards is reduced. As well, one management system for operations ensures thatand better aligns our strategies and programs are aligned when in comes to business, customer, safety, environment, or quality drivers.the relevant systems.
We have achieved certification under the standards reflected in International Standards Organization’s (orISO) ISO) 9001 for quality assurance,Quality Assurance, ISO 14001 for environment management systems,Environment Management Systems, OHSAS 18001 for Occupational Health and Safety, and the IMO’s International Management Code for the Safe Operation of Ships and Pollution Prevention on a fully integrated basis. As part of ISM Code compliance, all of our vessels’ safety management certificates are being maintained through ongoing internal audits performed by our certified internal auditors and intermediate external audits performed by the classification society Det Norske Veritas.
TheIn our various worldwide facilities we carry out the critical ship management functions of vessel maintenance, crewing, purchasing, shipyard supervision, insurance and financial management services are carried out “in-house” in our various facilities around the world for most of our fleet. These functions are supported by onboard and onshore systems for maintenance, inventory, purchasing and budget management. Since 1995, IUM ShipmanagementTeekay Marine Services AS, a company in which we own a 51% interest through our wholly owned subsidiary, UNS, has providedprovides ship management services for certain of our shuttle tankers, including crewing and maintenance. OSM Ship Management AS (orOSM) OSM), a company which is unrelated to us, provides ship management services for most of the shuttle tankers acquired as partthree of our acquisition of Navion.conventional tankers. OSM is under contract to provide these services to Navionus until September 30, 2006.October 2008.
We establish key performance indicators to facilitate regular monitoring of our operational performance. We set targets on an annual basis to drive continuous improvement, and we review performance indicators monthly to determine if remedial action is necessary to reach our targets. In 2003, we established a purchasing alliance with two other shipping companies and named it Teekay Bergesen Worldwide. This alliance leverages the purchasing power of the combined fleets, mainly in such commodity areas as lube oils, paints and other chemicals.
TheWe believe that the generally uniform design of some of our existing and newbuilding vessels and the adoption of common equipment standards should also result inprovides operational efficiencies, including with respect to crew training and vessel management, equipment operation and repair and spare parts ordering.
Our organization is divided into four key areas: Teekay Tanker Services; Teekay Navion Shuttle Tankers; Teekay Gas & Offshore; and Teekay Marine Services. These centers of expertise work closely with customers and internally to ensure a thorough understanding of our customers’ requirements and to develop tailored solutions. •
| • | Teekay Tanker Services is responsible for the commercial management of our conventional crude oil and product tanker transportation services. We offer a full range of flexible, customer-focused shipping solutions through our worldwide network of commercial offices. |
| • | Teekay Navion Shuttle Tankers offers a wide range of shuttle tanker and project services. Our expertise and partnerships allow us to create solutions for customers producing crude oil from offshore installations. |
| • | Teekay Gas & Offshore offers a diverse range of mooring, floating storage and offloading solutions, as well as gas shipping services, pursuing the LNG and compressed natural gas markets. |
| • | Teekay Marine Services provides a vast range of marine services and products across all our operations as well as to third-parties. |
We pursue an intensively customer- and operations-oriented business strategy designed to achieve superior operating results. We believe that we have four key competitive strengths:
| • | Customer Relationships. We have developed a strong network of customer relationships by providing consistent performance, innovative solutions and exceptional service to quality-sensitive customers. |
| • | Disciplined Acquisition Strategy. Our acquisition strategy has contributed significantly to our achieving a market concentration in the Aframax and the shuttle tanker markets, which is sufficient to facilitate comprehensive coverage of charterer requirements and provides a base for efficient operation and a high degree of capacity utilization in those markets. |
| • | Expertise In Marine and Business Operations. We have developed a highly-integrated global network of approximately 5,100 sea staff and shore employees, with comprehensive market intelligence and operational and technical sophistication. This includes full-service marine operations capabilities and experienced management in all functions critical to our operations, which affords a focused marketing effort, high quality and tight cost controls, improved capacity utilization and effective operations and safety monitoring. |
| • | Financial Strength. We believe our strong balance sheet allows us to take advantage of appropriate investment opportunities throughout the tanker cycle. |
As part of our growth strategy, we will continue to consider strategic opportunities, including business acquisitions, such as our acquisitions of Teekay Spain in 2004 and Navion and our joint venture, Skaugen PetroTrans Inc. (orSPT), in 2003. To the extent we enter new geographic areas or tanker market segments, there can be no assurance that we will be able to compete successfully. New markets, including the LNG market, may involve competitive factors that differ from those of the Aframax market segment in the Indo-Pacific and Atlantic Basins and the North Sea shuttle tanker market and may include participants that have greater financial strength and capital resources than we have.
Our growth strategy is to leverage our existing competitive strengths to continue to expand our business. We anticipate that the continued upgrade and expansion of our tanker business will continue to be a key component of our strategy. In addition, we believe that our full-service marine operations capabilities, reputation for safety and quality and strong customer orientation provide us with the opportunity to expand our business by providing additional value-added and innovative services, in many cases to existing customers. Finally, we intend to identify expansion opportunities in new tanker market segments, geographic areas and services to which our competitive strengths are well suited, such as our entry into the shuttle tanker market through our acquisitions of UNS and Navion and our entry into the LNG market through our acquisition of Teekay Spain, as described above. We may choose to pursue such opportunities through internal growth, joint ventures or business acquisitions.
The operation of any ocean-going vessel carries an inherent risk of catastrophic marine disasters, death or injury of persons and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. In addition, the transportation of crude oil and LNG is subject to the risk of spills and to business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts. The occurrence of any of these events may result in loss of revenues or increased costs.
We carry “hullhull and machinery”machinery (marine and “protectionwar risks) and indemnity”protection and indemnity insurance coverage to protect against most of the accident-related risks involved in the conduct of our business. Hull and machinery insurance covers loss of or damage to a vessel due to marine perils such as collisions, grounding and weather. Protection and indemnity insurance indemnifies us against other liabilities incurred while operating vessels, including injury to our crew or third parties, cargo loss and pollution. The current available amount of our coverage for pollution is $1 billion per vessel per incident. We also carry insurance policies covering war risks (including piracy and terrorism) and, for. We do not carry insurance on our LNG carriers,vessels covering the loss of revenues resulting from vessel off-hire time due to a marine casualty or an officer or crew strike. However, we my not continue to carry this “loss of hire” insurance based on its cost compared to our off-hire experience. We believe that our current insurance coverage is adequate to protect against most of the accident-related risks involved in the conduct of our business and that we maintain appropriate levels of environmental damage and pollution insurance coverage. However, we cannot assure that all covered risks are adequately insured against, that any particular claim will be paid or that we will be able to procure adequate insurance coverage at commercially reasonable rates in the future. More stringent environmental regulations have resulted in increased costs for, and may result in the lack of availability of, insurance against the risks of environmental damage or pollution.
We use in our operations a thorough risk management program that includes, among other things, computer-aided risk analysis tools, maintenance and assessment programs, a seafarers competence training program, seafarers workshops and membership in emergency response organizations.
Because our operations are primarily conducted outside of the United States, they may be affected by currency fluctuations and by changing economic, political and governmental conditions in the countries where we engage in business or where our vessels are registered.
During 2004,2005, we derived approximately 23%19% of our total net voyage revenues from our operations in the Indo-Pacific Basin, compared to approximately 27%23% during 2003.2004. Past political conflicts in that region, particularly in the Arabian Gulf, have included attacks on tankers, mining of waterways and other efforts to disrupt shipping in the area. Vessels trading in the region have also been subject to, in limited instances, acts of piracy. In addition to tankers, oil pipelines, LNG facilities and offshore oil fields could also be targets of terrorist attacks. The escalation of existing or the outbreak of future hostilities or other political instability in this region or other regions where we operate could affect our trade patterns, increase insurance costs, increase tanker operational costs and otherwise adversely affect our operations and performance. In addition, tariffs, trade embargoes, and other economic sanctions by the United States or other countries against countries in the Indo-Pacific Basin or elsewhere as a result of terrorist attacks or other hostilities may limit trading activities with those countries, which could also adversely affect our operations and performance.
We have derived, and believe that we will continue to derive, a significant portion of our voyage revenues from a limited number of customers. Our customers include major oil companies, major oil traders, large oil consumers and petroleum product producers, government agencies, and various other entities dependentthat depend upon the tanker transportation trade. One customer, an international oil company, accounted for 20% ($392.2 million) of our consolidated voyage revenues during 2005. The same customer accounted for 17% ($373.7 million) of our consolidated voyage revenues during 2004. The same customer accounted for2004 and 15% ($239.5 million) of our consolidated voyage revenues during 2003. No customer accounted for more than 10% of our consolidated voyage revenues during 2002. No other customer accounted for more than 10% of our consolidated voyage revenues during 2005, 2004 or 2003. The loss of any significant customer or a substantial decline in the amount of services requested by a significant customer could have a material adverse effect on our business, financial condition and results of operations.
The following list provides additional information with respect to our vessels as at December 31, 2004.2005.
---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Number ofVessels(1)Vessels-----------------------------------------------------------------------(1) ----------------------------------------------------------------------------- Chartered-in Newbuildings on Owned Vessels VesselsHeld Chartered-in Newbuildings onOrder Totalfor Sale Vessels Order---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Spot Tanker Segment:Very Large Crude Carriers - - 1 - 1Suezmax Tankers(2)1 3 2- 4 1 76 Aframax Tankers28 8 18 5 5921 11 1 33 Large Product Tankers- - 53810 3 16 Small Product Tankers - 11 -1011 -10 - --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Total Spot Tanker Segment30 8 38 9 85 ====================================================================================================================25 35 6 66 ========================================================================================================================= Fixed-Rate Tanker Segment: Shuttle Tankers(3) 28 1 12(2) 27 13 -4140 Conventional Tankers12 - - 3 15(3) 16 2 2 20 Floating Storage & Offtake (or FSO) Units (4) 4 - --4Units (4)LPG / Methanol Carriers 1-1 - 2 ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Total Fixed-Rate Tanker Segment45 1 13 3 62 ====================================================================================================================48 16 2 66 ========================================================================================================================= Fixed-Rate LNG Segment (5) 4 - 9 13 -3 7 - --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Total79 977 5115 15417 145=============================================================================================================================================================================================================================================
(1) Excludes vessels managed for third parties.(2) We have sold the Suezmax tanker newbuilding in the Spot Tanker Segment in March 2005.(3) Includes seven shuttle tankers of which our ownership interests range from 50% to 70.25%.(4) Includes one FSO unit of which our ownership interest is 89%.
| (1) | Excludes vessels managed for third parties. |
| (2) | Includes six shuttle tankers of which our ownership interests range from 50% to 50.5%. |
| (3) | Includes eight Suezmax tankers owned by subsidiaries of Teekay LNG. |
| (4) | Includes one FSO unit of which our ownership interest is 89%. |
| (5) | The four existing LNG carriers are owned by Teekay LNG; Teekay LNG has agreed to acquire Teekay’s 70% interest in three of the LNG newbuildings; and, in accordance with existing agreements, Teekay will offer to Teekay LNG all its interests in the remaining six LNG carrier newbuildings, which interests include a 70% interest in two vessels and a 40% interest in four vessels. |
Our vessels are of Australian, Bahamian, Canadian, Cayman Islands, Liberian, Norwegian, Norwegian International Ship and Spanish registry.
Many of our Aframax vessels and some of our shuttle tankers have been designed and constructed as substantially identical sister ships. These vessels can, in many situations, be interchanged, providing scheduling flexibility and greater capacity utilization. In addition, spare parts and technical knowledge can be applied to all the vessels in the particular series, thereby generating operating efficiencies.
As of December 31, 2004,2005, we had 1517 newbuildings on order, which will require remaining payments of $363.7 million in 2005, $255.9 million in 2006, $140.9 million in 2007, and $50.7 million due in 2008 under the terms of the contracts.order. Please seeread Item 5.5 – Operating and Financial Review and Prospects –Prospects: Management’s Discussion and Analysis of Financial Condition and Results of Operations.Operations and Item 18 – Financial Statements: Note 17(a) – Commitments and Contingencies – Vessels Under Construction.
Please seeread Item 18 – Financial Statements: Note 9 of the consolidated financial statements– Long-Term Debt for information with respect to major encumbrances against our vessels.
The seafaring staff operating our vessels regularly inspect themhull and perform muchmachinery of the necessary routine maintenance. Shore-based operational and technical specialists also inspect our vessels at least twice a year for conformity with established criteria. Upon completion of each inspection, recommendations are made for improving the overall condition of the vessel and its maintenance, safety and crew welfare. All recommendations are monitored until they are completed. Our objectives are to:
To achieve our vessel structural integrity objective, we use a comprehensive “Structural Integrity Management System” developed by us. This system is designed to monitor the condition of our vessels closely and to ensure that structural strength and integrity are maintained throughout a vessel’s life.
Allall of our vessels have been certified as being “in-class”“classed” by their respectiveone of the major classification societies: Bureau Veritas, Det Norske Veritas, Lloyd’s Register of Shipping, Nippon Kaiji Kyokai or American Bureau of Shipping. Every vessel’s hull and machinery is “classed” by a classification society. The classification society certifies that the vessel has been built and maintained in accordance with the rules of that classification society and complies with applicable rules and regulations of the country of registry of the vessel and the international conventions of which that country is a signatory, although for some of our vessels we obtain this latter certification directly from the relevant flag state authorities.society. Each vessel is inspected by a classification society surveyor annually, with either the second or third annual inspection being a more detailed survey (anIntermediate Survey) and the fourth or fifth annual inspection being the most comprehensive survey (aSpecial Survey). The inspection cycle resumes after each Special Survey. Vessels also may be required to be drydocked at each Intermediate and Special Survey for inspection of the underwater parts of the vessel in addition to a more detailed inspection of hull and resulting repairs. Intermediate Surveys of steam-propelled LNG vessels may be done while the vessel is in service, but in all instances the inspection requires shutting down the vessel’s main boiler, which slows travel if in service. In-water surveys generally take vessels out of service for one day, but out-of-service surveys of steam-propelled LNG vessels can take up to seven days. All of our LNG carriers, including our newbuildings, are steam-propelled.machinery. Many of our vessels have qualified with their respective classification societies for drydocking every four or five years in connection with the Special Survey and are no longer subject to the Intermediate Survey drydocking process.Surveys. To qualify, we were required to enhance the resiliency of the underwater coatings of each vessel and mark the hull to accommodate underwater inspections by divers.
The vessel’s flag state, or the vessel’s classification if nominated by the flag state, also inspect our vessels to ensure they comply with applicable rules and regulations of the country of registry of the vessel and the international conventions of which that country is a signatory.
In addition to the classification inspections, many of our customers regularly inspect our vessels as a preconditioncondition to chartering, and regular inspections are standard practice under long-term charters as well.
Port and flag state control authorities, such as the U.S. Coast Guard and the Australian Maritime Safety Authority, and Spain’s flag administration (or classification societies acting on behalf of the flag state control authorities), also inspect some of our vessels. vessels when they visit their ports.
We believe that our relatively new, well-maintained and high-quality vessels should provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality of service.
Our vessels are also regularly inspected by our seafaring staff, who perform much of the necessary routine maintenance. Shore-based operational and technical specialists also inspect our vessels at least twice a year. Upon completion of each inspection, action plans are developed to address any items requiring improvement. All action plans are monitored until they are completed. The objectives of these inspections are to:
To achieve our vessel structural integrity objective, we use a comprehensive “Structural Integrity Management System” we developed. This system is designed to closely monitor the condition of our vessels and to ensure that structural strength and integrity are maintained throughout a vessel’s life.
We have obtained approval for our safety management system as being in compliance with the ISM Code. Our safety management system has also been certified as being compliant with ISO 9001, 14001 and OSHAS 18001 standards. To maintain compliance, the system is audited regularly by either the vessels’ flag state or, when nominated by them, of thea classification societies.society. Certification is valid for five years subject to satisfactorily completing internal and external audits.
Organizational Structure
Please seeread Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries as at December 31, 2004.2005.
Our business and the operation of our vessels are significantly affected by international conventions and national, state and local laws and regulations in the jurisdictions in which our vessels operate, as well as in the country or countries of their registration. Because these conventions, laws, and regulations change frequently, we cannot predict the ultimate cost of compliance or their impact on the resale price or useful life of our vessels. Additional conventions, laws and regulations may be adopted that could limit our ability to do business or increase the cost of our doing business and that may materially adversely affect our operations. We are required by various governmental and quasi-governmental agencies to obtain permits, licenses and certificates with respect to our operations. Subject to the discussion below and to the fact that the kinds of permits, licenses and certificates required for the operations of the vessels we own will depend on a number of factors, we believe that we will be able to continue to obtain all permits, licenses and certificates material to the conduct of our operations.
We believe that the heightened environmental and quality concerns of insurance underwriters, regulators and charterers will generally lead to greater inspection and safety requirements on all vessels in the oil tanker and LNG carrier markets and will accelerate the scrapping of older vessels throughout these industries.
Regulation—International Maritime Organization (orIMO). IMO regulations relating to pollution prevention for tankers apply to many jurisdictions in which our tanker fleet operates. These regulations provide that:
Also, underUnder IMO regulations, aan oil tanker must be of double-hull construction, or abe of mid-deck design with double-side construction or be of another approved design ensuring the same level of protection against oil pollution in the event that such tanker (a) tanker:
OnIn December 9, 2003, the IMO revised its regulations relating to the prevention of pollution from oil tankers. These regulations, which came into effect onbecame effective April 5, 2005, will accelerate the mandatory phase-out of single-hull tankers and impose a more rigorous inspection regime for older tankers. As of the date of this report, we estimate that upon their effectiveness, the regulations will ban from world-wide trading the oldest single-hull tankers, representing approximately 3% to 5% of the current world tanker fleet. It is expected that a further 22% to 24% of the existing world tanker fleet will be excluded from the majority of the oil tanker trades by 2010. These regulations identify three categories of single-hull tankers, which include double-bottom and double-side tankers:
All of the single-hull tankers we operate are Category 2 oil tankers. As illustrated in the following table, the most recent IMO regulations provide for the phase-out on a rolling basis of Category 1 oil tankers during 2005 and of Category 2 oil tankers by 2010.
- ----------------------------------------- ----------------------------------------------------------------------- Category of Oil Tanker Year To Be Removed From Service - ----------------------------------------- ----------------------------------------------------------------------- Category 1 ............................ April 5, 2005 for ships delivered on April 5, 1982 or earlier 2005 for ships delivered after April 5, 1982 - ----------------------------------------- ----------------------------------------------------------------------- Category 2 and Category 3 ............. April 5, 2005 for ships delivered on April 5, 1977 or earlier 2005 for ships delivered after April 5, 1977 but before 1978 2006 for ships delivered in 1978 and 1979 2007 for ships delivered in 1980 and 1981 2008 for ships delivered in 1982 2009 for ships delivered in 1983 2010 for ships delivered in 1984 or later - ----------------------------------------- -----------------------------------------------------------------------
However, under certain conditions, Category 2 and Category 3 oil tankers may continue in operation beyond the date set forth in the table above. For Category 2 and Category 3 oil tankers fitted with (a) double bottoms or double sides, not used for the carriage of oil, that extend to the entire cargo tank length or (b) double hull spaces, not meeting minimum distance protection requirements, which are not used for the carriage of oil and that extend to the entire cargo tank length, the vessel’s flag state may allow continued operation beyond 2010, provided that the ship was in service on July 1, 2001, the flag state is satisfied by verification of the official records that the ship complied with the conditions specified, and that those conditions remain unchanged. Such continued operation must not go beyond the date on which the ship reaches 25 years of age measured from the date of delivery. In spite of this flag-state exemption, a port state may declare that it does not accept entry of such vessels after their phase-out date. The European Union, Cyprus and Malta have already declared that they will not permit the entry of such vessels.
Vessels must pass a Condition Assessment Scheme (orCAS) Survey after 2005 for Category 1 oil tankers, and after 2010 for Category 2 oil tankers. The CAS Survey includes surveys of the hull structure, including cargo tanks, pump rooms, cofferdams, pipe tunnels, void spaces within the cargo area and all ballast tanks.
The IMO’s accelerated phase out schedule will affect two of our existing vessels, effectively reducing the economic life of each of these vessels. As a result of these regulations, in 2003 we recorded a non-cash write-down of the book value of the affected vessels totaling $56.9 million duringmillion. We subsequently sold all the fourth quarter of 2003. The following table outlines the impact ofvessels affected by these regulations on the remaining two vessels:and no longer own any single-hull vessels.
Number Year of IMO Year of IMO of Vessel Hull Year Phase-Out Phase-Out Date Vessels Type Type Built (No Exemption) (1) (With Exemption) (1) - --------------- ----------- ----------------------- ------------- -------------------- ---------------------- 1 Aframax Single-Hull 1989 2010 2014 1 Aframax Single-Hull 1990 2010 2015
IMO regulations also include the International Convention for Safety of Life at Sea (orSOLAS), including amendments to SOLAS implementing the International Security Code for Ports and Ships (orISPS), the ISM Code, the International Convention on Prevention of Pollution from Ships (theMARPOL Convention), the International Convention on Civic Liability for Oil Pollution Damage of 1969, the International Convention on Load Lines of 1966, and, specifically with respect to LNG carriers, the International Code for Construction and Equipment of Ships Carrying Liquefied Gases in Bulk (or theIGC CodeCode)). SOLAS provides rules for the construction of and equipment required for commercial vessels and includes regulations for safe operation. Flag states which have ratified the convention and the treaty generally employ the classification societies, which have incorporated SOLAS requirements into their class rules, to undertake surveys to confirm compliance.
SOLAS and other IMO regulations concerning safety, including those relating to treaties on training of shipboard personnel, lifesaving appliances, radio equipment and the global maritime distress and safety system, are applicable to our operations. Non-compliance with IMO regulations, including SOLAS, the ISM Code, ISPS and the IGC Code, may subject us to increased liability or penalties, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to or detention in some ports. For example, the Coast Guard and European Union authorities have indicated that vessels not in compliance with ISM Code will be prohibited from trading in U.S. and European ports.
The ISM Code requires vessel operators to obtain a safety management certification for each vessel they manage, evidencing the shipowner’s compliance with requirements of the ISM Code relating to the development and maintenance of an extensive “Safety Management System.” Such a system includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. Each of the existing vessels in our fleet currently is ISM Code-certified, and we expect to obtain safety management for each newbuilding vessel upon delivery. However, there can be no assurance that we will be able to maintain such certification in the future.
ISPS was adopted in December 2002 in the wake of heightened concern over worldwide terrorism and became effective on July 1, 2004. The objective of ISPS is to enhance maritime security by detecting security threats to ships and ports and by requiring the development of security plans and other measures designed to prevent such threats. The United States implemented ISPS with the adoption of the Maritime Transportation Security Act of 2002 (orMTSA), which requires vessels entering U.S. waters to obtain certification of plans to respond to emergency incidents there, including identification of persons authorized to implement the plans. Each of the existing vessels in our fleet currently complies with the requirements of ISPS and MTSA, and we expect all relevant newbuildings to comply upon delivery.
LNG carriers are also subject to regulation under the IGC Code. Each LNG carrier must obtain a certificate of compliance evidencing that it meets the requirements of the IGC code,Code, including requirements relating to its design and construction. Each of our LNG carriers currently is in substantial compliance with the IGC code,Code, and each of our LNG newbuilding shipbuilding contracts requires compliance prior to delivery.
Annex VI to MARPOL, which became effective internationally on May 19, 2005, sets limits on sulfur dioxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances. Annex VI also imposes a global cap on the sulfur content of fuel oil and allows for specialized areas to be established internationally with more stringent controls on sulfur emissions. For vessels over 400 gross tons, Annex VI imposes various survey and certification requirements. The United States has not yet ratified Annex VI. Vessels operated internationally, however, are subject to the requirements of Annex VI in those countries that have implemented its provisions. We believe that the cost of our complying with Annex VI will not be material.
Environmental Regulations—The United States Oil Pollution Act of 1990 (orOPA 90).OPA 90 established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills, including discharges of oil cargoes, fuel (orbunkers) or lubricants. OPA 90 affects all owners and operators whose vessels trade to the United States or its territories or possessions or whose vessels operate in United States waters, which include the U.S. territorial sea and 200-mile exclusive economic zone around the United States.
Under OPA 90, vessel owners, operators and demise or bareboat charterers are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war)war and the responsible party reports the incident and reasonably cooperates with the appropriate authorities) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels. These other damages are defined broadly to include:
OPA 90 limits the liability of responsible parties to the greater of $1,200 per gross ton or $10 million per tanker that is over 3,000 gross tons (subjectper incident, subject to possible adjustment for inflation).inflation. These limits of liability would not apply if the incident waswere proximately caused by violation of applicable U.S. federal safety, construction or operating regulations, including IMO conventions to which the United States is a signatory, or by the responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperate and assist in connection with the oil removal activities. We currently plan to continue to maintain for each of our vesselsvessel's pollution liability coverage in the amount of $1 billion per incident. A catastrophic spill could exceed the coverage available, which could harm our business, financial condition and results of operations.
Under OPA 90, with limited exceptions, all newly built or converted tankers delivered after January 1, 1994 and operating in United States waters must be built with double-hulls, and existing vessels that do not comply with the double-hull requirement must be phased out over a 20-year period (1995 to 2015) based on size, age and hull construction. Vessels with double-sides and double-bottoms are granted an additional five years of service life before being phased out. Notwithstanding the phase-out period, OPA 90 currently permits existing single-hull tankers to operate until the year 2015 if their operations within United States waters are limited to discharging at the Louisiana Off-shore Oil Platform, or off-loading by means of lightering activities within authorized lightering zones more than 60 miles offshore. All of our existing tankers are, and all of our newbuildings will be, double-hulled.
OPA 90 requires owners and operators of vessels, including LNG carriers, to establish and maintain withIn December 1994, the United States Coast Guard (or Coast Guard) evidence of financial responsibility sufficient to meet their potential liabilities under OPA 90. In December 1994, the Coast Guard implemented regulations requiring evidence of financial responsibility in the amount of $1,500 per gross ton for tankers, coupling the OPA limitation on liability of $1,200 per gross ton with the Comprehensive Environmental Response, Compensation, and Liability Act (or CERCLA)CERCLA) liability limit of $300 per gross ton. Under the regulations, such evidence of financial responsibility may be demonstrated by insurance, surety bond, self-insurance, guaranty or guaranty.an alternate method subject to agency approval. Under OPA 90, an owner or operator of a fleet of tankersvessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to cover the tankervessel in the fleet having the greatest maximum limited liability under OPA 90.90 and CERCLA.
The Coast Guard’s regulations concerning certificates of financial responsibility (orCOFR) provide, in accordance with OPA 90, that claimants may bring suit directly against an insurer or guarantor that furnishes COFR; and,COFR. In addition, in the event that such insurer or guarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to asserting those defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. Certain organizations, which had typically provided COFR under pre-OPA 90 laws, including the major protection and indemnity organizations, have declined to furnish evidence of insurance for vessel owners and operators if they are subject to direct actions or required to waive insurance policy defenses.
The Coast Guard’s financial responsibility regulations may also be satisfied by evidence of surety bond, guaranty or by self-insurance. Under the self-insurance provisions, the shipowner or operator must have a net worth and working capital, measured in assets located in the United States against liabilities located anywhere in the world, that exceeds the applicable amount of financial responsibility. We have complied with the Coast Guard regulations by providing aobtaining financial guarantyguaranties from a related company evidencing sufficient self-insurance for all our vessels trading into the United States or by providing third-party guarantees.third-party. If other vessels in our fleet trade into the United States in the future, we expect to obtain additional guaranties from third-party insurers or to provide guaranties through self-insurance, or to obtain such guaranties from third-party insurers.self-insurance.
OPA 90 and CERCLA permit individual states to impose their own liability regimes with regard to oil or hazardous substance pollution incidents occurring within their boundaries, and some states have enacted legislation providing for unlimited strict liability for spills. We intend to comply with all applicable state regulations in the ports where our vessels call.
Owners or operators of tankerstank vessels operating in United States waters are required to file vessel response plans with the Coast Guard, and their tankerstank vessels are required to operate in compliance with their Coast Guard approved plans. Such response plans must, among other things:
We have filed vessel response plans with the Coast Guard for the tankers we own and have received approval of such plans for all vessels in our fleet to operate in United States waters. In addition, we conduct regular oil spill response drills in accordance with the guidelines set out in OPA 90. The Coast Guard has announced it intends to propose similar regulations requiring certain vessels to prepare response plans for the release of hazardous substances.
OPA 90 allows U.S. Statestate legislatures to pre-empt associated regulation if the state’s regulations are equal or more stringent. Several coastal states such as California, Washington and Alaska require state specific COFR and vessel response plans.
CERCLA contains a similar liability regime to OPA 90, but applies to the discharge of “hazardous substances” rather than “oil.” Petroleum products and LNG should not be considered hazardous substances under CERCLA, but additives to oil or lubricants used on LNG carriers might fall within its scope. CERCLA imposes strict joint and several liability upon the owner, operator or bareboat charterer of a vessel for cleanup costs and damages arising from a discharge of hazardous substances.
OPA 90 and CERCLA do not preclude claimants from seeking damages for the discharge of oil and hazardous substances under other applicable law, including maritime tort law. Such claims could include attempts to characterize the transportation of LNG aboard a vessel as an ultra-hazardous activity under a doctrine that would impose strict liability for damages resulting from that activity. The application of this doctrine varies by jurisdiction. There can be no assurance that a court in a particular jurisdiction will not determine that the carriage of oil or LNG aboard a vessel is an ultra-hazardous activity, which would expose us to strict liability for damages we cause to injured parties even when we have not acted negligently.
On June 4, 2003, the European Union Parliament passed legislation that will accelerate the phase-out of single-hull tankers between now and 2010, ban the carriage of heavy crude oil and heavy fuel oils on single-hull tankers in European waters and impose a Condition Assessment Scheme for single-hull tankers older than 15 years. This new regulation effectively banned all Category 1 single hull tankers over the age of 23 years immediately, with all remaining Category 1 single hull tankers being phased out by 2005. The phase-out date for Category 2 single hull tankers is 2010, with double sided or double bottomed tankers being phased-out by the earlier of 2015 or 25 years of age. The regulations became effective on October 21, 2003, and immediately banned approximately 11% of the existing world tanker fleet from trading in European waters.
Although the United States is not a party, many countries have ratified and follow the liability scheme adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended (or CLC), and the Convention for the Establishment of an International Fund for Oil Pollution of 1971, as amended. Under these conventions, which are applicable to vessels that carry persistent oil (not LNG) as cargo, a vessel’s registered owner is strictly liable for pollution damage caused onin the territorial waters of a contracting state by discharge of persistent oil, subject to certain complete defenses. Many of the countries that have ratified the CLC have increased the liability limits through a 1992 Protocol to the CLC. The liability limits in the countries that have ratified this Protocol are currently approximately $6.7$6.5 million plus approximately $938$899 per gross registered tonne above 5,000 gross tonnes with an approximate maximum of $134$128 million per vessel withand the exact amount tied to a unit of account which varies according to a basket of currencies. The right to limit liability is forfeited under the CLC wherewhen the spill is caused by the owner’s actual fault or privity and, under the 1992 Protocol, wherewhen the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to contracting states must provide evidence of insurance covering the limited liability of the owner. In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or in a manner similar to the CLC.
In addition, the IMO, various countries and states, such as Australia, the United States and the State of California, and various regulators, such as port authorities, the U.S. Coast Guard and the U.S. Environmental Protection Agency, have either adopted legislation or regulations, or are separately considering the adoption of legislation or regulations, aimed at regulating the transmission, distribution, supply and storage of LNG, the discharge of ballast water and the discharge of bunkers as a potential pollutant.pollutants, and requiring the installation on ocean-going vessels of pollution prevention equipment such as oily water separators and bilge alarms.
Our shuttle tankers primarily operate in the North Sea. In addition to the regulations imposed by the IMO, countries having jurisdiction over North Sea areas impose regulatory requirements in connection with operations in those areas. These regulatory requirements, together with additional requirements imposed by operators in North Sea oil fields, require that we make further expenditures for sophisticated equipment, reporting and redundancy systems on our shuttle tankers and for the training of seagoing staff. Additional regulations and requirements may be adopted or imposed that could limit our ability to do business or further increase the cost of doing business in the North Sea.
The following discussion is a summary of the principal United States, Bahamian, Bermudian, Marshall Islands, Norwegian and Spanish tax laws applicable to us. The following discussion of tax matters, as well as the conclusions regarding certain issues of tax law that are reflected in such discussion, are based on current law. No assurance can be given that changes in or interpretation of existing laws will not occur or will not be retroactive or that anticipated future factual matters and circumstances will in fact occur. Our views have no binding effect or official status of any kind, and no assurance can be given that the conclusions discussed below would be sustained if challenged by taxing authorities.
The following discussion is based upon the provisions of the U.S. Internal Revenue Code of 1986, as amended (or theCode), existing and proposed U.S. Treasury Department regulations, administrative rulings, pronouncements and judicial decisions, all as of the date of this Annual Report.
We have made special U.S. tax elections in respect of some of our vessel-owning or vessel-operating subsidiaries that are potentially subject to U.S. tax as a result of deriving income attributable to the transportation of cargoes to or from the United States. Our Norwegian, Canadian and Spanish subsidiaries that occasionally transport cargoes to and from the United States are eligible to claim exemption from United States tax under the United States-Norway, United States-Canada or United States-Spain Income Tax Treaties. Other subsidiaries that are considered to derive income from sources within the United States rely on our ability to claim exemption under Section 883 of the Code.
For 2005 and 2004, approximately 13.1% and 2003, approximately 15.2% and 12.3%, respectively, of our gross shipping revenues were derived from U.S. sources attributable to the transportation of cargoes to or from the United States. The average U.S. federal income tax on such U.S. source income, in the absence of exemption under Section 883, would have been 4% thereof, or approximately $13.7$10.3 million and $7.8$13.7 million, respectively, for 20042005 and 2003.2004.
Under Section 883 of the Code, we will be exempt from U.S. Taxation on our U.S. source shipping income if:
| (a) | Teekay is organized in a qualified foreign country which is one that grants an equivalent exemption from tax to corporations organized in the United States in respect of the shipping income for which exemption is being claimed under Section 883 (referred to as the “country of organization requirement”); and |
| (b) | Teekay can satisfy any one of the following three stock ownership requirements: |
Final Treasury regulations interpreting Section 883 were promulgated in August 2003 and became effective for tax years beginning after September 24, 2004 (January 1, 2005 for calendar year taxpayers). For purposes of this discussion, we have assumed these regulations apply for 2004.2005. As of the date of this report, we believe that we qualify for the Section 883 exemption from U.S. tax on U.S. source shipping income under the final Treasury Regulations on the basis that we satisfy the country of organization requirement because we are organized in the Marshall Islands and the publicly-traded requirement because our stock is primarily and regularly traded on an established securities market in the United States within the meaning of the Section 883 of the Code and the Treasury Regulations thereunder. We can give no assurance that any changes in the ownership of our stock subsequent to the date of this report will permit us to continue to qualify for the Section 883 exemption.
If we do not qualify for the Section 883 exemption, we would be subject to U.S. federal income taxation under one of two alternative tax regimes (the 4% gross basis tax or the net basis tax). We may be subject to a 4% U.S. federal income tax on the U.S. source portion of our gross income (without the benefit of deductions) attributable to shipping transportation that begins or ends in the United States. For this purpose, the U.S. source portion of such gross income is deemed to be 50% of the income attributable to transportation that begins or ends in the United States.
If we have transportation income that is deemed to be "effectively connected"“effectively connected” with a trade or business in the U.S. and we do not qualify for the Section 883 exemption, we may be subject to corporate income tax on a net basis (currently the highest statutory rate is 35%); however, we do not expect to have any transportation income that is U.S. effectively connected income.
We believe that neither we nor our subsidiaries will be subject to taxation under the laws of the Marshall Islands, the Bahamas or Bermuda, and distributions by our subsidiaries to us also will not be subject to any taxes under the laws of such countries.
Our Norwegian subsidiaries are subject to the ordinary Norwegian corporate tax legislation, which in general charges a 28% tax on taxable income. As of December 31, 2004,2005, the operations of our Norwegian subsidiaries consisted of:
We don’t expect that payment of Norwegian income taxes will have a material effect on our results.
Spain imposes income taxes on income generated by our majority owned Spanish subsidiary’s shipping related activities at a rate of 35%. Two alternative Spanish tax regimes provide incentives for Spanish companies engaged in shipping activities, the Canary Islands Special Ship Registry (orCISSR) and the Spanish Tonnage Tax Regime (orTTR). As at December 31, 2005, the vessels operated by our operating Spanish subsidiaries were subject to the CISSR; however, we have applied for all but two of these vessels to be taxed under the TTR commencing with the 2006 tax year.
Our Spanish subsidiary’s vessels are registered in the Canary Islands Special Ship Registry. Consequently, weCISSR and are thus allowed a credit, equal to 90% of the tax payable on income from the commercial operation of the Canary Islands registered ships, against the tax otherwise payable. This effectively results in an income tax rate of approximately 3.5% on income from the operation of these vessels. Vessel sales are subject to the full 35% Spanish tax rate. A 20% reinvestment credit it available if the entire gross proceeds from the vessel sale are reinvested in a qualifying asset and if the asset disposed of has been held for a minimum period of one year.
We record deferred taxesUnder the TTR, the applicable income tax is based on the consolidated financial statementsweight (measured as net tonnage) of the vessel and the number of days during the taxable period that the vessel is at the company’s disposal, excluding time required for repairs. The tax base ranges from 0.20 Euros per day per 100 tonnes to 0.90 Euros per day per 100 tonnes, against which the generally applicable tax rate of 35% will apply. If the shipping company also engages in accordance with accounting principlesactivities other than those subject to the TTR regime, income from those other activities will be subject to tax at the generally acceptedapplicable rate of 35%. If a vessel is acquired and disposed of by a company while it is subject to the TTR regime, any gain on the disposition of the vessel generally is not subject to Spanish taxation. If the company acquired the vessel prior to becoming subject to the TTR regime or if the company acquires a used vessel after becoming subject to the TTR regime, the difference between the fair market value of the vessel at the time it enters into the TTR and the tax value of the vessel at that time is added to the taxable income in Spain when the United States. Please see Note 1vessel is disposed of and generally remains subject to our December 31, 2004 audited consolidated financial statements included elsewhere in this annual report on Form 20-F. Spanish taxation at the rate of 35%.
We don’t expect Spanish income taxes will have a material effect on our results.
Not applicable.
Teekay is one of the world’s leading providers of international crude oil and petroleum product transportation services. We estimate that we transported more than 10% of the world’s seaborne oil in 2004.2005. Through our acquisition ofpublicly listed subsidiary, Teekay Shipping Spain S.L.LNG Partners L.P. (orTeekay SpainLNG) (formerly Naviera F. Tapias S.A.), we have also expanded into the liquefied natural gas (orLNG) shipping sector. As at December 31, 2004,2005, our fleet (excluding vessels managed for third parties) consisted of 154145 vessels (including 1517 newbuildings on order, 5153 vessels time-chartered-in nine vessels held for sale and five vessels owned bythrough joint ventures). Our conventional oil tankers provide for a total cargo-carrying capacity of approximately 19.113.6 million deadweight tonnes (ormdwt), and our LNG and LPGliquid petroleum gas carriers have total cargo-capacitycargo-carrying capacity of approximately 1.02.2 million cubic meters.
Our voyage revenues are derived from:
The table below illustrates the primary distinctions among these types of charters and contracts:
Contract of
Voyage Charter(1) Time-CharterTime Charter Bareboat-CharterBareboat Charter Affreightment
Typical contract length........length...... Single voyage One year or more One year or more One year or more
Hire rate basis(2)........................ Varies Daily Daily Typically daily
Voyage expenses (3) ...........expenses(3) .......... We pay Customer pays Customer pays We pay
Vessel operating expenses (3)..expenses(3). We pay We pay Customer pays We pay
Off-hire(4) .................................... Customer does Varied Customernot pay Varies Customer typically not paypays Customer typically pays
does not pay (1) Under a consecutive voyage charter, the customer pays for idle time.___________________________ (2) "Hire" rate refers to the basic payment from the charterer for the use of the vessel. (3) Defined below under "Important Financial and Operational Terms and Concepts." (4) "Off-hire" refers to the time a vessel is not available for service.
| (1) | Under a consecutive voyage charter, the customer pays for idle time. |
| (2) | "Hire" rate refers to the basic payment from the charterer for the use of the vessel. |
| (3) | Defined below under "Important Financial and Operational Terms and Concepts." |
| (4) | "Off-hire" refers to the time a vessel is not available for service. |
Our fleet is divided into three main segments, the spot tanker segment, the fixed-rate tanker segment and the fixed-rate LNG segment.
Spot Tanker Segment
Our spot tanker segment consists of conventional crude oil tankers and product carriers operating on the spot market or subject to time charters or contracts of affreightment priced on a spot-market basis or short-term fixed-rate contracts. We consider contracts that have an original term of less than three years in duration to be short-term. All of our very large crude carrier (orVLCC) fleet and substantiallySubstantially all of our conventional Aframax, large product and small product tanker fleetstankers are among the vessels included in the spot tanker segment. Our spot market operations contribute to the volatility of our revenues, cash flow from operations and net income. 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. As at December 31, 2004,2005, we had five Aframax tankersoneAframax tanker on order in our spot tanker segment scheduled to be delivered between January 2005 and Marchin April 2007, three large product tanker scheduled to be delivered between November 2006 and January 2007 and two Suezmax tankers scheduled to be delivered betweenin August 2005 and December 2006, and one Suezmax tanker which delivered in March 2005 and was sold concurrently with its delivery.2008.
Fixed-Rate Tanker Segment
Our fixed-rate tanker segment includes our shuttle tanker operations, floating storage and offtake (orFSO) vessels, a liquid petroleum gas carriers,carrier and conventional crude oil, methanol and product tankers on long-term fixed-rate time-chartertime charter contracts or contracts of affreightment. Our shuttle tanker business, which is operated through our business unit Teekay Navion Shuttle Tankers, includes the shuttle tanker operations of our subsidiaries Navion AS (orNavion) and Ugland Nordic Shipping (orUNS),AS. This business unit provides services to oil companies, primarily in the North Sea, under long-term fixed-rate contracts of affreightment or time-charter agreements.time charter contracts. Historically, the utilization of shuttle tankers in the North Sea is higher in the winter months as favorable weather conditions in the summer months provide opportunities for repairs and maintenance to the offshore oil platforms, which generally reduces oil production. As at December 31, 2004,2005, we had on order for our fixed-rate segment two newbuilding conventional crude oil Aframax tankers and one newbuilding conventional crude oil Suezmax tanker in our fixed-rate tanker segment.tankers. Upon delivery of the Aframax tankers,their deliveries, which isare scheduled for January and March 2008, the vessels will commence 10-year long-termtime charters to our SPTSkaugen PetroTrans joint venture. The Suezmax tanker will commence a 20-year time charter contract with Compania Espanola de Petroleos, S.A. (orCEPSA), a Spanish energy conglomerate, upon delivery scheduled for July 2005. In April 2004, we commenced a charter contract to provide Unocal Thailand with an FSO vessel (the Pattani Spirit) for a minimum of 10 years.
Fixed-Rate LNG Segment
Our fixed-rate LNG segment consists of LNG carriers subject to long-term, fixed-rate time-chartertime charter contracts. The acquisition of Teekay Shipping Spain, S.L. (orTeekay Spain) on April 30, 2004 established our entry into the LNG shipping sector. Our fixed-rate LNG segment includes four LNG carriers acquired as part of the Teekay Spain acquisition, includingacquisition. Two of the deliveryLNG carriers have been included from the date of onethe Teekay Spain acquisition. The other two LNG carriercarriers delivered in July 2004, which commenced service under a 25-year time-charter contract (with a charterer’s option to extend an additional five years), and the delivery of another LNG carrier in December 2004, which commenced service under a 20-year time-charter contract (with a charterer’s option to extend an additional ten years).respectively. As at December 31, 2004,2005, we had threenine newbuilding LNG carriers on order, whichorder. Three of these carriers will commence service under long-term contracts with Ras Lafan Liquefied Natural Gas Co. Limited II (orRasGas II), a joint venture company between a subsidiary of ExxonMobil Corporation and Qatar Petroleum,Petroleum. These charters will commence upon their deliveries of the vessels, which are scheduled for the fourth quarter of 2006 and the first half of 2007. The vessels will be time-chartered to RasGas II for a period of 20 years, with a charterer’s option to extend for periods up to an additional 15 years. These LNG charter contracts are subject, in certain circumstances, to termination and vessel purchase rights in favor of RasGas II. Qatar Gas Transport Company has exercised its right to acquire a 30% interest in these vessels. In connection with the closing of its initial public offering, we transferred to Teekay LNG all of our delivered LNG carriers and agreed to sell to Teekay LNG all of our interest in the three RasGas II vessels upon delivery of the first vessel in 2006.
In July 2005, we were awarded a 70% interest in two LNG carriers and related 20-year, fixed-rate time charters to service the Tangguh LNG project in Indonesia. The customer will be The Tangguh Production Sharing Contractors, a consortium led by BP Berau, a subsidiary of BP plc. We have contracted to construct two double-hulled LNG carriers of 155,000 cubic meters each at a total delivered cost of approximately $450.0 million (including the joint venture partner’s 30% share of approximately $135.0 million). The charters will commence upon vessel deliveries, which are scheduled for late 2008 and early 2009. We will have operational responsibility for the vessels in this project. In accordance with an existing agreement, we are required to offer our ownership interest in these carriers and related charter contracts to Teekay LNG. The remaining 30% interest in the project is held by BLT LNG Tangguh Corporation, a subsidiary of PT Berlian Tanker Tbk.
In August 2005, we were awarded a 40% interest in four LNG carriers and related 25-year, fixed-rate time charters (with options to extend up to an additional 10 years) to service expansion of the LNG project in Qatar. The customer will be Ras Laffan Liquefied Natural Gas Co. Limited (3) (orRasGas 3), a joint venture company between Qatar Petroleum and a subsidiary of ExxonMobil Corporation. We have contracted to construct four double-hulled LNG carriers of 217,000 cubic meters each at a total delivered cost of approximately $1.1 billion (of which our 40% portion is approximately $0.4 billion). The charters will commence upon vessel deliveries, which are scheduled for the first half of 2008. The remaining 60% interest in the project will be held by Qatar Gas Transport Company Ltd. We will have operational responsibility for the vessels in this project. Under the charters, Qatar Gas Transport Company Ltd. may assume operational responsibility beginning 10 years following delivery of the vessels. In accordance with an existing agreement, we are required to offer our ownership interest in these vessels and related charter contracts to Teekay LNG.
On May 10, 2005, Teekay LNG sold, as part of an initial public offering, 6.9 million of its common units at $22.00 per unit for proceeds of $135.7 million, net of $16.1 million of commissions and other expenses associated with the offering.
In November 2005, Teekay LNG completed a follow-on public offering of 4.6 million common units at a price of $27.40 per unit. Proceeds from the follow-on offering were $120.3 million, net of an estimated $5.8 million of commissions and other expenses associated with the offering. As of December 31, 2005, we owned a 67.8% interest in Teekay LNG, including our 2% general partner interest. Please read Item 18 – Financial Statements: Note 3 – Public Offerings of Teekay LNG Partners L.P.
In November 2005, we sold to Teekay LNG three double-hulled Suezmax class crude oil tankers and related long-term, fixed-rate time charters for an aggregate price of $180.0 million. These vessels, theAfrican Spirit, theAsian Spirit and theEuropean Spirit, have an average age of two years and are chartered to a subsidiary of ConocoPhillips, an international, integrated energy company. Teekay LNG financed the acquisition with the net proceeds of the previously-mentioned follow-on public offering of its common units, together with borrowings under a revolving credit facility and cash balances.
On April 30, 2004, we acquired 100% of the issued and outstanding shares of Teekay Shipping Spain S.L. for $298.2 million in cash and the assumption of existing debt and then remaining newbuilding commitments.We believe the long-term, fixed-rate nature of Teekay Spain’s charter contracts will add stability to our cash flow and earnings throughout the tanker market cycle. Please seecommitments.Please read Item 4.4 – Information on the Company: Business Acquisitions and Divestitures – Acquisition of Teekay Shipping Spain S.L., formerly Naviera F. Tapias S.A. and Item 18 —– Financial Statements: Note 3 —4 – Acquisition of Teekay Shipping Spain S.L.
On September 30, 2003, we acquired 50% of the issued and outstanding shares of PetroTrans Holdings Ltd., the parent company of Skaugen PetroTrans Inc. (orSPT). Please see Item 4. Information on the Company: Acquisition of 50% of PetroTrans Holdings Ltd. and Item 18 — Financial Statements: Note 5 — Acquisition of 50% of PetroTrans Holdings Ltd.
In April 2003, we completed our acquisition of 100% of the issued and outstanding shares of Navion AS for approximately $774.2 million in cash, including transaction costs of approximately $7.0 million. Please seeread Item 4.4 – Information on the Company: Business Acquisitions and Divestitures – Acquisition of Navion AS and Item 18—18 – Financial Statements: Note 4 —5 – Acquisition of Navion AS.
In November 2004, our wholly-owned subsidiary, Teekay LNG Partners L.P. (orTeekay LNG Partners), filed a registration statement with the U.S. Securities and Exchange Commission for an initial public offering of its common units. Teekay LNG Partners is a Marshall Islands limited partnership recently formed by us as part of our strategy to expand our operations in the LNG sector. Upon the closing of the offering, Teekay LNG Partners will provide LNG and crude oil marine transportation services through a fleet of LNG carriers and Suezmaz class crude oil tankers, primarily consisting initially of vessels we obtained through our acquisition of Teekay Spain. Teekay GP L.L.C. is a wholly owned subsidiary of Teekay Shipping Corporation and the general partner of Teekay LNG Partners. Please see Item 18 — Financial Statements: Note 17 – Commitments and Contingencies.
As described above under “Item 4. Information on the Company: Regulations,” in 2003 both the International Maritime Organization (or IMO), the United Nations’ global maritime regulatory body, and the European Union Parliament adopted regulations that, among other things, accelerate the phasing-out of single-hull tankers.
As a result of these regulations, which became effective April 5, 2005, we recorded a $56.9 million non-cash write-down in our spot tanker segment in 2003, and reduced the estimated useful lives from 25 years to approximately 21 years for the two remaining2003. We have subsequently sold all of our vessels affected by these regulatory changes.
regulations as part of our fleet renewal program. Management believes that these IMO and European Union regulations may result in further market discrimination against older single-hull vessels.
We are not aware of any other regulatory changes or environment liabilities that we anticipate will have a material impact on our current or future operations.
We use a variety of financial and operational terms and concepts when analyzing our performance. These include the following:
Voyage Revenues. Voyage revenues primarily include revenues from voyage charters, time charters and contracts of affreightment. Voyage revenues are affected by hire rates and the number of calendar-ship-days a vessel operates. Voyage revenues are also affected by the mix of business between time charters, voyage charters and contracts of affreightment. Hire rates for voyage charters are more volatile, as they are typically tied to prevailing market rates at the time of a voyage.
Forward Freight Agreements. We are exposed to marketfreight rate risk for vessels in our spot tanker segment from changes in spot market rates for vessels. In certain cases, we use forward freight agreements (orFFAs) to manage this risk. FFAs involve contracts to provide a fixed number orof theoretical voyages at fixed-rates, thus hedging a portion of our exposure to the spot charter market. These agreements are recorded as assets or liabilities and measured at fair value. Changes in the fair value of the FFAs are recognized in other comprehensive income (loss) until the hedged item is recognized as voyage revenue in income. The ineffective portion of a change in fair value is immediately recognized into income through voyage revenues.
Voyage Expenses. Voyage expenses are all expenses unique to a particular voyage, including any bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Voyage expenses are typically paid by the customer under time charters and by us under voyage charters and contracts of affreightment. When we pay voyage expenses, we typically add them to our hire rates at an approximate cost.
Net Voyage Revenues. Net voyage revenues represent voyage revenues less voyage expenses. Because the amount of voyage expenses we incur for a particular charter depends upon the form of the charter, we use net voyage revenues to improve the comparability between periods of reported revenues that are generated by the different forms of charters. We principally use net voyage revenues, a non-GAAP financial measure, because it provides more meaningful information to us about the deployment of our vessels and their performance than voyage revenues, the most directly comparable financial measure under accounting principles generally accepted in the U.S.United States (orGAAP).
Time Charter Equivalent (TCE) Rates. Bulk shipping industry freight rates are commonly measured in the shipping industry at the net voyage revenues level in terms of time charter equivalent (orTCE) rates, which represent net voyage revenues divided by calendar-ship-days.
Vessel Operating Expenses. Under all types of charters for our vessels, except for bareboat charters, we are responsible for vessel operating expenses, which include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses.
Income from Vessel Operations.To assist us in evaluating our operations by segment, we analyze our income from vessel operations for each segment, which represents the income we receive from the segment after deducting operating expenses, and depreciation and amortization, but prior to the deduction of net interest expense, income taxes, foreign currency and interest rate swap gains or losses and other income and losses.
Drydocking. We must periodically drydock each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, we drydock each of our vessels every two and a half to five years, depending upon the type of vessel and its age. In addition, a shipping society classification intermediate survey is performed on our LNG carriers between the second and third year of the five-year drydocking period. We capitalize a substantial portion of the costs incurred during drydocking and for the survey and amortize those costs on a straight-line basis from the completion of a drydocking or intermediate survey to the estimated completion of the next drydocking. We expense costs related to routine repairs and maintenance incurred during drydocking that do not improve or extend the useful lives of the assets. The number of drydockings undertaken in a given period the size of the vessels and the nature of the work performed determine the level of drydocking expenditures.
Depreciation and Amortization. Our depreciation and amortization expense typically consists of the following three components:of:
Time Charter Equivalent (TCE) Rates. Bulk shipping industry freight rates are commonly measured in the shipping industry at the net voyage revenues level in terms of “time charter equivalent” (orTCE) rates, which represent net voyage revenues divided by revenue days.
Revenue Days. Revenue days are the Company.
total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with major repairs, drydockings or special or intermediate surveys. Consequently, revenue days represents the total number of days available for the vessel to earn revenue. Idle days, which are days when the vessel is available for the vessel to earn revenue, yet is not employed, are included in revenue days. We use revenue days to explain changes in our net voyage revenues between periods.
Calendar-ship-days. Calendar-ship-days are equal to the aggregatetotal number of calendar days in a period that our vessels operatewere in our possession during thata period. As a result, we use calendar-ship-days primarily in explaining changes in vessel operating expenses, time charter hire expense and depreciation and amortization.
Restricted Cash Deposits. Under capital lease arrangements for two of our LNG carriers, we (a) borrowborrowed under term loans and depositdeposited the proceeds into restricted cash accounts and (b) enterentered into capital leases, also referred to as “bareboator bareboat charters,” for the vessels. The restricted cash deposits, approximate the present value oftogether with interest earned thereon, will equal the remaining amounts we owe under the lease arrangements, including our obligation to purchase the vessels at the end of the lease terms. The restricted cash deposits and interest earned thereon will fully fund the payments under these bareboat charters, including our obligation to purchase the vessels. During vessel construction, we borrow underused the term loans andloan borrowings to make restricted cash deposits that approximate theequal to construction installment payments. We also maintain restricted cash on depositdeposits relating to certain other term loans and other obligations. Please seeread Item 18 – Financial Statements: Note 11 – Capital Leases and Restricted Cash.
During 2005, crude tanker freight rates eased from the peaks of 2004 tanker spotbut remained significantly higher than historical averages. Freight rates for product tankers rose to the highest levelnear record levels, driven to a large extent by tightness in three decades as strong global oil demand growthrefinery upgrading capacity in key consuming regions and a higher level of oil supplies from long-haul sources increased the tanker demand. In early 2005, reduced oil production by Middle East OPEC members, lower Iraqi oil exports, and unforeseen production outageshurricane-related disruptions in the North Sea caused tanker ratesU.S. Gulf. In the aftermath of the hurricanes, U.S. Gulf crude production and refinery operations faced severe disruptions, which led to decline, although they remained at high levels.longer haul movements of crude oil and finished products, resulting in increased tonne-mile demand for tankers.
Global oil demand, an underlying driverThe pace of tanker demand, rose to 82.5 million barrels per day (ormb/d) during 2004, an increase of 2.7 mb/d, or 3.4%, from 2003. Strong global economic growth ledeased from 2004 but remained robust in historical terms, driven predominantly by the United States, China non-OECD Asian countries and North America helped pushIndia. Growth in oil demand in 2005 compared to record levels.
Global2004 was dampened by high oil prices and the elimination of price subsidies in some Asian countries. The majority of growth in oil demand was met by longer-haul OPEC production, as non-OPEC output remained flat from the previous year. Overall, global oil supply increased by 3.4 mb/d, or 4.3%, to 83.0 mb/d in 2004 from 79.6 mb/d in 2003 due in part to a 1.4 mb/d rise in long-haul Middle East OPEC oil production. Non-OPEC production rose by 1.0 mb/d mainly as a result(or 1.2%) over 2004 to 84.1 mb/d. The increase in transportation distances helped to maintain high utilization of rising outputthe world tanker fleet in the former Soviet Union. Atspite of its January 30, 2005 meeting, OPEC (excluding Iraq) voted to leave its existing quota limit unchangedgrowing at 27.0 mb/d, citing a forecasted balance between oil supply and demand foran above-average rate. Overall, the first quarter of 2005.
The size of the world tanker fleet rose to 334.0 million deadweight tonnes (or327.5 mdwt) as of December 31, 2004,2005, up 1722.7 mdwt or 5.4%(or 7.4%) from December 31, 2003. Deliveriesthe end of 2004. As a result, tanker newbuildings aggregated 27.8 mdwt in 2004, exceeding total deletions of 10.8 mdwt.
Asfreight markets remained sensitive to external disruptions which kept spot tanker rates at December 31, 2004, the world tanker order book rose to 89.6 mdwt, representing 26.8% of the total world tanker fleet, up from 77.6 mdwt, or 24.5%, as of December 31, 2003.healthy levels.
The outlook for the tanker market for the remainder of 2005during 2006 is positive sincebased on market fundamentals and the balance between tanker demandeffect of short-term events. The global economy remains strong and tanker supply is expected to continue to be relatively tightdrive oil demand growth during this period. Thethe year.
As of March 2006 the International Energy Agency estimated oil demand growth of 1.5 mb/d (or 1.8%) for 2006 compared to 2005 demand, driven mainly by the United States and China. With oil prices remaining at high levels, OPEC members are not cutting back on their oil production quota limits, in spite of the seasonally weak second quarter due to ongoing geopolitical factors. OPEC is forecasting anexpected to increase its crude oil production capacity by approximately 0.9 mb/d during 2006 with the majority of the increase coming from Middle East producers. Non-OPEC production is also estimated to grow during 2006, led by the former Soviet Union, West Africa and Latin America.
Longer haul crude trades are likely to increase as a result of U.S. Gulf offshore crude production outages expected to persist through to the middle of the 2006 and anticipated increase in crude and fuel oil demandmovements from the Atlantic Basin to Asia. In the product tanker sector, bottlenecks in the refining system, coupled with refinery outages and implementation of 1.8 mb/d, or 2.2%,new fuel specifications in 2005 over 2004, which should typically lead to an approximate 4.0%the United States, may also result in a further increase in the long haul trades.
During 2006, the growth in the tanker demand.fleet will be dictated mainly by mandatory and voluntary scrapping levels, and the removal of vessels from the fleet for conversion and use in the offshore sector, where demand is rising. The 31.0 mdwttanker orderbook at the end of 2005 was down slightly from 2004, and it is expected that the pace of crude tanker deliveries will be slower in scheduled new2006, while product tanker deliveries in 20052006 are expected to be largely offset by the increase in tanker demand and the impactremain consistent with 2005 levels. Charterer discrimination against single-hull tonnage continues to grow, which marginalizes a portion of the recent IMO regulations, which are expectedworld fleet.
Based on finely balanced market fundamentals, the tanker market is likely to phase-out approximately 3remain above mid-cycle with short-term disruptions having the potential to 5% of the existing world tankerstretch fleet or 10 to 15 mdwt, during 2005.utilization levels.
In accordance with GAAP, we report gross voyage revenues in our income statements and include voyage expenses among our operating expenses. However, shipowners base economic decisions regarding the deployment of their vessels in the spot market segment upon anticipated TCE rates, and industry analysts typically measure bulk shipping freight rates in terms of TCE rates. This is because under time charter contracts the customer usually pays the voyage expenses whereaswhile under voyage charters and contracts of affreightment the shipowner 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 voyage revenues (i.e.(i.e. voyage revenues less voyage expenses) and TCE rates of our three reportable segments where applicable. Please seeread Item 18 —– Financial Statements: Note 2 – Segment Reporting.
The following tables comparetable compares our operating results by reportable segment for 2005, 2004 and 2003, and 2002, and comparecompares our net voyage revenues (which is a non-GAAP financial measure) by reportable segment for 2005, 2004, and 2003 and 2002 to voyage revenues, the most directly comparable GAAP financial measure:
- --------------------------------------------------- ------------------------------ -------------------------------------------------------------------------- ------------------------------------------ ---------------------Year Ended December 31,2005 2004Year Ended December 31,2003Year Ended December 31, 2002Fixed Fixed FixedFixed- Fixed- Fixed- Fixed- Fixed- Spot-Rate FixedRate Rate Spot-RateRate Rate Spot-RateRate Tanker Tanker-RateLNG Tanker Tanker LNG Tanker Tanker Segment Segment Segment Total Segment Segment Segment Total Segment Segment Total ($000's) ($000's) ($000's) ($000's) ($000's) ($000's) ($000's) ($000's) ($000's) ($000's) ($000's) - ----------- -------- -------- ------- ---------- ---------- ------------------------ ------------------- --------- ---------------------------- ----------------- ---------- VoyageRevenuesrevenues 1,122,845 734,128 97,645 1,954,618 1,450,791 725,061 43,386 2,219,238 1,081,974 494,121 1,576,095632,281 151,046 783,327VoyageExpenses (355,116) (7,058) (221) (432,395) (342,928) (51,728) (394,656) (234,376) (5,079) (239,455)expenses 347,043 72,078 48 419,169 355,116 77,058 221 432,395 342,928 51,728 394,656 - ----------- -------- -------- ------- ---------- ---------- ----------------- ----------------- ---------- ------------------ ---------- ----------------- --------- NetVoyage Revenuesvoyage revenues 775,802 662,050 97,597 1,535,449 1,095,675 648,003 43,165 1,786,843 739,046 442,393 1,181,439397,905 145,967 543,872Vessel operating expenses 62,525 128,916 15,308 206,749 93,394 117,586 7,509 218,489 126,261 84,435 210,696 Time charter hire expense 273,730 194,260 - 467,990 263,122 194,058 - 457,180 168,344 136,279 304,623 Depreciation and amor- tization 55,105 120,064 30,360 205,529 95,570 129,074 12,854 237,498 106,374 84,863 191,237 General and administ- rative (1) 89,465 57,059 13,183 159,707 70,371 56,431 3,940 130,742 53,338 31,809 85,147 Writedown/ (gain) on sale of vessels and equipment (142,004) 2,820 - (139,184) (72,101) (7,153) - (79,254) 90,326 63 90,389 Restructuring charge 1,927 955 - 2,882 1,002 - - 1,002 4,382 2,001 6,383 -------- ------- -------- ---------- ---------- -------- ------- ---------- --------- -------- --------- Income from vessel operations 435,054 157,976 38,746 631,776 644,317 158,007 18,862 821,186 190,021 102,943 292,964 - ----------- -------- ------- -------- ---------- ---------- ----------------- ----------------- ---------- ------------------ ---------- ----------------- ---------
- ----------- ---------------------------------------- ------------------------------ -------------------------------Year Ended December 31, 2004Year Ended December 31, 2003Year Ended December 31, 2002Fixed Fixed Fixed Spot -Rate Fixed Spot -Rate Spot -Rate Tanker Tanker -Rate LNG Tanker Tanker Tanker Tanker Segment Segment Segment Total Segment Segment Total Segment Segment Total (%) (%) (%) (%) (%) (%) (%) (%) (%) (%) - ----------- ---------- -------- --------- ---------- --------- --------- --------- ---------- --------- --------- Voyage Revenues 65 33 2 100 69 31 100 81 19 100 Voyage Expenses 82 18 - 100 87 13 100 98 2 100 - ----------- ---------- -------- --------- ---------- --------- --------- --------- ---------- --------- --------- Net Voyage Revenues 62 36 2 100 63 37 100 73 27 100 - ----------- ---------- -------- --------- ---------- --------- --------- --------- ---------- --------- ---------
| (1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources). |
The following table outlines the TCE rates earned by the vessels in our spot tanker segment for 2005, 2004 2003 and 2002:2003:
---------------------------------- -------------------------------------------------------------- --------------------------------------------------------------- --------------------------------Year Ended December 31,2005 2004Year Ended December 31,2003Year Ended December 31, 2002TCE per TCE per TCE per Net Voyagecalendar-Revenue Net Voyagecalendar-Revenue Net Voyagecalendar-Revenue Vessel Type RevenuesCalendar ship-dayRevenue Day RevenuesCalendar ship-dayRevenue Day RevenuesCalendar ship-dayRevenue Day ($000's) Days ($) ($000's) Days ($) ($000's) Days ($) - --------------------------- ----------------------------- -------- --------- ----------- --------- ------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- VLCC 8,347 90 92,744 67,129887 75,681876 76,631 36,891819 45,044 6,257 365 17,141807 45,714 Suezmax(1)133,706 2,423 55,182 62,329 1,841 33,85668,395 1,862 36,732 122,412 2,374 51,564 62,909 1,790 35,145 Aframax(1) 536,390 14,587 36,769 802,914 20,377 39,403 535,260 20,704 25,853 Oil/Bulk/Ore (2) - - -Aframax(1) 813,371 20,697 39,299 535,570 21,489 24,923 340,643 21,383 15,930 Oil/Bulk/Ore (2)3,269157 20,822150 21,793 39,8492,451 16,258 32,749 2,920 11,2152,389 16,680 LargeProductProduct(1) 103,802 3,480 29,828 50,221 1,962 25,597 17,331 560 30,948- - -Small Product 58,868 3,957 14,877 49,175 3,515 13,990 27,9602,416 11,573 - - -2,392 11,689 - --------------------------- ----------------------------- -------- --------- ----------- --------- ------------------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Totals1,116,871 29,641 37,680 719,930 29,576 24,342 379,649 24,668 15,390775,802 23,976 32,357 1,095,120 29,254 37,435 720,200 28,642 25,145 =========================== ============================= ======== ========= =========== ========= =================== ========== ========== ========== ========== ========== ========== ==========
| (1) |
| Results for 2005, 2004 and 2003 for our Aframax |
| Results for 2005 for our large product tankers include realized gains from FFAs of |
| (2) | The oil/bulk/ore fleet’s net voyage revenues exclude $0.5 million (2004) |
We acquired Teekay Spain on April 30, 2004. Consequently, our 2004 financial results for our segments only reflect Teekay Spain’s results of operations commencing May 1, 2004.
Spot Tanker Segment
TCE rates for the vessels in our spot tanker segment primarily depend on oil production and consumption levels, the number of vessels in the worldwide tanker fleet scrapped, the number of newbuildings delivered and charterers’ preference for modern tankers. As a result of our dependence on the spot tanker market, any fluctuations in TCE rates will affect our revenues and earnings. Our average TCE rate for the vessels in our spot tanker segment decreased 13.6% to $32,357 for 2005, from $37,454 for 2004. During 2005, approximately 51% of our net voyage revenues were earned by the vessels in the spot tanker segment, compared to approximately 62% in 2004. This percentage decrease from 2004 was due primarily to our acquisition of Teekay Spain’s fixed-rate Suezmax tanker and LNG fleet, the sale of a number of older vessels from our spot tanker segment during 2005 and the decrease in spot tanker rates compared to 2004, partially offset by newbuilding deliveries and an increase in the number of chartered-in vessels in our spot tanker segment.
The following table provides a summary of the changes in calendar-ship-days by owned and chartered-in vessels for our spot tanker segment:
- --------------------------------------------------------------------------------------------------------------------
2005 2004 Percentage Change
(Calendar Days) (Calendar Days) (%)
- --------------------- --------------------------------- -------------------------------- ---------------------------
Owned Vessels 10,733 16,181 (33.7)
Chartered-in Vessels 13,552 13,460 0.7
- --------------------- --------------------------------- -------------------------------- ----------------------------
Total 24,285 29,641 (18.1)
===================== ================================= ================================ ============================
The average fleet size of our spot tanker fleet decreased 18.1% from 29,641 calendar days in 2004 to 24,285 calendar days in 2005. This decrease was primarily the result of:
| partially offset by |
As at December 31, 2005, all our owned and chartered-in vessels in the spot tanker segment were double-hulled.
Net Voyage Revenues. Net voyage revenues for the spot tanker segment decreased 29.2% to $775.8 million for 2005, from $1,095.7 million for 2004. This decrease was primarily due to the decrease in our fleet size as well as the decrease in TCE rates compared to 2004. Voyage expenses decreased 2.3% to $347.0 million for 2005, from $355.1 million for 2004, primarily as a result of the decrease in fleet size, which was primarily offset by an increase in average bunker fuel prices. Port expenses also increased for 2005 compared to 2004 as a result of increased security concerns, particularly in the United States. On a per revenue day basis, voyage expenses increased to $14,475 in 2005 compared to $12,139 in 2004.
Vessel Operating Expenses. Vessel operating expenses decreased 33.1% to $62.5 million for 2005, from $93.4 million for 2004. The decrease in vessel operating expenses was primarily due to the sale of a number of older vessels in 2005 and 2004, partially offset by our newbuilding deliveries during these periods.
Time-Charter Hire Expense. Time-charter hire expense increased 4.0% to $273.7 million for 2005, from $263.1 million for 2004. This increase was due primarily to a 0.7% increase of chartered-in vessels. In addition, our average per ship per day time-charter hire expense increased 3.3% to $20,198 in 2005 compared to $19,548 in 2004.
Depreciation and Amortization. Depreciation and amortization expense decreased 42.3% to $55.1 million for 2005, from $95.6 million for 2004. The decrease was primarily attributable to the previously-mentioned vessel dispositions, partially offset by newbuilding deliveries. Depreciation and amortization expense included amortization of drydocking costs of $6.5 million for 2005, compared to $16.1 million for 2004. The decrease in drydock amortization was primarily due to the previously-mentioned sale of older vessels which required more frequent drydocks.
Gain on Sale of Vessels. Gain on sale of vessels for 2005 of $142.0 million included gains on the sale of the 14 older vessels and one newbuilding, as well as amortization of a deferred gain on the sale and leaseback of three Aframax tankers that occurred in December 2003. The gain on sale of vessels for 2004 of $72.1 million included gains on the sale of 11 older vessels, as well as the amortization of deferred gain from the 2003 sale-leaseback transactions.
Restructuring Charges. The spot tanker segment incurred restructuring charges of $1.9 million in 2005 relating to the relocation of certain operational functions from our Vancouver office to locations closer to where our customers are located and to where our ships operate, which we undertook in response to the global nature of our operations. During 2006, we expect to incur approximately $7.0 million of further restructuring charges as we complete this relocation. Restructuring charges of $1.0 million in 2004 relate to the closure of our Oslo, Norway office.
Fixed-Rate Tanker Segment
The following table provides a summary of the changes in calendar-ship-days by owned and chartered-in vessels for our fixed-rate tanker segment:
- --------------------------------------------------------------------------------------------------------------------
2005 2004 Percentage Change
(Calendar Days) (Calendar Days) (%)
- --------------------- --------------------------------- -------------------------------- ---------------------------
Owned Vessels 14,464 14,808 (2.3)
Chartered-in Vessels 6,157 5,905 4.3
- --------------------- --------------------------------- -------------------------------- ----------------------------
Total 20,621 20,713 (0.4)
===================== ================================= ================================ ============================
The average fleet size of our fixed-rate tanker segment (including vessels chartered-in) decreased slightly in 2005 compared to 2004. This decrease was primarily the result of:
| partially offset by |
| • | the commencement of thePattani Spirit FSO project in April 2004. |
Net Voyage Revenues. Net voyage revenues increased slightly by 2.2% to $662.1 million for 2005, from $648.0 million for 2004, primarily due to:
| • | an increase of $2.2 million relating to the commencement of thePattani Spirit FSO project in April 2004; |
| partially offset by |
During 2005, approximately 43% of our net voyage revenues were earned by the vessels in the fixed-rate tanker segment, compared to approximately 36% in 2004, primarily due to the reduction in the contribution from our spot rate segment.
Vessel Operating Expenses. Vessel operating expenses increased 9.6% to $128.9 million for 2005, from $117.6 million for 2004. The increase in vessel operating expenses was primarily due to:
| • | an increase of $1.4 million relating to the commencement of thePattani Spirit FSO project in April 2004; |
| partially offset by |
Time-Charter Hire Expense. Time-charter hire expense remained virtually unchanged at $194.3 million for 2005, compared to $194.1 million for 2004. The 4.3% increase in the number of chartered-in vessels was substantially offset by a decrease in per day time-charter rates on certain of our shuttle tankers.
Depreciation and Amortization. Depreciation and amortization expense decreased 7.0% to $120.1 million for 2005, from $129.1 million for 2004. The decrease was mainly due to:
| partially offset by |
| • | an increase of $1.4 million relating to thePattani Spirit FSO project commenced in April 2004; and |
Depreciation and amortization expense included amortization of drydocking costs of $8.4 million for 2005, compared to $7.3 million for 2004, and includes amortization of contracts of $15.3 million for 2005, compared to $21.0 million for 2004.
Vessel and Equipment Writedowns and Gain on Sale of Vessels. Vessel and equipment writedowns and gain on sale of vessels for 2005 was a net loss of $2.8 million, which was comprised of:
| partially offset by |
Gain on sale of vessels for 2004 of $7.2 million represents gains on the sale of three older vessels.
Restructuring Charges. Restructuring charges of $1.0 million in 2005 relate to the closure of our Sandefjord, Norway office. We incurred no restructuring charges in 2004 in our fixed-rate tanker segment.
Fixed-Rate LNG Segment
The following table provides a summary of the changes in calendar-ship-days for our fixed-rate LNG tanker segment:
- ---------------------------------------------------------------------------------------------------------------------
2005 2004 Percentage Change
(Calendar Days) (Calendar Days) (%)
- --------------------- --------------------------------- -------------------------------- ---------------------------
Owned Vessels 1,460 660 121.2
- --------------------- --------------------------------- -------------------------------- ----------------------------
The results of our fixed-rate LNG segment reflect the operations of two LNG carriers acquired as part of our acquisition of Teekay Spain on April 30, 2004. We had two newbuilding LNG carriers delivered to us in July 2004 and December 2004 (collectively, theLNG Deliveries). We had no LNG shipping operations prior to the Teekay Spain acquisition. On May 10, 2005, our subsidiary, Teekay LNG, issued 6,900,000 common units as part of its initial public offering, effectively reducing our ownership of Teekay LNG to 77.7%. In November 2005, Teekay LNG issued an additional 4,600,000 common units, further reducing our ownership of Teekay LNG to 67.8%. Please read “ — Public Offerings by Teekay LNG Partners L.P.” above. As of December 31, 2005, all of the vessels (excluding vessels under construction) in our fixed-rate LNG segment were owned by Teekay LNG. The results below reflect 100% of these vessels. The minority owners’ share of the results of these vessels is reflected as minority expense contained in other – net in our consolidated statements of income.
Net Voyage Revenues. Net voyage revenues for the fixed-rate LNG segment increased 126.1% to $97.6 million, or $66,847 per calendar-ship-day, for 2005 from $43.2 million, or $65,402 per calendar-ship-day, for 2004 primarily due to:
| partially offset by |
Vessel Operating Expenses. Vessel operating expenses increased 103.9% to $15.3 million, or $10,485 per calendar-ship-day, for 2005 from $7.5 million for 2004, or $11,377 per calendar-ship-day, primarily due to:
Depreciation and Amortization. Depreciation and amortization increased 136.2% to $30.4 million in 2005 from $12.9 million in 2004 primarily due to:
Depreciation and amortization expense in the fixed-rate LNG segment included $8.9 million in 2005 and $3.6 million in 2004 of amortization of time-charter contracts acquired as part of the Teekay Spain acquisition.
Other Operating Results
General and Administrative Expenses. General and administrative expenses increased 22.2% to $159.7 million for 2005, from $130.7 million for 2004, primarily due to:
| partially offset by |
Interest Expense. Interest expense increased 9.0% to $132.4 million for 2005, from $121.5 million for 2004. This increase primarily reflects interest on the additional debt we incurred in connection of our acquisition of Teekay Spain.
Interest Income. Interest income increased 83.2% to $33.9 million for 2005, compared to $18.5 million for 2004. This increase was primarily due to our acquisition of Teekay Spain during April 2004. A majority of our interest income is the result of interest earned on restricted cash balances Teekay Spain is required to have on deposit relating to capital lease arrangements. Please read “ — Important Financial and Operational Terms and Concepts — Restricted Cash Deposits” above.
Equity Income From Joint Ventures. Equity income from joint ventures decreased 18.9% to $11.1 million for 2005, from $13.7 million for 2004, primarily due to a decline in earnings from our 50% share in Skaugen PetroTrans, which provides lightering services primarily in the Gulf of Mexico and was adversely affected by hurricanes Katrina and Rita.
Gain on Sale of Marketable Securities. We sold no marketable securities in 2005. During 2004 we sold all of our marketable securities for proceeds of $135.4 million, which resulted in a gain on sale of marketable securities of $93.2 million.
Foreign Exchange Gains (Losses). Foreign exchange gains were $59.8 million in 2005 compared to foreign exchange losses of $42.7 million in 2004, primarily due to the strengthening of the U.S. Dollar in 2005 and weakening of the U.S. Dollar in 2004, relative to other currencies, particularly the Euro. Most of our foreign currency gains or losses are attributable to the revaluation of our Euro-denominated term loans at the end of each period for financial reporting purposes, and substantially all of the gains or losses are unrealized. As of the date of this report, our Euro-denominated revenues generally approximate our Euro-denominated operating expenses and our Euro-denominated interest and principal repayments.
Other Income (Loss). Other loss of $33.3 million for 2005 was primarily comprised of minority interest expense of $16.6 million, a $13.3 million loss on bond redemption, a $7.8 million loss from settlement of interest rate swaps and $7.5 million writeoff of capitalized loan costs, partially offset by $2.3 million income tax recovery and leasing income from our volatile organic compound emissions equipment. The loss from settlement of interest rate swaps and the writeoff of capitalized loan costs are non-recurring items related to debt prepayments made prior to the initial public offering of Teekay LNG. The minority interest expense primarily reflects the minority owners share of the foreign exchange gains incurred by Teekay LNG. Other loss of $25.0 million for 2004 was primarily comprised of income taxes of $35.0 million, minority interest expense of $2.3 million and a $0.8 million loss on bond redemption, partially offset by dividend income and income from our volatile organic compound emissions equipment.
Net Income. As a result of the foregoing factors, net income decreased to $570.9 million for 2005, from $757.4 million for 2004.
We acquired Teekay Spain on April 30, 2004. Consequently, our 2004 financial results for our segments only reflect Teekay Spain’s results of operations commencing May 1, 2004. We completed our acquisition of Navion on April 1, 2003. Consequently, our 2003 financial results for our segments only reflect Navion’s results of operations onfrom that date.
Spot Tanker Segment
TCE rates for the vessels in our spot tanker segment primarily depend on oil production and consumption levels, the number of vessels scrapped, the number of newbuildings delivered and charterers’ ‘reference for modern tankers. As a result of our dependence on the spot tanker market, any fluctuations in TCE rates will affect our revenues and earnings. As a result of the previously mentioned strong tanker freight rates during 2004, our average TCE rate for the vessels in our spot tanker segment increased 54.8%48.9% to $37,680$37,435 for 2004, from $24,342$25,145 for 2003. During 2004, approximately 62% of our net voyage revenues were earned by the vessels in the spot tanker segment, compared to approximately 63% in 2003. The percentage decrease from 2003 was due primarily to our acquisition of Teekay Spain and its fixed-rate Suezmax tanker and LNG fleet and the sale of 11 older spot vessels as part of our fleet renewal program, partially offset by the increase in spot tanker rates compared to 2003 and an increase in the chartered-in vessels in our spot tanker segment.
The following table provides a summary of the changechanges in fleet size, based on calendar-ship-days of our spot tanker segment by owned and chartered-in vessels:vessels for our spot tanker segment:
--------------------------------------- --------------------------------------------------- -----------------------------------------------------------------------------------------------------------------------------------------------Year Ended December 31,- -------------------------------------- --------------------------------------------------- --------------------------20042003Percentage Change (Calendar Days) (Calendar Days) (%) --------------------------------------- ------------------------- ------------------------- ----------------------------------------------- --------------------------------- -------------------------------- --------------------------- Owned Vessels 16,181 21,206 (23.7) Chartered-in Vessels 13,460 8,370 60.8 --------------------------------------- ------------------------- ------------------------- ----------------------------------------------- --------------------------------- -------------------------------- ---------------------------- Total 29,641 29,576 0.2====================================== ========================= ========================= =============================================== ================================= ================================ ============================
The average fleet size of our spot tanker fleet (including vessels chartered-in) increased slightly in 2004, primarily due the delivery of four Aframax newbuildings and an increase in the number of vessels chartered-in due to the inclusion of Navion for a fully year in 2004, compared to nine months in 2003, as well as the sale and leaseback of three Aframax tankers in December 2003. These increases were substantially offset by the sale of 11 older tankers in the spot tanker segment during 2004.
Net Voyage Revenues.Net voyage revenues for the spot tanker segment increased 48.3% to $1,095.7 million for 2004, from $739.0 million for 2003. This increase was primarily due to the increases in average TCE rates from 2003.
Vessel Operating Expenses.Vessel operating expenses, which include crewing, repairs and maintenance, insurance, stores and lubes, and communication expenses decreased 26.0% to $93.4 million for 2004, from $126.3 million for 2003.2004. The decrease in vessel operating expenses was primarily due to the sale of 11 older vessels during the year.2004.
Time-Charter Hire Expense.Time-charter hire expense increased 56.3% to $263.1 million for 2004, from $168.3 million for 2003. This increase was due primarily to the previously mentionedpreviously-mentioned increase of chartered-in vessels.
Depreciation and Amortization.Depreciation and amortization expense decreased 10.2% to $95.6 million for 2004, from $106.4 million for 2003. The decrease was primarily attributable to the previously mentionedpreviously-mentioned vessel dispositions, partially offset by the deliveries of the four newbuilding Aframax tankers during 2004 and the increased amortization of older vessels due to the accelerated depreciation of vessels affected by the previously mentioned IMO regulations. Depreciation and amortization expense included amortization of drydocking costs of $16.1 million for 2004, compared to $22.3 million for 2003. The decrease in drydock amortization was primarily due to the previously mentionedpreviously-mentioned sale of older vessels, that requirewhich required more frequent drydocks.
Gain (Loss) on Sale of Vessels.Gain on sale of vessels for 2004 of $72.1 million included gains on the sale of the 11 older vessels, as well as amortization of a deferred gain on the sale and leaseback of the three Aframax tankers in December 2003. The write-downs and loss on sale of vessels for 2003 of $90.3 million was primarily comprised of the write-down of vessel values as a result of the previously mentionedpreviously-mentioned IMO regulations and vessels sold in 2003.
Restructuring Charges.We incurred restructuring charges of $1.0 million in 2004 relating to the closure of our Oslo, Norway office. Restructuring charges of $4.4 million in 2003 relate to the closure of our Oslo, Norway and Melbourne, Australia offices, and severance costs related to the termination of seafaring staff.
Fixed-Rate Tanker Segment
The following table provides a summary of the changechanges in fleet size, based on calendar ship days, of our fixed-rate tanker segmentcalendar-ship-days by owned and chartered-in vessels:vessels for our fixed-rate tanker segment:
--------------------------------------- --------------------------------------------------- -----------------------------------------------------------------------------------------------------------------------------------------------Year Ended December 31,- -------------------------------------- --------------------------------------------------- --------------------------20042003Percentage Change (Calendar Days) (Calendar Days) (%) --------------------------------------- ------------------------- ------------------------- ----------------------------------------------- --------------------------------- -------------------------------- --------------------------- Owned Vessels 14,808 10,196 45.2 Chartered-in Vessels 5,905 4,370 35.1 --------------------------------------- ------------------------- ------------------------- ----------------------------------------------- --------------------------------- -------------------------------- ---------------------------- Total 20,713 14,566 42.2====================================== ========================= ========================= =============================================== ================================= ================================ ============================
The average fleet size of our fixed-rate tanker segment (including vessels chartered-in) increased significantly in 2004 compared to 2003 primarily due to our acquisition of Teekay Spain, which included four Suezmax tankers in this segment, and the delivery of four newbuildings in 2004. In addition, the results of Navion, including its fixed-rate shuttle tanker fleet, were only included for nine months in 2003, compared to a full year in 2004.
Net Voyage Revenues.Net voyage revenues increased 46.5% to $648.0 million for 2004, from $442.4 million for 2003 primarily due to the increase in fleet size. The shuttle tankers acquired as part of our acquisition of Navion generated, on average, more revenue per ship than the remaining vessels in our fixed-rate tanker segment. During 2004, approximately 36% of our net voyage revenues were earned by the vessels in the fixed-rate tanker segment, compared to approximately 37% in 2003.
Vessel Operating Expenses.Vessel operating expenses increased 39.3% to $117.6 million for 2004, from $84.4 million for 2003. The increase in vessel operating expenses was primarily due to the increase in fleet size and the appreciation of other major currencies in which we incur expenses against the U.S. Dollar. The shuttle tankers acquired as part of our acquisition of Navion incurred, on average, higher operating costs per ship than the remaining vessels in our fixed-rate tanker segment.
Time-Charter Hire Expense.Time-charter hire expense increased 42.4% to $194.1 million for 2004, from $136.3 million for 2003. The increase is due primarily to Navion’s chartered-in shuttle tankers being included for the full year in 2004, but only for nine months in 2003, the date of the Navion acquisition.2003.
Depreciation and Amortization.Depreciation and amortization expense increased 52.1% to $129.1 million for 2004, from $84.9 million for 2003. The increase was mainly due to increased vessel cost amortization during 2004 as a result of the increase in fleet size of owned vessels in this segment, the amortization of the estimated fair market value of the time chartertime-charter contracts we acquired as part of the Teekay Spain acquisition and a full year of amortization during 2004 of the contracts of affreightment we acquired as part of the 2003 Navion acquisition. Depreciation and amortization expense included amortization of drydocking costs of $7.3 million for 2004, compared to $4.2 million for 2003.
Gain on Sale of Vessels.Gain on sale of vessels for 2004 of $7.2 million represents gains on the sale of three older vessels. Loss on sale of vessels for 2003 of $0.1 million relaterelates to the sale of a shuttle tanker in our fixed-rate tanker segment.
Restructuring Charges.We incurred no restructuring charges in 2004 in our fixed-rate tanker segment. Restructuring charges of $2.0 million in 2003 relate to the closure of our Oslo, Norway and Melbourne, Australia offices, and severance costs related to the termination of seafaring staff.
Fixed-Rate LNG Segment
The results of our fixed-rate LNG segment reflect the operations of our four LNG carriers (including one newbuilding that delivered in July 2004, and one newbuilding that delivered in December 2004) acquired as part of our acquisition of Teekay Spain on April 30, 2004. The total number of calendar ship days of our LNG carriers during 2004 was 660. We had no LNG shipping operations prior to the Teekay Spain acquisition.
Net Voyage Revenues.Net voyage revenues totaled $43.2 million for 2004, or $65,402 per calendar-ship-day. During 2004 approximately 2% of our net voyage revenues were earned by the vessels in the fixed-rate LNG segment.
Vessel Operating Expenses.Vessel operating expenses totaled $7.5 million for 2004, or $11,377 per calendar-ship-day.
Depreciation and Amortization.Depreciation and amortization was $12.9 million in 2004, which includes $3.6 million of amortization of time-charter contracts acquired as part of the Teekay Spain acquisition.
Other Operating Results
General and Administrative Expenses.General and administrative expenses increased 53.5% to $130.7 million for 2004, from $85.1 million for 2003, primarily as a result of the Teekay Spain acquisition, the inclusion of Navion for 12 months in 2004 compared to only nine months in 2003, an increase in the accrual for performance-based bonuses in 2004, including $12.5 million authorized by the Board of Directorsaccrued in addition to the regularbonuses under our annual bonus plan, and the appreciation of several major currencies against the U.S. Dollar.
Interest Expense.Interest expense increased 50.0% to $121.5 million for 2004, from $81.0 million for 2003. This increase primarily reflects interest on the additional debt we incurred in connection of our acquisitions of Navion and Teekay Spain.
Interest Income.Interest income increased 372.5% to $18.5 million for 2004, compared to $3.9 million for 2003. This increase was primarily due to interest earned on higher average cash and restricted cash balances. Please seeread “Important Financial and Operational Terms and Concepts — Restricted Cash Deposits” above.
Equity Income From Joint Ventures.Equity income from 50%-owned joint ventures increased 97.0% to $13.7 million for 2004, from $7.0 million for 2003, primarily as a result of our acquisition of a 50% interest in SPTSkaugen PetriTrans during September 2003.
Gain on Sale of Marketable Securities. We sold our investment in A/S Dampkibsselskabet Torm for a gain of $93.2 million in 2004. In 2003 we recorded a gain on sale of marketable securities was $93.2of $0.5 million.
Foreign Exchange Gains (Losses). Foreign exchange losses were $42.7 million in 2004 compared to $0.5$3.9 million in 2003. During 2004 we sold2003, primarily due to the weakening of the U.S. Dollar relative to other currencies, particularly the Euro. Most of our investmentsforeign currency gains or losses are attributable to the revaluation of our Euro-denominated term loans at the end of each period for financial reporting purposes, and substantially all of the gains or losses are unrealized. We did not have any Euro-denominated term loans prior to our acquisition of Teekay Spain in marketable securities. Please see Item 18 – Financial Statements: Note 6 – Investments in Marketable Securities.2004.
Other Income (Loss).Other loss of $67.7$25.0 million for 2004 was primarily comprised of foreign exchange losses of $42.7 million, income taxes of $35.0 million, minority interest expense of $2.3 million and a $0.8 million loss on bond redemption of $13.4 million of our 8.32% First Preferred Ship Mortgage Notes, partially offset by dividend income from our joint ventures and leasing income from our volatile organic compound emissions equipment. Other loss of $46.0$42.2 million for 2003 was primarily comprised of income taxes of $36.5 million, a $5.4 million loss on redemption of $57.9 million of our 8.32% First Preferred Ship Mortgage Notes, a write-down of marketable securities, goodwill and other assets, and minority interest expense, and foreign exchange losses, partially offset by dividend income from Nordic American Tanker Shipping Ltd. (orNATS), and leasing income from our volatile organic compound emissions equipment.
Net Income.As a result of the foregoing factors, net income increased to $757.4 million for 2004, from $177.4 million for 2003.
We completed our acquisition of on April 1, 2003. Consequently, our 2003 financial results for our segments only reflect Navion’s results of operations for nine months.
Spot Tanker Segment
As a result of strengthening in tanker freight rates during 2003, our average TCE rate for the vessels in our spot tanker segment increased 58.2% to $24,342 for 2003, from $15,390 for 2002. During 2003, approximately 63% of our net voyage revenues were earned by the vessels in the spot tanker segment, compared to approximately 73% in 2002. The decrease from 2002 was due primarily to our acquisition of Navion and its shuttle tanker fleet that is part of our fixed-rate tanker segment, partially offset by an increase in spot tanker rates compared to 2002.
The following table provides a summary of the change in fleet size, based on calendar ship days, of our spot tanker segment by owned and chartered-in vessels:
- -------------------------------------- --------------------------------------------------- --------------------------Year Ended December 31,- -------------------------------------- --------------------------------------------------- --------------------------20032002Percentage Change(Calendar Days) (Calendar Days) (%) - -------------------------------------- ------------------------- ------------------------- -------------------------- Owned Vessels 21,206 22,824 (7.1) Chartered-in Vessels 8,370 1,844 353.9 - -------------------------------------- ------------------------- ------------------------- -------------------------- Total 29,576 24,668 19.9 ====================================== ========================= ========================= ==========================
The average fleet size of our spot tanker fleet (including vessels chartered-in) increased in 2003, primarily due to our acquisition of Navion, and the delivery of three chartered-in newbuildings (two Aframax tankers delivered in April 2003 and August 2003, and a VLCC delivered in June 2003) and a vessel under capital lease (an Aframax tanker delivered in September 2003). These increases were partially offset by the sale of 16 older tankers in the spot tanker segment during 2003 as part of our fleet renewal program. The average fleet size of our owned spot tanker fleet decreased in 2003.
Net voyage revenues for the spot tanker segment increased 85.7% to $739.0 million for 2003, from $397.9 million for 2002. These increases were primarily due to the increases in average fleet size and average TCE rates from 2002.
Vessel operating expenses, which include crewing, repairs and maintenance, insurance, stores and lubes, and communication expenses, decreased 1.3% to $126.3 million for 2003, from $128.0 million for 2002. The decrease in vessel operating expenses was primarily due to the decreased size of our owned spot tanker fleet, partially offset by higher repairs and maintenance costs on our remaining vessels.
Time-charter hire expense increased 237.0% to $168.3 million for 2003, from $49.9 million for 2002. This increase was due primarily to the addition of the chartered-in vessels included as part of the Navion acquisition and the previously mentioned delivery of three additional chartered-in vessels.
Depreciation and amortization expense increased 0.9% to $106.4 million for 2003, from $105.4 million for 2002. The increase was primarily attributable to the larger fleet size resulting from our acquisition of Navion and increased drydock amortization, substantially offset by the effect of the previously mentioned vessel dispositions. Depreciation and amortization expense included amortization of drydocking costs of $22.3 million for 2003, compared to $18.1 million for 2002. The increase in drydock amortization was primarily due to an increase in the amount of work done in drydock on most vessels during 2003 and an increase in the frequency of required drydockings for older vessels.
As previously mentioned, we wrote down the book values of certain of our tankers by $56.9 million in the fourth quarter of 2003 due to changes in IMO regulations, and we sold 16 older vessels in our spot tanker segment in 2003. These dispositions resulted in a $34.7 million write-down in the book value of these vessels, partially offset by a $1.3 million gain on the sale of some of the vessels. There were no vessel write-downs or vessel dispositions in our spot tanker segment in 2002.
Restructuring charges of $4.4 million in 2003 related to the closure of our Oslo, Norway and Melbourne, Australia offices, and severance costs related to the termination of seafaring staff. There were no restructuring changes in our spot tanker segment in 2002.
Fixed-Rate Tanker Segment
The following table provides a summary of the change in fleet size, based on calendar-ship-days of our fixed-rate tanker segment by owned and chartered-in vessels:
- -------------------------------------- --------------------------------------------------- --------------------------Year Ended December 31,- -------------------------------------- --------------------------------------------------- --------------------------20032002Percentage Change(Calendar Days) (Calendar Days) (%) - -------------------------------------- ------------------------- ------------------------- -------------------------- Owned Vessels 10,196 6,249 63.2 Chartered-in Vessels 4,370 - - - -------------------------------------- ------------------------- ------------------------- -------------------------- Total 14,566 6,249 133.1 ====================================== ========================= ========================= ==========================
The average fleet size of our fixed-rate tanker segment (including vessels chartered-in) more than doubled in 2003 compared to 2002, primarily due to our acquisition of Navion and the addition of four shuttle tankers (including deliveries of two newbuilding shuttle tankers) in 2003. In addition, the first three of five newbuilding conventional tankers on 12-year charters to ConocoPhillips were delivered in the second half of 2003.
Net voyage revenues increased 203.1% to $442.4 million for 2003, from $146.0 million for 2002, primarily due to the increase in fleet size. The shuttle tankers acquired as part of our acquisition of Navion generated, on average, more revenue per ship than the remaining vessels in our fixed-rate tanker segment. During 2003, approximately 37% of our net voyage revenues were earned by the vessels in the fixed-rate tanker segment, compared to approximately 27% in 2002.
Vessel operating expenses increased 110.7% to $84.4 million for 2003, from $40.1 million for 2002. The increase in vessel operating expenses was primarily due to the increase in fleet size. The shuttle tankers acquired as part of our acquisition of Navion incurred, on average, higher operating costs per ship than the remaining vessels in our fixed-rate tanker segment. Other less significant reasons for the increase in vessel operating expenses were higher repair, maintenance and crewing costs, and the appreciation of the Norwegian Kroner against the U.S. Dollar.
Time-charter hire expense was $136.3 million for 2003. We incurred no time-charter hire expense in 2002, as we did not have any chartered-in tankers in the fixed-rate tanker segment prior to our acquisition of Navion. As at December 31, 2003, we had 13 chartered-in shuttle tankers and one chartered-in methanol carrier.
Depreciation and amortization expense increased 93.4% to $84.9 million for 2003, from $43.9 million for 2002. The increase was mainly due to increased vessel cost amortization as a result of the increase in fleet size of our owned vessels and the amortization of the estimated fair market value of the contracts of affreightment we acquired as part of the Navion acquisition. Depreciation and amortization expense included amortization of drydocking costs of $4.2 million for 2003, compared to $3.7 million for 2002.
Loss on sale of vessels for 2003 of $0.1 million related to the sale of a shuttle tanker in our fixed-rate tanker segment. There were no vessel dispositions in our fixed-rate tanker segment in 2002.
Restructuring charges of $2.0 million in 2003 relate to the closure of our Oslo, Norway and Melbourne, Australia offices, and severance costs related to the termination of seafaring staff. No restructuring charges were incurred in 2002 in our fixed-rate tanker segment.
Other Operating Results
General and administrative expenses increased 48.7% to $85.1 million for 2003, from $57.2 million for 2002, primarily as a result of the Navion acquisition, a special compensation expense to an executive officer and the appreciation of several major currencies against the U.S. Dollar.
Equity income from 50%-owned joint ventures increased 54.1% to $7.0 million for 2003, from $4.5 million for 2002, primarily as a result of our acquisition of a 50% interest in SPT during September 2003.
Interest expense increased 39.7% to $81.0 million for 2003, from $58.0 million for 2002. This increase primarily reflects interest on the additional debt we incurred to acquire Navion.
Interest income increased 12.2% to $3.9 million for 2003, compared to $3.5 million for 2002. This increase was primarily due to interest earned on higher average cash balances, partially offset by lower interest rates.
Other loss of $46.0 million for 2003 was primarily comprised of income taxes of $36.5 million, a loss on redemption of $57.9 million of our 8.32% First Preferred Ship Mortgage Notes, a write-down of available-for-sale securities, goodwill and other assets, minority interest expense, and foreign exchange losses, partially offset by dividend income from Nordic American Tanker Shipping Ltd., leasing income from our volatile organic compound emissions equipment and a gain on the disposition of available-for-sale securities. Other loss of $14.9 million for 2002 was primarily comprised of income taxes of $11.4 million, the settlement of a contingent payment relating to our purchase in 1993 of all the issued and outstanding shares of Palm Shipping Inc. (now Teekay Chartering Limited), a loss on sale of available-for-sale securities, and minority interest expense, partially offset by dividend income from Nordic American Tanker Shipping Ltd., and foreign exchange gains.
As a result of the foregoing factors, net income increased to $177.4 million for 2003, from $53.4 million for 2002.
Liquidity and Cash Needs
As at December 31, 2004,2005, our total cash and cash equivalents was $427.0$237.0 million, compared to $292.3$427.0 million at December 31, 2003.2004. Our total liquidity, including cash short-term marketable securities and undrawn long-term borrowings, was $966.8 million as at December 31, 2005, down from $1,258.2 million as at December 31, 2004, up from $774.8 million as at December 31, 2003.2004. The increasedecrease in liquidity was mainly the result of long-term debt repayments, scheduled reductions of our revolving credit facilities and cash used for capital expenditures, share repurchases and payment of dividends, partially offset by cash generated by our operating activities, proceeds from the sale of 14 older vessels during 2005, and net proceeds from the year and the salepublic offerings of common units by our subsidiary Teekay LNG. In addition, we were amending two of our marketable securities during the year, partially offset byrevolving credit facilities at December 31, 2005, which were completed in January 2006 and provide an additional $213.0 million of liquidity. We believe that our debt repayments, cash used for capital expenditures and payment of dividends. In our opinion, working capital is sufficient for our present requirements.
Cash Flows
The following table summarizes our cash and cash equivalents provided by (used for) operating, financing and investing activities for the years presented:
- ------------------------------------------------------------------------ -----------------------------------------------
2005 2004
($000's) ($000's)
- ------------------------------------------------------------------------ ------------------------ ----------------------
Net operating cash flows................................................ 609,042 814,704
Net financing cash flows................................................ (632,402) (370,403)
Net investing cash flows................................................ (166,693) (309,548)
- ------------------------------------------------------------------------ ------------------------ ----------------------
Operating Cash Flows
The decrease in net operating cash flow from operating activities increasedmainly reflects the decrease in aggregate calendar-ship-days for our fleet to $814.7 million46,366 in 2005, compared to 51,014 in 2004, from $455.6 millionand the reduction in 2003, mainly reflecting the significant increase in our average spot TCE rates.
Financing Cash Flows
Scheduled debt repayments were $61.2 million during 2005, compared to $150.3 million during 2004 compared to $62.2 million during 2003. Repayments of capital lease obligations were $66.1 million in 2004 compared to $0.3 million in 2003.2004. Debt prepayments were $1,731.2 million$2.6 billion during 20042005, compared to $1,466.8 million$1.7 billion during 2003. Of our 2004 debt prepayments, $1,326.0 million resulted from our drawing down and subsequently prepaying under some of our eight long-term revolving credit facilities (the Revolvers) in anticipation of the closing of the Teekay Spain acquisition and for internal restructuring purposes. In addition, in 2004 a total of $391.0 million of2004. We used cash generated from operations, andproceeds from vessel sales, net proceeds from the public offerings of common units by our subsidiary Teekay LNG and longer-term financings to make these prepayments. Of our debt prepayments in 2005, $1.9 billion was used to prepay certain term loans,revolving credit facilities and $14.2$640.0 million was used to repurchaseprepay a number of term loans. In addition, we used $99.0 million to repay a portion of the 8.875% Senior Notes due July 11, 2011 and $5.9 million to repay the 8.32% First Preferred Ship Mortgage Notes (the8.32% Notes).by way of a deposit held at The Bank of New York, the trustee. Occasionally we use our Revolversrevolving credit facilities to temporarily finance capital expenditures until longer-term financing is obtained, at which time we typically use all or a portion of the proceeds from the longer-term financings to prepay outstanding amounts under the Revolvers.facilities. Please seeread Item 18 —– Financial Statements: Note 98 – Long-Term Debt. In addition, in April 2005 we paid $143.3 million to settle interest rate swaps associated with $727.4 million of debt. Please read Item 18 – Financial Statements: Note 16 – Derivative Instruments and Hedging Activities and Item 18 – Financial Statements: Note 3 – Public Offerings of Teekay LNG Partners L.P.
As at December 31, 2004,2005, our total long-term debt was $2,108.0 million,$1.8 billion, compared to $1,600.1 million$2.1 billion as at December 31, 2003.2004. As at December 31, 2004,2005, our Revolversrevolving credit facilities provided for borrowings of up to $1,361.2 million,$1.5 billion, of which $831.2$729.8 million was undrawn. The amount available under the Revolversthese credit facilities reduces by $142.2 million (2005), $165.2$133.2 million (2006), $130.1$134.4 million (2007), $444.3$349.6 million (2008), $39.4$176.0 million (2009), $77.4 million (2010) and $440.0$628.2 million (thereafter). All of the Revolversour revolving credit facilities are collateralized by first priorityfirst-priority mortgages granted on 5244 of the Company’sour vessels, together with other related collateral, and include a guarantee fromare guaranteed by Teekay for all amounts outstanding under the Revolvers.or our subsidiaries. Our 8.32% Notes are due February 1, 2006 and are subject to a sinking fund which retires $45.0 million principal amount of the 8.32% Notes on February 1 of each year, commencing 2004. Our 7.25% Premium Equity Participating Security Units are due May 18, 2006 and our unsecured 8.875% Senior Notes are due July 15, 2011. Our outstanding term loans reduce in monthly quarterly or semi-annualquarterly payments with varying maturities through 2023. In February 2006, our 7.25% Premium Equity Participating Security Units due May 18, 2006 settled and are no longer outstanding. Please seeread Item 18 – Financial Statements: Note 98 – Long-Term Debt.Debt and Note 21(b) – Subsequent Events.
Among other matters, our long-term debt agreements generally provide for the maintenance of certain vessel market value-to-loan ratios and minimum consolidated financial covenants and prepayment privileges (in some cases with penalties), and restrictions against the incurrence of new investments by the specified subsidiaries without prior lender consent. The amount of Restricted Payments, as defined, that we can make, including dividends and purchases of our own capital stock, was limited to $892.8 million as of December 31, 2004.. Certain of the loan agreements require that we maintain a minimum level of free cash. As at December 31, 2004,2005, this amount was $100$100.0 million. Certain of the loan agreements also require that we maintain a minimum level of free liquidity and undrawn revolving credit lines (excluding undrawn revolving credit lines with less than 6at least six months to maturity) be maintained.maturity. As at December 31, 2004,2005, this amount was $205.8$110.5 million.
We conduct our funding and treasury activities within corporate policies designed to minimize borrowing costs and maximize investment returns while maintaining the safety of the funds and appropriate levels of liquidity for our purposes. We hold cash and cash equivalents primarily in U.S. dollars,Dollars, with some balances held in Japanese Yen, Singapore Dollars, Canadian Dollars, Australian Dollars, British Pounds, Euros and Norwegian Kroner.
We are exposed to market risk from foreign currency fluctuations and changes in interest rates, spot market rates for vessels and bunker fuel prices. We use forward foreign currency contracts, interest rate swaps, forward freight agreements and bunker fuel swap contracts to manage currency, interest rate, spot tanker rates and bunker fuel price risks, and spot tanker rates, but we do not use these financial instruments for trading or speculative purposes. Please seeread Item 11 – Quantitative and Qualitative Disclosures About Market Risk.
Dividends declared during 20042005 were $42.4$49.2 million, or $0.5125 per share. In October 2004, we increased our quarterly dividend from $0.125 per share to $0.1375$0.62 per share.
In November 2004,During the first quarter of 2005, we announced that our Board of Directors authorized the repurchase of up to 3,000,000 shares of our common stock. As at December 31, 2004, we had repurchased 1,400,2001.6 million shares of our common stock for $67.6 million, or $42.27 per share, which completed a 3.0 million share repurchase program announced in November 2004 at an average pricea total cost of $43.73$128.9 million, or $42.95 per share. In JanuaryDuring the remainder of 2005, pursuant to share repurchase programs announced in April, July and December 2005 for up to $225.0 million, $250.0 million and $180.0 million, respectively, we repurchased an additional 1,599,80011.1 million shares at an average price of $42.27, for a total of 3,000,000 shares repurchased.$470.8 million, or $42.47 per share.
In November 2004, our subsidiary Teekay LNG Partners filed a registration statement with the Securities and Exchange Commission for an initial public offering of its common units. Proceeds from the offering will be used to repay debt the partnership will owe to us and to pay offering expenses. Proceeds of any exercise of the over-allotment option will be used to repay debt under ship financing arrangements of the partnership. Please see Item 18 – Financial Statements: Note 17 – Commitments and Contingencies.Investing Cash Flows
During 2004, we 2005, we:
As at December 31, 2004, we were committed to thesold for total proceeds of $534.0 million; and
We are also committed to capital leases on one Aframax tanker, four Suezmax tankersContingencies - Joint Ventures.
The following table summarizes our long-term contractual obligations as at December 31, 20042005:
- -------------------------------------------------- ------------- ------------ ------------ ------------ ------------- (in millions of U.S. dollars).Less than 1 1 ---------------------------------------------- --------- --------- --------- --------- --------- --------- ---------- 2005 2006 2007 2008 2009 There-3 3 - 5 More than Totalafteryear years years 5 years ---------------------------------------------- --------- --------- --------- --------- --------- --------- ------------------------------------------------------------ ------------- ------------ ------------ ------------ ------------- U.S. Dollar-Denominated Obligations: Long-term debt119.5 219.5 36.4 284.0 189.3 1,259.3 2,108.0 - --------------------------------------------- --------- --------- --------- --------- --------- --------- ----------(1)........................... 1,467.9 150.9 379.3 155.4 782.3 Chartered-in vessels (operating leases)365.5 289.3 197.3 120.9 83.5 192.8 1,249.3..... 1,172.3 351.6 345.9 197.6 277.2 Commitments under capital leases (2) ........ 333.1 29.6 161.9 104.8 36.8 Newbuilding installments (3)................. 845.1 270.3 538.8 36.0 ---------------------------------------------- --------- --------- --------- --------- --------- --------- ----------Commitment forchartered-in vessels (capital leases) 130.1 317.7 39.7 41.3 42.8 208.8 780.4 - --------------------------------------------- --------- --------- --------- --------- --------- --------- ---------- Newbuilding installments (1) 363.7 255.9 141.0 50.7 - - 811.3 - --------------------------------------------- --------- --------- --------- --------- --------- --------- ---------- Volatilevolatile organic compound emissionsequipment 31.5equipment..................... 22.0 22.0 - - -- - 31.5 - --------------------------------------------- --------- --------- --------- --------- --------- --------- ---------------------- ------------ ------------ ------------ ------------ Total1,010.3 1,082.4 414.4 496.9 315.6 1,660.9 4,980.5 ============================================= ========= ========= ========= ========= ========= ========= ==========U.S. Dollar-denominated obligations 3,840.4 824.4 1,425.9 493.8 1,096.3 ------------ ------------ ------------ ------------ ------------ Euro-Denominated Obligations: (4) Long-term debt (1)........................... 377.4 8.1 18.0 20.8 330.5 Commitments under capital leases(2) (5)...... 341.5 146.0 56.4 62.3 76.8 ------------ ------------ ------------ ------------ ------------ Total Euro-denominated obligations 718.9 154.1 74.4 83.1 407.3 ------------ ------------ ------------ ------------ ------------ Total 4,559.3 978.5 1,500.3 576.9 1,503.6 ============ ============ ============ ============ ============ ______________________
| (1) |
| (2) | We are committed to capital leases on one Aframax tanker, five Suezmax tankers and two LNG carriers. Each capital lease requires us to purchase the vessel at the end of |
| (3) | Represents remaining construction costs, excluding capitalized interest and miscellaneous construction costs, for three Aframax tankers, two Suezmax tankers, three product tankers and five LNG carriers. Pursuant to existing agreements, we are required to offer our ownership interest in the LNG carriers to Teekay LNG. Please read Item 18 – Financial Statements: Note 17(a) – Commitments and Contingencies – Vessels Under Construction and Note 21(d) - Subsequent Events. |
| (4) | Euro-denominated obligations are presented in U.S. Dollars and have been converted using the prevailing exchange rate as of December 31, 2005. |
| (5) | Existing restricted cash deposits, together with the interest earned on the deposits, will equal the remaining amounts we owe under the lease arrangements, including our obligation to purchase the vessels at the end of the lease terms. |
The saleWe have entered into a joint venture agreement with our 60% partner to construct four LNG carriers. As at December 31, 2005, the remaining commitments, excluding capitalized interest and other miscellaneous construction costs, on these vessels totaled $801.3 million, of 14 older vessels during 2004 generated gross proceeds of $440.6which our share is $320.5 million.
In 2004 Pursuant to existing agreements, we soldare required to offer our investments in A/S Dampskibsselskabet Tormownership interest and Nordic American Tanker Shipping Ltd. for proceeds of $135.4 million.related charter contracts to Teekay LNG. Please seeread Item 18 —– Financial Statements: Note 617(b) – Investments in Marketable Securities.Commitments and Contingencies – Joint Ventures.
As part of our growth strategy, we will continue to consider strategic opportunities, including the acquisition of additional vessels and expansion into new markets. We may choose to pursue such opportunities through internal growth, joint ventures or business acquisitions. We intend to finance any future acquisitions through various sources of capital, including internally-generated cash flow, existing credit facilities, additional debt borrowings and the issuance of additional shares of capital stock.
We and certain of our subsidiaries have guaranteed our share of the outstanding mortgage debt in fourfive 50%-owned joint venture companies. Please seeread Item 18 —– Financial Statements: Note 1717(b) – Commitments and Contingencies.Contingencies – Joint Ventures. We do not believe thesesthese off-balance sheet arrangements have, and we have no other off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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. Following is a discussion of the accounting policies that involve a high degree of judgment and the methods of their application. For a further description of our material accounting policies, please seeread Item 18 – Financial Statements: Note 1 – Summary of Significant Accounting Policies.
Revenue Recognition
We generate a majority of our revenues from spot voyages and voyages servicing contracts of affreightment. Within the shipping industry, the two methods used to account for voyage revenues and expenses are the percentage of completion and the completed voyage methods. Most shipping companies, including us, use the percentage of completion method. For each method, voyages may be calculated on either a load-to-load or discharge-to-discharge basis. In other words, revenues are recognized ratably either from the beginning of when product is loaded for one voyage to when it is loaded for another voyage, or from when product is discharged (unloaded) at the end of one voyage to when it is discharged after the next voyage.
In applying the percentage of completion method, we believe that in most cases the discharge-to-discharge basis of calculating voyages more accurately reflects voyage results than the load-to-load basis. At the time of cargo discharge, we generally have information about the next load port and expected discharge port, whereas at the time of loading we are normally less certain what the next load port will be. We use this method of revenue recognition for all spot voyages and voyages servicing contracts of affreightment, with an exception for our shuttle tankers servicing contracts of affreightment with offshore oil fields. In this case a voyage commences with tendering of notice of readiness at a field, within the agreed lifting range, and ends with tendering of notice of readiness at a field for the next lifting. However, we do not begin recognizing voyage revenue until a charter has been agreed to by the customer and us, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
We recognize revenues from time charters daily over the term of the charter as the applicable vessel operates under the charter. We do not recognize revenues during days that the vessel is off-hire.
Vessel Lives and Impairment
The carrying value of each of our vessels represents its original cost at the time of delivery or purchase less depreciation or impairment charges. We depreciate our vessels on a straight-line basis over a vessel’s estimated useful life, less an estimated residual value. Depreciation is calculated using an estimated useful life of 25 years for Aframax, Suezmax, VLCC and product tankers, and 35 years for LNG carriers, from the date the vessel was originally delivered from the shipyard, or a shorter period if regulations prevent us from operating the vessels to 25 years or 35 years, respectively. In the shipping industry, the use of a 25-year vessel life for Aframax, Suezmax, VLCC and product tankers has become the prevailing standard. In addition, the use of a 30 to 40 year vessel life for LNG carriers is typical. However, the actual life of a vessel may be different, with a shorter life potentially resulting in an impairment loss. We have reduced the estimated useful lives from 25 years to approximately 21 years for our two remaining vessels affected by the International Maritime Organization’s regulatory changes announced in 2003. We are not aware of any other regulatory changes or environmental liabilities that we anticipate will have a material impact on our current or future operations.
The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of secondhand vessels tend to fluctuate with changes in charter rates and the cost of newbuildings. Both charter rates and newbuilding costs tend to be cyclical in nature. We review vessels and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. We measure the recoverability of an asset by comparing its carrying amount to future undiscounted cash flows that the asset is expected to generate over its remaining useful life. If we consider a vessel or equipment to be impaired, we recognize impairment in an amount equal to the excess of the carrying value of the asset over its fair market value.
Drydocking
Generally, we drydock each vessel every two and a half to five years. In addition, a shipping society classification intermediate survey is performed on our LNG carriers between the second and third year of the five-year drydocking period. We capitalize a substantial portion of the costs we incur during drydocking and for the survey and amortize those costs on a straight-line basis from the completion of a drydocking or intermediate survey to the estimated completion of the next drydocking. We expense costs related to routine repairs and maintenance incurred during drydocking that do not improve or extend the useful lives of the assets. When significant drydocking expenditures occur prior to the expiration of the original amortization period, the remaining unamortized balance of the original drydocking cost and any unamortized intermediate survey costs are expensed in the month of the subsequent drydocking.
Goodwill and Intangible Assets
We allocate the cost of acquired companies to the identifiable tangible and intangible assets and liabilities acquired, with the remaining amount being classified as goodwill. Certain intangible assets, such as time charter contracts, contracts of affreightment and intellectual property are amortized over time. Our future operating performance will be affected by the future amortization of intangible assets and potential impairment charges related to goodwill. Accordingly, the allocation of the purchase price to intangible assets and goodwill has a significant impact on our future operating results. The allocation of the purchase price of the acquired companies to intangible assets and goodwill requires management to make significant estimates and assumptions, including estimates of future cash flows expected to be generated by the acquired assets and the appropriate discount rate to value these cash flows.
Goodwill and indefinite lived intangible assets are not amortized, but reviewed for impairment annually, or more frequently if impairment indicators arise. The process of evaluating the potential impairment of goodwill and intangible assets is highly subjective and requires significant judgment at many points during the analysis. The fair value of our reporting units was estimated based on discounted expected future cash flows using a weighted average cost of capital rate. The estimates and assumptions regarding expected cash flows and the discount rate require considerable judgment and are based upon existing contracts, historical experience, financial forecasts, and industry trends and conditions.
On December 16, 2004, the Financial Accounting Standards Board (orFASB) issued FASB Statement No. 123(R) (orSFAS 123(R)),Share-Based Payment, which is a revision of FASB Statement No. 123,Accounting for Stock-Based Compensation. SFAS 123(R) supersedes APB 25. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an acceptable alternative.
SFAS 123(R) must be adopted no later than July 1, 2005. Early adoption will be permitted in periods in which financial statements have not yet been issued. We expect to adopt SFAS 125(R) on July 1, 2005.
SFAS 123(R) permits public companies to adopt its requirements using one of the following two methods:
| 1. | A “modified prospective” method in which compensation cost is recognized beginning with the effective date based on (a) the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date. |
| 2. | A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures, either (a) all prior periods presented or (b) prior interim periods of the year of adoption. |
We plan to adoptSFAS 123(R) must be adopted at the beginning of the first fiscal year commencing after June 15, 2005, and we adopted SFAS 123(R) using the modified-prospective method.method on January 1, 2006. The adoption of SFAS 123(R)‘s fair value method will have a significant impact on our result of operations, although it will not affect our overall financial position. The impact of adoption of SFAS 123(R) cannot be predicted at this time because it will depend on levels of share-based payments granted in the future. However, had we adopted SFAS 123(R) in prior periods, the impact of that standard would have approximated the impact of SFAS 123. Please read Item 18 – Financial Statements: Note 1 – Summary of Significant Accounting Policies.
Our directors and executive officers as of the date of this annual report and their ages as of December 31, 20042005 are listed below:
NameAgePosition C. Sean Day5556 Director and Chair of the Board Bjorn Moller4748 Director, President and Chief Executive Officer Axel Karlshoej6465 Director and Chair Emeritus Bruce C. Bell5758 Director Dr. Ian D. Blackburne5859 DirectorLeif O. Hoegh 41Peter S. Janson 58 Director Thomas Kuo-Yuen Hsu5859 Director Eileen A. Mercier5758 Director Tore I. Sandvold5758 Director Peter Antturi4647 President, Teekay Navion Shuttle Tankers, a division of Teekay Shipping Corporation Arthur Bensler4748 SVP, Secretary and General Counsel Peter Evensen4647 EVP and Chief Financial Officer David Glendinning5051 President, Teekay Gas and Offshore, a division of Teekay Shipping CorporationJennifer Gordon 43Bruce Chan 33 SVP, Corporate Resources Vincent Lok3637 SVP and Treasurer Graham Westgarth5051 President, Teekay Marine Services, a division of Teekay Shipping Corporation Paul Wogan4243 President, Teekay Tanker Services, a division of Teekay Shipping Corporation
Certain biographical information about each of these individuals is set forth below:
C. Sean Day has served as a Teekay director since 1998 and as our Chair of the Board since September 1999. Mr. Day has also served as Chair of Teekay GP L.L.C.‘s board, a wholly owned subsidiary of directorsTeekay and the general partner of Teekay LNG Partners L.P., a publicly traded entity controlled by Teekay, since itTeekay GP L.L.C. was formed in November 2004. From 1989 to 1999, he was President and Chief Executive Officer of Navios Corporation, a large bulk shipping company based in Stamford, Connecticut. Prior to this, Mr. Day held a number of senior management positions in the shipping and finance industry. He is currently serving as a director of Kirby Corporation. Mr. Day also serves as the Chair of the Board of Resolute Investments, Inc., our largest shareholder. Please seeread Item 7 – Major Shareholders and Related Party Transactions.
Bjorn Mollerbecame a Teekay director and our President and Chief Executive Officer in April 1998. Mr. Moller has also served as Vice Chair and a Director of Teekay GP L.L.C. since it was formed in November 2004. Mr. Moller has over 20 years’ experience in the shipping industry and has served in senior management positions with Teekay for more than 15 years. He has headed our overall operations since January 1997, following his promotion to the position of Chief Operating Officer. Prior to this, Mr. Moller headed our global chartering operations and business development activities.
Axel Karlshoejhas been a Teekay director since 1989 and was Chair of the Teekay Board from June 1994 to September 1999, and has been Chair Emeritus since stepping down as Chair. Mr. Karlshoej is President and serves on the compensation committee of Nordic Industries, a California general construction firm with which he has served for the past 30 years. He is the older brother of the late J. Torben Karlshoej, Teekay’s founder. Please read Item 7 – Major Shareholders and Related Party Transactions.
Bruce C. Bellis the Managing Director of Oceanic Bank and Trust Limited, a Bahamian bank and trust company, a position he has held since March 1994. In January 2005, Mr. Bell has served as the Secretarywas appointed Chief Executive Officer of Teekay GP L.L.C. since itOceanic Bank and Trust and in July 2005 he was formed in November 2004.appointed Chairman. Prior to joining Oceanic Bank and Trust, Mr. Bell was engaged in the private practice of law in Canada, specializing in corporate/corporate and commercial banking and international business transactions. From May 2000 until May 2003, Mr. Bell served as our Corporate Secretary. Mr. Bell ishas served as the Secretary of Teekay GP L.L.C. since it was formed in November 2004. Mr. Bell has been a Teekay director and the Vice President of Resolute Investments, Inc., our largest shareholder.since 2000. Please seeread Item 7 – Major Shareholders and Related Party Transactions.
Dr. Ian D. Blackburnehas served as a Teekay director since 2000. Mr. Blackburne has over 25 years’ experience in petroleum refining and marketing, and in March 2000 he retired as Managing Director and CEOChief Executive Officer of Caltex Australia Limited, a large petroleum refining and marketing conglomerate based in Australia. He is currently serving as Chairman of CSR Limited and is a director of Suncorp-Metway Ltd., and Symbion Health Limited (formerly Mayne Group Limited,Limited), Australian public companies in the diversified industrial and financial sectors. Dr. Blackburne is also the Chairman of the Australian Nuclear Science and Technology Organization.
Leif O. HöeghPeter S. Jansonwas appointed as a Teekay director in JuneJuly 2005. From 1999 in connection with our acquisitionto 2002, Mr. Janson was the Chief Executive Officer of Bona Shipholding Ltd. HeAmec Inc. (formerly Agra Inc.), a publicly traded engineering and construction company. From 1986 to 1994 he served as the President and Chief Executive Officer of Canadian operations for Asea Brown Boveri Inc., a company for which he also served as Chief Executive Officer for U.S. operations from 1996 to 1999. Mr. Janson has also served as a directormember of Bona from November 1993 to June 1999the Business Round Table in the United States, and as its Chairman from June 1998 to June 1999. Mr. Höegh isa member of the joint controlling shareholderNational Advisory Board on Science and DeputyTechnology in Canada. He currently serves as Vice Chairman of Leif Höegh and Co. Ltd., a shipping company.the Royal Ontario Museum. He is also serves as a director of NeoMed Management Ltd.Terra Industries Inc., Tembec Inc. and as the Chairman of Höegh Capital Partners,ATS Automan Tooling Systems Inc.
Thomas Kuo-Yuen Hsuhas served as a Teekay director since 1993. He also has served 30 years with, and is presently a director of, CNC Industries, an affiliate of the Expedo Group of Companies that manages a fleet of nineseven vessels ranging in size from 30,000 dwt to 150,00070,000 dwt. He has been a Committee Director of the Britannia Steam Ship Insurance Association Limited since 1988. Please read Item 7 – Major Shareholders and Related Party Transactions.
Eileen A. Mercierhas been a Teekay director since 2000. She has over 3035 years’ experience in a wide variety of financial and strategic planning positions, including Senior Vice President and Chief Financial Officer for AbitibiPriceAbitibi-Price Inc. from 1990 to 1995. She alsoformed her own management consulting company, Finvoy Management Inc. and acted as president from 1995 to 2003. She currently serves as a director for CGI Group Ltd., Hydro One Inc., ING Bank of Canada, the Ontario Teachers' Pension Plan, Quebecor WorldING Canada Inc., York University, theWinpak Limited, Shermag Inc., The University Health Network, York University and and as a director and audit committee member for CGI Group Inc., ING Canada Inc., Shermag Inc. and Winpak Ltd.the Ontario Teachers’ Pension Plan.
Tore I. Sandvold has served as a Teekay director since 2003. He has over 30 years’ experience in the oil and energy industry. From 1973 to 1987 he served in the Norwegian Ministry of Industry, Oil & Energy in a variety of positions in the area of domestic and international energy policy. From 1987 to 1990 he served as the Counselor for Energy in the Norwegian Embassy in Washington, D.C. From 1990 to 2001 Mr. Sandvold served as Director General of the Norwegian Ministry of Oil & Energy, with overall responsibility for Norway’s national and international oil and gas policy. From 2001 to 2002 he served as Chairman of the Board of Petoro, the Norwegian state-owned oil company that is the largest oil asset manager on the Norwegian continental shelf. From 2002 to the present, Mr. Sandvold, through his company, Sandvold Energy AS, has acted as advisor to companies and advisory bodies in the energy industry. Mr. Sandvold serves on other boards, including those of Schlumberger Limited., E. on Ruhrgas Norge AS, Lambert Energy Advisory Ltd., University of Stavanger, Offshore Northern Seas, and the Energy Policy Foundation of Norway.
Peter Antturijoined Teekay in September 1991. Since then, he has held a number of finance and accounting positions, including Controller from March 1992 until his promotion to the position of Senior Vice President, Treasurer and Chief Financial Officer in October 1997. In 2003 he became President of Navion AS upon the closing of our acquisition of Navion. In November 2003 Mr. Antturi was appointed President of our Teekay Navion Shuttle Tankers division, which is responsible for the shuttle tanker activities and projects of our two wholly owned subsidiaries, Navion AS and Ugland Nordic Shipping AS. Prior to joining Teekay, Mr. Antturi held various accounting and finance roles in the shipping industry since 1985.
Arthur Benslerjoined Teekay in September 1998 as General Counsel. He was promoted to the position of Vice President in March 2002 and became our Corporate Secretary in May 2003. He was appointed Senior Vice President in February 2004.2004 and Executive Vice President in January 2006. Prior to joining Teekay, Mr. Bensler was a partner in a large Vancouver, Canada law firm, where he practiced corporate, commercial and maritime law from 1986 until joining Teekay.
Peter Evensen joined Teekay in May 2003 as Senior Vice President, Treasurer and Chief Financial Officer. He was appointed Executive Vice President and Chief Financial Officer in February 2004. Mr. Evensen has served as the Chief Executive Officer and Chief Financial Officer of Teekay GP L.L.C. since it was formed in November 2004 and as Director of Teekay GP L.L.C. since January 2005. Mr. Evensen has over 20 years’ experience in banking and shipping finance. Prior to joining Teekay, Mr. Evensen was Managing Director and Head of Global Shipping at J.P. Morgan Securities Inc. and worked in other senior positions for its predecessor firms. His international industry experience includes positions in New York, London and Oslo.
David Glendinningjoined Teekay in January 1987. Since then, he has held a number of senior positions, including service as Vice President, Marine and Commercial Operations from January 1995 until his promotion to Senior Vice President, Customer Relations and Marine Project Development in February 1999. In November 2003 Mr. Glendinning was appointed President of our Teekay Gas and Offshore division, which is responsible for our initiatives in the LNG business and other areas of gas activity as well as building on our international presence in the floating storage and offtake (orFSO) business and related offshore activities. Prior to joining Teekay, Mr. Glendinning, who is a Master Mariner, had 18 years’ sea service on oil tankers of various types and sizes.
Jennifer GordonBruce Chan joined Teekay in AprilSeptember 1995. Since then, in addition to spending a year in Teekay’s London office, Mr. Chan has held a number of finance and accounting positions with the Company, including Vice President, Strategic Development from February 2004 asuntil his promotion to the position of Senior Vice President, Corporate Resources.Resources in September 2005. Prior to joining Teekay, Ms. Gordon was Senior Vice President, Human ResourcesMr. Chan worked as a Chartered Accountant in the Vancouver, Canada office of Placer Dome Inc., an international gold, silver and copper mining company. Her experience includes positions in human resources management at Finning International Inc., Colgate-Palmolive Canada Inc. and Suncor Energy Inc.Ernst & Young.
Vincent Lokjoined Teekay in June 1993. Since that time,then, he has held a number of finance and accounting positions, including Controller from 1997 until his promotion to the position of Vice President, Finance in March 2002. He was appointed Senior Vice President and Treasurer in February 2004. Prior to joining Teekay, Mr. Lok worked in the Vancouver, Canada audit practice of Deloitte & Touche.
Graham Westgarthjoined Teekay in February 1999 as Vice President, Marine Operations. He was promoted to the position of Senior Vice President, Marine Operations in December 1999. In November 2003 Mr. Westgarth was appointed President of our Teekay Marine Services division, which is responsible for all of our marine and technical operations as well as marketing a range of services and products to third-parties,third parties, such as marine consulting services and computer-based marine training software. He has extensive shipping industry experience. Prior to joining Teekay, Mr. Westgarth was General Manager of Maersk Company (UK), where he joined as Master in 1987. His international industry experience includes 18 years’ sea service, with five years in a command position.
Paul Woganjoined Teekay in November 2000 as the Managing Director of the London office. He was promoted to the position of Vice President, Business Development in March 2002. In November 2003 Mr. Wogan was appointed President of our Teekay Tanker Services division, which is responsible for the commercial management of our conventional crude oil and product tanker transportation services. Prior to joining Teekay, Mr. Wogan was with the chartering arm of a major crude oil and product carrier fleet controlled by the Ceres Hellenic Group (Livanos), which subsequently founded Seachem Tankers Ltd., a chemical tanker company, where he served as the Chief Executive Officer from 1997 until joining Teekay.
Director Compensation
During 2004,2005, the eight non-employee directors received, in the aggregate, approximately $484,000$695,000 in cash fees for their services as directors, plus reimbursement of their out-of-pocket expenses. Each non-employee director receives an annual cash retainer of $50,000. Members of the Audit Committee, Compensation and Human Resources Committee, and Nominating and Governance Committee receive an additional annual cash retainer of $8,000, $5,000 and $5,000, respectively. The Chair of the Board and the Chair of the Audit Committee receive an additional annual cash retainer of $228,000 and $16,000, respectively.
In addition, each non-employee director received a $50,000$70,000 annual retainer to be paid by way of a grant of restricted stock or stock options under our 2003 Equity Incentive Plan, at the director’s election. During 2004, certainIn addition to the $70,000 annual retainer, the Chair of the Board received a further $319,000 retainer in the form of a grant of restricted stock and stock options under our 2003 Equity Incentive Plan. Certain of the directors elected to receive this annual retainer in the form of stock options to purchase an aggregate of 14,4006,600 shares of our common stock at an exercise price of $33.63$46.80 per share, 3,000 shares of our common stock at an exercise price of $42.33 per share, 3,500 shares of our common stock at an exercise price of $47.13 per share, and 11,000 shares of our common stock at an exercise price of $38.94 per share. These options expire March 9, 2014,10, 2015, June 2, 2015, July 15, 2015 and March 6, 2016, respectively, ten years after the date of their grant. These options vest as to one third of the grant.shares on each of the first three anniversaries of their respective grant date, with the exception of the 11,000 stock option grant which vests as to one third of the shares immediately and one third on each of the first two anniversaries of the grant date. Certain other directors elected to receive this annual retainer in the form of 14,26013,640 shares of restricted stock. In addition to the $50,000 annual retainer, the Chair of the Board received a further $228,000 retainer in the form of a grantstock (11,290 shares of restricted stock under our 2003 Equity Incentive Plan.on March 10, 2005 and 2,350 shares of restricted stock on June 2, 2005), which also vest with respect to one third of the shares on each of the first three anniversaries of their grant date.
Annual Executive Compensation
The aggregate compensation earned by Teekay’s nine executive officers listed above (or the ExecutiveOfficers)for 20042005 was $14.3$7.2 million. This is comprised of base salary ($3.1 million), annual bonus ($4.3 million), special bonus ($6.03.2 million) and pension and other benefits ($0.9 million). These amounts were paid primarily in Canadian Dollars, but are reported here in U.S. Dollars using an exchange rate of 1.201.16 Canadian Dollars for each U.S. Dollar, the exchange rate on December 31, 2004.2005. Teekay’s annual bonus plan considers both company performance, through comparison to established targets and financial performance of peer companies, and individual performance. Due to the extraordinary performance of Teekay during the previous four years, the Compensation and Human Resource Committee granted a special bonus to our senior management during 2004.
Long-Term Executive CompensationIncentive Program
Teekay’s long-term incentive programs are designed to encourage creation ofprogram provides focus on the returns realized by the shareholders and acknowledges and retains those executives who can influence our long-term valueperformance. The long-term incentive plan provides a balance against short-term decisions and encourages a longer time horizon for our shareholders, employee retention and equity ownership. The programs consistdecisions. This program consists of stock option grants, stock appreciation rights (or SARs) and restricted stock awards. All grants in 2004 and 2005 have been made under our 2003 Equity Incentive Plan.
During 2004,2005, we granted stock options to purchase an aggregate of 339,400189,000 shares of our common stock, 15,494303,291 restricted sharestock units and stock appreciation rights (or SARs)SARs with respect to 33,20025,900 shares of common stock to the Executive Officers under our 2003 Equity Incentive Plan. The weighted-average exercise price of these stock options and SARs is $33.72$46.80 per share. These options and SARs, which vest equally over three years, expire March 9, 2014,2015, ten years after the date of the grant. The restricted share units vest on December 31, 2006. Upon vesting, the restricted share units will be paid in the form of cash.
In March 2005, we awarded 303,291 restricted share units to our Executive Officers as incentive based compensation. Each restricted share unit is equal in value to one share of our common stock and reinvested dividends from the date of the grant to the vesting of the restricted share unit. Based on the grant date share price of $46.80 per share, the restricted share units had a notional value of $14.2 million on the date of the grant. The restricted share units vest in three equal amounts on March 31, 2006, March 31, 2007 and November 30, 2007. Upon vesting, the restricted sharestock units will be paid to each grantee in the form of cash or shares of Teekay'sTeekay’s common stock, (purchased on the open market) at the election of the grantee. Based on the December 31, 2005 share price of $39.90 per share, the restricted stock units had a notional value of $12.1 million.
Vision Incentive Plan
The Vision Incentive Plan (or theVIP) rewards exceptional corporate performance and shareholder return over the long term and the successful implementation of innovative plans to continue the transformation of Teekay. This is a discrete plan that expires after 2010 and is not a permanent element of our Executive Compensation Program. Under the terms of the VIP, awards may only be made to VIP participants in 2008 and 2011. The VIP will result in an award pool for senior management based on two measures: (a) economic profit from 2005 to 2010; and (b) the increase in market value added from 2001 to 2010. Please read Item 19 - Exhibits: Exhibit 4.6 for further information on the VIP.
During 2005, we accrued $17.0 million of Economic Profit contributions which represents the addition to the award pool for 2005. As of March 15, 2006, 43.8% of this award pool was allocable to the Executive Officers. However, our Board of Directors may, at any time prior to the expiration of the VIP, change the allocation of the award pool between its participants to reflect a change in their relative contribution.
During 2005, we accrued $4.5 million of Market Value contributions which represents a notional contribution to the award pool. These notional contributions assume the following two threshold requirements will be met: (a) shares of our common stock have an average market value, for the 18 months prior to December 31, 2010, that is at least 120% of its average book value for the same period and (b) our cumulative total shareholder return (orTSR) for the period from 2001 to 2010 must be above the 25th percentile relative to the TSR of the S&P 500 (as calculated in accordance with U.S. securities regulations) during the same period. If both threshold requirements are not met, there will be no Market Value contributions to the award pool. As of March 15, 2006, 54.7% of this award pool was allocable to the Executive Officers. However, our Board of Directors may, at any time prior to the expiration of the VIP, change the allocation of the award pool between its participants to reflect a change in their relative contribution.
As at December 31, 20042005, we had reserved pursuant to our 1995 Stock Option Plan, which was terminated with respect to new grants effective September 10, 2003, and our 2003 Equity Incentive Plan, which was adopted effective on the same date (together, thePlans) 6,716,413, 5,618,518 shares of common stock for issuance upon exercise of options granted or to be granted. During 2005, 2004, 2003, and 20022003 we granted options under the Plans to acquire up to 620,700, 833,840 2,119,160 and 2,052,0502,119,160 shares of common stock, respectively, to eligible officers, employees and directors. The options under the Plans have a 10-year term and vest equally over three years from the grant date, except for one grant of 50,000 options which will fully vest 100% on December 31, 2006. The outstanding options under the PlanPlans are exercisable at prices ranging from $8.44 to $34.37$47.13 per share, with a weighted-average exercise price of $20.47$24.81 per share, and expire between May 28, 2006 and July 19, 2005 and April 5, 2014.15, 2015.
The Board of Directors consists of nine members. The Board of Directors is divided into three classes, with members of each class elected to hold office for a term of three years in accordance with the classification indicated below or until his or her successor is elected and qualifies. Directors Thomas Kuo-Yuen Hsu, Axel Karlshoej, and Bjorn Moller have terms expiring in 2005 and have been nominated by the Board of Directors for re-election at the 2005 Annual Meeting of Shareholders. Directors Bruce C. Bell, C. Sean Day and Dr. Ian D. Blackburne have terms expiring in 2006.2005. Mr. Day and Dr. Blackburne have been nominated by the Board of Directors Leif O. Höegh,for re-election, and James R. Clark has been nominated by the Board of Directors for election at the 2006 Annual Meeting of Shareholders. Directors Peter S. Janson, Eileen A. Mercier and Tore I. Sandvold have terms expiring in 2007. Directors Thomas Kuo-Yuen Hsu, Axel Karlshoej and Bjorn Moller have terms expiring in 2008.
There are no service contracts between us and any of our directors providing for benefits upon termination of their employment or service.
The Board has determined that each of the current members of the Board, other than Bjorn Moller, our President and Chief Executive Officer, and C. Sean Day, and Bjorn Moller,our Chair of the Board, has no material relationship with us, eitherTeekay (either directly or as a partner, shareholder or officer of an organization that has a relationship with us,Teekay), and is independent within the meaning of our director independence standards, which reflect the NYSE director independence standards as currently in effect and as they may be changed from time to time. In making this determination the Board considered Bruce C. Bell's relationshipthe relationships of Thomas Kuo-Yuen Hsu and Axel Karlshoej with our largest shareholder and concluded this relationship doesthese relationships do not create a concern regarding hismaterially affect their independence from our management.as current directors.
The Board has the following three committees: Audit Committee, Compensation and Human Resources Committee, and Nominating and Governance Committee. The membership of these committees during 20042005 and the function of each of the committees are described below. Each of the committees is currently comprised of independent members and operates under a written charter adopted by the Board. All of the committee charters are available under “Corporate Governance” in the Investor Centre of our Web site at www.teekay.com. During 2004,2005, the Board held nineseven meetings. Each director attended all Board meetings, except for two Board meetings at each of which one director each was absent from each. Each director attended all applicable committee meetings.
Our Audit Committee is composed entirely of directors who satisfy applicable NYSE and SEC audit committee independence standards. Our Audit Committee includes Eileen A. Mercier (Chair), Leif O. HöeghPeter S. Janson and Tore I. Sandvold. All members of the committee are financially literate and the Board has determined that Ms. Mercier qualifies as an audit committee financial expert and that her membership on four other public company audit committees will not interfere with her service on Teekay’s Audit Committee. expert.
The Audit Committee assists the Board in fulfilling its responsibilities for general oversight of:
During 2004,2005, our Compensation and Human ResourceResources Committee included Axel Karlshoej (Chair), C. Sean Day, Ian D. Blackburne and Thomas Kuo-Yuen Hsu. Effective March 2005, C. Sean Day ceased to bewas also a member of this committee. committee until March 2005.
The Compensation and Human ResourceResources Committee:
During 2004,2005, our Nominating and Governance Committee included C. Sean DayIan D. Blackburne (Chair) (effective March 2005), Bruce C. Bell, and Eileen A. Mercier. Effective March 2005, C. Sean Day ceased to be a member of this committee and Ian D. BlackburneMercier and Thomas Kuo-Yuen Hsu became members(effective March 2005). C. Sean Day was a member (Chair) of this committee. committee until March 2005.
The Nominating and Governance Committee:
As at December 31, 2004,2005, we employed approximately 4,8004,400 seagoing and 700 shore-based personnel, compared to approximately 4,800 seagoing and 700 shore-based personnel in 2004, and 4,000 seagoing and 700 shore-based personnel in 2003, and 3,650 seagoing and 450 shore-based personnel as at December 31, 2002.2003. The decrease in seagoing personnel from December 31, 2004 to December 31, 2005 was primarily due to the decrease in the size of our fleet. The increase in personnel from December 31, 2003 to December 31, 2004 was primarily due to our acquisition of Teekay Spain. The increaseSpain in personnel from December 31, 2002 to December 31, 2003 was primarily due to our acquisition of Navion in April 2003.2004.
We regard attracting and retaining motivated seagoing personnel as a top priority. Through our global manning organization comprised of offices in Glasgow, Scotland, Grimstad, Norway, Riga, Latvia, Manila, Philippines, Mumbai, India, Sydney, Australia, and Madrid, Spain, we offer seafarers highly competitive employment packages and comprehensive benefits. We also provide excellent opportunities for personal and career development, which relate to our philosophy of promoting internally.
During fiscal 1996, we entered into a Collective Bargaining Agreement with the Philippine Seafarers’ Union, an affiliate of the International Transport Workers’ Federation (orITF), and a Special Agreement with ITF London that coverscover substantially all of our junior officers and seamen. We are also party to Enterprise Bargaining Agreements with various Australian maritime unions that covers officers and seamen employed through our Australian operations. Our officers and seamen for our Spanish-flagged vessels are covered by a collective bargaining agreement with Spain’s Union General de Trabajdores and Comisiones Obreras. We believe our relationships with these labor unions are good.
We see our commitment to training as fundamental to the development of the highest caliber seafarers for our marine operations. Our cadet training program is designed to balance academic learning with hands-on training at sea. We have relationships with training institutions in Canada, Croatia, India, Latvia, Norway, Philippines, Turkey and the United Kingdom. After receiving formal instruction at one of these institutions, the cadets’ training continues on board a Teekay vessel. We also have a career development plan that is designed to ensure a continuous flow of qualified officers who are trained on our vessels and are familiar with our operational standards, systems and policies. We believe that high-quality manning and training policies will play an increasingly important role in distinguishing larger independent tanker companies that have in-house, or affiliate, capabilities from smaller companies that must rely on outside ship managers and crewing agents.
The following table sets forth certain information regarding beneficial ownership, as of March 15, 2005,2006, of our common stock by the directors and Executive Officers as a group. The information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules a person or entity beneficially owns any shares that the person or entity has the right to acquire as of May 14, 20052006 (60 days after March 15, 2005)2006) through the exercise of any stock option or other right. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table. Information for certain holders is based on information delivered to us.
Identity of Person or GroupShares OwnedPercent of Class All directors and Executive Officers (17 persons) 1,287,634 (1) (3) 1.7% (2)
| (1) | Includes |
| (2) | Based on a total of 74.2 million outstanding shares of our common stock as of March 15, 2006. Each director and Executive Officer beneficially owns less than one percent of the outstanding shares of common stock. |
| (3) | Each director is expected to acquire at least 10,000 shares of Teekay’s common stock by |
(a) The following table sets forth information regarding beneficial ownership, as of March 15, 2005,2006, of Teekay’s common stock by each person we know to beneficially own more than 5% of the common stock. Information for certain holders is based on their latest filings with the SEC or information delivered to us. The number of shares beneficially owned by each person or entity is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules a person or entity beneficially owns any shares as to which the person or entity has or shares voting or investment power. In addition, a person or entity beneficially owns any shares that the person or entity has the right to acquire as of May 14, 20052006 (60 days after March 15, 2005)2006) through the exercise of any stock option or other right. Unless otherwise indicated, each person or entity has sole voting and investment power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table.
Identity of Person or GroupShares OwnedPercent of Class(5) Resolute Investments, Inc.(1)............................................ 32,631,380 44.0% FMR Corp., Edward C. Johnson 3rd and Abigail P. Johnson, as a group(2)... 11,485,580 15.5% Neuberger Berman, Inc. and Neuberger Berman, LLC, as a group(3) ......... 5,078,407 6.8% Iridian Asset Management, LLC(4) ........................................ 5,053,415 6.8%___________________________ |
| (1) |
| (2) | Includes sole voting power as to |
| (3) | Includes sole voting power as to |
| (4) | Includes shared voting power and shared dispositive power as to 5,053,415 shares. This information is based on the Schedule 13G filed by this investor with the SEC on February 3, 2006. Iridian Asset Management’s beneficial ownership was less than 5% on March 15, |
| (5) | Based on a total of 74.2 million outstanding shares of our common stock as of March 15, 2006. |
Our major shareholders have the same voting rights as our other shareholders. No corporation or foreign government or other natural or legal person owns more than 50% of our outstanding common stock. We are not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of Teekay.
As at December 31, 2004,2005, Resolute Investments, Inc. (orResolute) owned 45.7% (December 31, 2004 – 39.3% and December 31, 2003 – 40.2%) of our outstanding Common Stock. TwoThe Chair of our directors,board, C. Sean Day, who is also Chair of our Board, and Bruce Bell, are directorsa director and the Chairman and Vice President, respectively, of Resolute. Two additional directors, Thomas Kuo-Yuen Hsu and Axel Karlshoej, are among the Managing Directors of The Kattegat Trust Company Limited, which is the trustee of the trust that owns all of Resolute’s outstanding equity.
Another of our directors, Bruce Bell, is also the ManagingManager Director, Chief Executive Officer and Chairman of Oceanic Bank and Trust Limited. Payments made by us to Oceanic Bank and Trust Limited in respect of corporate administration fees and shared office costs for 2005, 2004 and 2003, totaled approximately $0.5 million.
In 1993 we purchased all$0.5million in each of the issued and outstanding shares of Palm Shipping Inc. (now Teekay Chartering Limited) from an affiliate of Resolute. During 2002, we accrued and expensed in other (loss) income $ 6.0 million as a settlement of a contingent payment, which was required under the terms of the Palm Shipping acquisition agreement. We paid this amount in February 2003.these years.
Please seeread Item 18 below.
From time to time we have been, and we expect to continue to be, subject to legal proceedings and claims in the ordinary course of our business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. We are not aware of any legal proceedings or claims that we believe will have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations.
Commencing with the fiscal quarter ended September 30, 1995, we declared and paid quarterly cash dividends in the amount of $0.1075 per share on our common stock. We increased our quarterly dividend from $0.1075 per share to $0.125 per share on our common stock in the fourth quarter of 2003, and from $0.125 per share to $0.1375 per share on our common stock during the fourth quarter of 2004. On May 17, 2004 we effected a two-for-one stock split relatingand from $0.1375 to our common stock. All$0.2075 per share data give effect to this stock split retroactively.in the fourth quarter of 2005. Subject to financial results and declaration by the Board of Directors, we currently intend to continue to declare and pay a regular quarterly dividend in such amount per share on our common stock. Pursuant to our dividend reinvestment program, holders of common stock are permitted to choose, in lieu of receiving cash dividends, to reinvest any dividends in additional shares of common stock at then prevailing market prices, but without brokerage commissions or service charges. On May 17, 2004, we effected a two-for-one stock split relating to our common stock. All per share data give effect to this stock split retroactively.
The timing and amount of dividends, if any, will depend, among other things, on our results of operations, financial condition, cash requirements, restrictions in financing agreements and other factors deemed relevant by our Board of Directors. Because we are a holding company with no material assets other than the stock of our subsidiaries, our ability to pay dividends on the common stock is dependentdepends on the earnings and cash flow of our subsidiaries. The indenture relating to our 8.32% First Preferred Ship Mortgage Notes due 2006 and certain of the agreements governing our (and our subsidiaries’) credit facilities provide that our ability to pay dividends is subject to limitations based upon our cumulative net income plus certain additional amounts, including the proceeds we receive from any issuance of our capital stock. We do not believe that the restrictions contained in that indenture or in other financing agreements to which we and our subsidiaries are party to will restrict payment of cash dividends on the common stock for the foreseeable future.
On November 24, 2004, we announced that our wholly-owned subsidiary, Teekay LNG Partners L.P. (orTeekay LNG Partners), had filed a registration statement with the SEC for an initial public offering of its common units. Teekay LNG Partners is a Marshall Islands partnership recently formed by us as part of our strategy to expand our operations in the LNG shipping sector. This master limited partnership will provide LNG and crude oil marine transportation services under long-term, fixed-rate contracts with major energy and utility companies through its fleet of four LNG carriers and five Suezmax class crude oil tankers, primarily consisting of vessels we obtained through our acquisition of Teekay Spain in April 2004. After the offering, we will own approximately an 81 percent interest in the partnership (including our 2% general partner interest). The offering will increase if the underwriters exercise in full their over-allotment option, reducing our ownership to approximately 79 percent.Please read Item 18 – Financial Statements: Note 21 – Subsequent Events.
Our common stock is traded on the New York Stock Exchange (orNYSE) NYSE) under the symbol “TK”"TK". The following table sets forth the high and low closing sales prices for our common stock on the NYSE for each of the periods indicated.(1)
Years Ended Dec. 31, Dec. 31, Dec. 31, Dec. 31, Dec. 31,
2005 2004 2003 2002 2001
2000
----------- ----------- ----------- ----------- ----------------------- ---------- ----------- --------------------- ----------
High $50.0100 $54.4500 $28.6750 $20.8500 $26.3050
$25.4375
Low 37.2500 27.9500 17.8550 13.1750 12.7450 7.6563
Quarters Ended Dec. 31, Sep.Sept. 30, Jun.June 30, Mar. 31, Dec. 31, Sep.Sept. 30, Jun.June 30, Mar. 31,
2005 2005 2005 2005 2004 2004 2004 2004
2003 2003 2003 2003
----------- ----------- ----------- ----------- ----------------------- ---------- ----------- --------------------- ----------
High $43.5600 $47.3000 $46.6500 $50.0100 $54.4500 $43.3800 $37.6500 $34.9350
$28.6750 $23.6250 $21.8350 $21.5800
Low 37.2500 42.7300 41.6400 40.1200 41.1400 34.5600 29.4100 27.9500 20.9550 20.9750 18.1250 17.8550
Months Ended Feb. 28, Jan. 31, Dec. 31, Nov. 30, Oct. 31, Sep.Sept. 30,
2006 2006 2005 2005 2004 2004 2004 20042005 2005
----------- ----------- ----------- ----------- ----------------------- ---------- ----------- --------------------- ----------
High $50.0100 $44.3700 $50.3600 $54.4500 $48.9800 $43.3800$39.6500 $40.9000 $43.5600 $42.9200 $42.5000 $45.8400
Low 44.9600 40.1200 41.1400 44.7000 43.7100 35.650037.2900 38.7600 39.6500 39.4400 37.2500 42.7300
| (1) |
Our Premium Equity Participating Security Units due May 18, 2006 (orEquity Units) are traded on the NYSE under the symbol “TK PR”. until they were settled in February 2006. The following table sets forth the high and low closing sales prices for our Equity Units on the NYSE for each of the periods indicated.
Years Ended Dec. 31, Dec. 31, Dec. 31,
2005 2004 2003 (1)
----------- ----------- --------------------- ----------- ----------- ----------- ---------- ----------- ---------------------
High $57.3300 $63.3400 $36.1400
Low 46.5400 35.2400 24.8600
Quarters Ended Dec. 31, Sep.Sept. 30, Jun.June 30, Mar. 31, Dec. 31, Sep.Sept. 30, Jun.June 30, Mar. 31,
2005 2005 2005 2005 2004 2004 2004 2004
2003 2003 2003 2003 (1)----------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ---------- ----------- ---------------------
High $49.6000 $54.9700 $53.8000 $57.3300 $63.3400 $50.3800 $44.6900 $42.9300
$36.1400 $30.4500 $29.5000 $27.1000
Low 42.7300 48.7100 47.8800 42.7300 48.1900 41.2500 36.3900 35.2400 28.0500 28.0100 25.4700 24.8600
Months Ended Feb. 28, Jan. 31, Dec. 31, Nov. 30, Oct. 31, Sep.Sept. 30,
2006 (2) 2006 2005 2005 2004 2004 2004 20042005 2005
----------- ----------- ----------- ----------- ----------- ---------- ----------- ----------- ---------- ----------- --------------------
High $57.3300 $51.4000 $58.5600 $63.3400 $57.1500 $50.3800$44.3100 $46.3600 $49.6000 $48.8100 $48.7800 $52.5800
Low 52.1900 46.5400 48.1900 51.9600 50.8900 42.330042.3700 44.0200 45.2800 44.8100 42.7300 48.7100
(1) Period beginning February 11, 2003
Our 8.32% Notes are listed for trading on the NYSE. The 8.32% Notes were first offered on the market January 19, 1996. As no active trading market exists for these 8.32% Notes, no historical pricing information is included here.
| (1) | Period beginning February 11, 2003. |
| (2) | On February 16, 2006, we settled the purchase contracts associated with the Equity Units by issuing 6,534,300 shares of our common stock. The Equity Units were issued in February 2003 and each consisted of a share purchase contract and a $25 principal amount subordinated note due May 18, 2006. On February 16, 2006, we repurchased the notes for net proceeds equal to 100% of their aggregate principal amount. The net proceeds were applied to satisfy the obligations of the holders of the Equity Units to purchase shares of our common stock under the related purchase contracts. The notes were subsequently cancelled and are no longer outstanding. The Equity Units are no longer outstanding. |
Our Articles of Incorporation and Bylaws have previously been filed as exhibits 2.1, 2.2, and 2.3 to our Annual Report on Form 20-F (File No. 1-12874), filed with the SEC on March 30, 2000, and are hereby incorporated by reference into this Annual Report.
The rights, preferences and restrictions attaching to each class of our capital stock are described in the section entitled “Description"Description of Capital Stock”Stock" of our Rule 424(b) prospectus (File No. 1-12874), filed with the SEC on June 10, 1998, and hereby incorporated by reference into this Annual Report, provided that since the date of such prospectus (1) the par value of our capital stock has been changed to $0.001 per share, (2) our authorized capital stock has been increased to 725,000,000 shares of common stock and 25,000,000 shares of Preferred Stock, (3) we have been domesticated in the Republic of the Marshall Islands and (4) we have adopted a staggered Board of Directors, with directors serving three-year terms.
The necessary actions required to change the rights of holders of the stock and the conditions governing the manner in which annual general meetings and special meetings of shareholders are convoked are described in our Bylaws filed as exhibit 2.3 to our Annual Report on Form 20-F (File No. 1-12874), filed with the SEC on March 30, 2000, and hereby incorporated by reference into this Annual Report.
We have in place a rights agreement that would have the effect of delaying, deferring or preventing a change in control of Teekay. The rights agreement has been filed as part of our Form 8-A (File No. 1-12874), filed with the SEC on September 11, 2000, and hereby incorporated by reference into this Annual Report.
There are no limitations on the rights to own securities, including the rights of non-resident or foreign shareholders to hold or exercise voting rights on the securities imposed by the laws of the Republic of the Marshall Islands or by our Articles of Incorporation or Bylaws.
The following is a summary of each material contract, other than material contracts entered into in the ordinary course of business, to which we or any of our subsidiaries is a party, for the two years immediately preceding the date of this Annual Report:
(a) Indenture,dated January 29, 1996, for U.S. $225,000,000 8.32% First Preferred Ship Mortgage Notes due 2006, Teekay Shipping Corporation as Issuer; United States Trust Company of New York as Trustee; VSSI Oceans Inc., VSSI Atlantic Inc., VSSI Appian Inc., Senang Spirit Inc., Exuma Spirit Inc., Nassau Spirit Inc., and Andros Spirit Inc. as Guarantors.
(b) Agreement, dated January 26, 1998, for a U.S. $200,000,000 Reducing Revolving Credit Facility to be made available to certain wholly-owned subsidiaries of Teekay Shipping Corporation by Den Norske Bank ASA, Christiania Bank og Kreditkasse ASA, New York Branch, and the Bank of Nova Scotia.
(c) Amended and Restated Reimbursement Agreement dated April 16, 1998 (amended May 1999) relating to a U.S. $74,000,000 Credit facility made available by RABO Australia Limited to Barrington (Australia) Pty Limited, Palmerston (Australia) Pty Limited, VSSI Australia Limited, VSSI Transport Inc. and Alliance Chartering Pty Limited and Nedship Bank (America) N.V. as Guarantor.
(d) Amended and Restated Guarantee dated April 16, 1998 made by Teekay Shipping Corporation in favor of Nedship Bank (America) N.V. relating to the U.S. $74,000,000 facility granted by RABO Australia Limited and guaranteed by Nedship Bank (America) N.V.
(e) Agreement, dated March 26, 1999, for the amalgamation of Northwest Maritime Inc., a 100% owned subsidiary of Teekay Shipping Corporation, and Bona Shipholding Ltd.
(f) Amendment and Restatement Agreement, dated June 11, 1999, relating to a US $500,000,000 Revolving Loan Agreement made available to Bona Shipholding Ltd. by Chase Manhattan plc, Citibank International plc and various other banks.
(g) Reimbursement Agreement, dated February 16, 2001, between Karratha Spirit Pty Ltd and Nedship Bank (America) N.V.
(h) Agreement, dated February 16, 2001, for a U.S. $34,000,000 Term Loan Facility to be made available to Karratha Spirit Pty Ltd by RABO Australia Limited.
(i) Indenture dated June 22, 2001 among Teekay Shipping Corporation and The Bank of New York Trust Company of Florida (formerly U.S. Trust Company of Texas, N.A.) for U.S. $250,000,000 8.875% Senior Notes due 2011.
(j) Amendment and Restatement Agreement, dated September 14, 2001, relating to a U.S. $500,000,000 Revolving Loan Agreement between Bona Shipholding Ltd., Teekay Shipping Corporation, J.P. Morgan Securities Inc., Citibank International plc and various other banks.
(k) First Supplemental Indenture dated as of December 6, 2001, among Teekay Shipping Corporation and The Bank of New York Trust Company of Florida, N.A. for U.S. $100,000,000 8.875% Senior Notes due 2011.
(l) Share Sale and Purchase Agreement by and among Statoil ASA and Statpet AS and Norsk Teekay AS dated December 15, 2002.
(m) Supplemental Indenture No. 1 between Teekay Shipping Corporation and The Bank of New York, as trustee dated as of February 18, 2003.
(n) Purchase Contract Agreement between Teekay Shipping Corporation and The Bank of New York, as purchase contract agent dated as of February 18, 2003.
(o) Pledge Agreement between Teekay Shipping Corporation and The Bank of New York, as collateral agent dated as of February 18, 2003.
(p) Remarketing Agreement between Teekay Shipping Corporation and Morgan Stanley & Co. Incorporated dated as of February 18, 2003.
(q) Underwriting Agreement between Teekay Shipping Corporation, Morgan Stanley & Co. Incorporated and Salmon Smith Barney dated as of February 11, 2003.
(r) Agreement, dated March 10, 2003, for a U.S. $180,000,000 Secured Credit Facility to be made available to Cork Spirit LLC, Donegal Spirit LLC, Limerick Spirit LLC, Shannon Spirit LLC and Galway Spirit LLC by Den Norske Bank ASA, Deutsche Bank AG, DVB Bank AG and Nordea Bank Finland Plc and various other banks.
(s) Agreement, dated June 26, 2003, for a U.S. $550,000,000 Secured Reducing Revolving Loan Facility between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other banks.
(t) Share purchase agreement dated March 15, 2004 regarding the acquisition of Naviera F. Tapias S.A. (renamed Teekay Shipping Spain S.L.)
(u) Agreement, dated September 1, 2004 for a U.S. $550,000,000 Credit Facility Agreement to be made available to Teekay Nordic Holdings Incorporated by Nordea Bank Finland PLC, New York Branch.
(v) Amendment dated September 30, 2004 to Agreement, dated June 26, 2003, for a U.S. $550,000,000 Secured Reducing Revolving Loan Facility between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other banks.
(w) Annual Executive Bonus Plan
| (a) | Indenture dated June 22, 2001 among Teekay Shipping Corporation and The Bank of New York Trust Company of Florida (formerly U.S. Trust Company of Texas, N.A.) for U.S. $250,000,000 8.875% Senior Notes due 2011. |
| (b) | First Supplemental Indenture dated as of December 6, 2001, among Teekay Shipping Corporation and The Bank of New York Trust Company of Florida, N.A. for U.S. $100,000,000 8.875% Senior Notes due 2011. |
| (c) | Agreement, dated June 26, 2003, for a U.S. $550,000,000 Secured Reducing Revolving Loan Facility between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other banks. |
| (d) | Agreement, dated September 1, 2004 for a U.S. $500,000,000 Credit Facility Agreement to be made available to Teekay Nordic Holdings Incorporated by Nordea Bank Finland PLC, New York Branch. |
| (e) | Amendment dated September 30, 2004 to Agreement, dated June 26, 2003, for a U.S. $550,000,000 Secured Reducing Revolving Loan Facility between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other banks. |
| (f) | Agreement, dated May 26, 2005 for a U.S. $550,000,000 Credit Facility Agreement to be made available to Avalon Spirit LLC et al by Nordea Bank Finland PLC and others. |
| (g) | Annual Executive Bonus Plan. |
| (h) | Vision Incentive Plan. |
| (i) | 2003 Equity Incentive Plan. |
| (j) | Amended 1995 Stock Option Plan. |
| (k) | Rights agreement, dated as of September 8, 2000, between Teekay Shipping Corporation and The Bank of New York, as Rights Agent |
We are not aware of any governmental laws, decrees or regulations, including foreign exchange controls, in the Republic of The Marshall Islands that restrict the export or import of capital including foreign exchange controls, or that affect the remittance of dividends, interest or other payments to non-resident holders of our securities.
We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote our securities imposed by the laws of the Republic of the Marshall Islands or our Articles of Incorporation and Bylaws.
Teekay Shipping Corporation was incorporated in the Republic of Liberia on February 9, 1979 and was domesticated in the Republic of The Marshall Islands on December 20, 1999. Its principal executive headquarters are located in The Bahamas.
Marshall Islands Tax Consequences.Because Teekay and our subsidiaries do not, and do not expect that we or they will, conduct business or operations in the Republic of The Marshall Islands, and because all documentation related to the public offeringissuances of shares of our common stock was executed outside of the Republic of The Marshall Islands, under current Marshall Islands law, no taxes or withholdings will be imposed by the Republic of The Marshall Islands on distributions made to holders of shares of our common stock, so long as such persons do not reside in, maintain offices in, noror engage in business in the Republic of The Marshall Islands. Furthermore, no stamp, capital gains or other taxes will be imposed by the Republic of The Marshall Islands on the purchase, ownership or disposition by such persons of shares of our common stock.
Bahamian Tax Consequences.Under current Bahamian law, no taxes or withholdings will be imposed by the Commonwealth of the Bahamas on distributions made in respect of the shares of our common stock, and no stamp, capital gains or other taxes will be imposed by the Commonwealth of the Bahamas on the ownership or disposition of the shares of our common stock, as there are no personal income or corporation taxes, capital gains taxes or death duties in the Commonwealth of the Bahamas.
Documents concerning us that are referred to herein may be inspected at our principal executive headquarters at TKBayside House, Bayside Executive Park, West Bay Street & Blake Road, P.O. Box AP-59212, Nassau, The Bahamas. Those documents electronically filed via the Electronic Data Gathering, Analysis, and Retrieval (orEDGAR) system may also be obtained from the SEC’s website atwww.sec.gov, free of charge, or from the Public Reference Section of the SEC public reference room at Judiciary Plaza, 450 Fifth100F Street, NE, Washington, D.C. 20549.20549, at prescribed rates. Further information on the operation of the SEC public reference rooms may be obtained by calling the SEC at 1-800-SEC-0330. Copies of documents can be requested from the SEC public reference rooms for a copying fee.
We are exposed to market risk from foreign currency fluctuations and changes in interest rates, bunker fuel prices and spot market rates for vessels. We use foreign currency forward contracts, interest rate swaps, bunker fuel swap contracts and forward freight agreements to manage currency, interest rate, bunker fuel price risks and spot market ratesrate risks but do not use these financial instruments for trading or speculative purposes.
Our primary economic environment is the international shipping market. This market utilizes the U.S. Dollar as its functional currency. Consequently, virtually all of our revenues and most of our operating costs are in U.S. dollars.Dollars. We incur certain voyage expenses, vessel operating expenses, drydocking and overhead costs in foreign currencies, the most significant of which are Japanese Yen, Singapore Dollars,Dollar, Canadian Dollars,Dollar, Australian Dollars,Dollar, British Pounds,Pound, Euro and Norwegian Kroner. During 2004,2005, approximately 33%29% of vessel and voyage costs, overhead and drydock expenditures were denominated in these currencies. However, we have some ability to shift the purchase of goods and services from one country to another and, thus, from one currency to another, on relatively short notice.
We enter into forward contracts as a hedge against changes in certain foreign exchange rates. As at December 31, 2004,2005, we had the following foreign currency forward contracts:
Expected Maturity Date
(contract amounts in USD'000's) 2005 millions of U.S. Dollars) 2006
------------------- -------------------
Norwegian KronerKroner:
Contract amount $ 54,046 $5,000$93.2
Average contractual exchange rate 7.33 7.82
Canadian Dollar6.56
Euro:
Contract amount $ 45,151 -$10.8
Average contractual exchange rate 1.29 -0.83
Canadian Dollar:
Contract amount $10.7
Average contractual exchange rate 1.23
Australian Dollar:
Contract amount $4.5
Average contractual exchange rate 1.35
To the extent the hedge is effective, changes in the fair value of the forward contract are either offset against the fair value of assets or liabilities through income, or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of a forward contract’s change in fair value will be immediately recognized in income.
Although the majority of our transactions, assets and liabilities are denominated in U.S. Dollars, certain of our subsidiaries have foreign currency denominated liabilities. There is a risk that currency fluctuations will have a negative effect on the value of our cash flows. We have not entered into any forward contracts to protect against the translation risk of our foreign currency denominated liabilities. As at December 31, 2004,2005, we had Euro denominatedEuro-denominated term loans of 325.8318.5 million Euros ($443.7377.4 million) included in long-term debt, and Norwegian Kroner denominatedKroner-denominated deferred income taxes of approximately 666.1360.4 million NOK ($110.357.7 million) included in other long-term liabilities. Our Euro denominated revenues approximate our Euro denominated expenses and Euro denominated loan and interest payments. For this reason weWe have not entered into any Euro forward contracts.hedged our Euro-denominated term loans as the revenue we receive from certain of our time charters is denominated in Euros and is used to pay the interest and principal payments on these loans.
We invest our cash and marketable securities in financial instruments with maturities of less than six months within the parameters of our investment policy and guidelines.
We use interest rate swaps to manage the impact of interest rate changes on earnings and cash flows. Changes in the fair value of our interest rate swaps are either offset against the fair value of assets or liabilities through income, or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of an interest rate swap change in fair value is immediately recognized in income. Premiums and receipts, if any, are recognized as adjustments to interest expense over the lives of the individual contracts.
The table below provides information about our financial instruments at December 31, 2004,2005, which are sensitive to changes in interest rates, including our debt and capital lease obligations and interest rate swaps. For long-term debt and capital lease obligations, the table presents principal cash flows and related weighted averageweighted-average interest rates by expected maturity dates. For interest rate swaps, the table presents notional amounts and weighted averageweighted-average interest rates by expected contractual maturity dates.
Expected Maturity Date
(in USD'000's There-(in millions of U.S. dollars, except for percentages) 2005 2006 2007 2008 2009 after2010 There-after Rate (9)
- ------------------------------ ----------- ----------- ----------- ----------- ----------- ----------- ------------(1)
Long-Term Debt:
Fixed-Rate Debt 45,000 149,656 - - - 351,530 8.07%151.0 7.2 7.2 7.2 7.2 346.7 7.4%
Average Interest Rate 8.32% 6.09% - - - 8.875%7.1% 4.1% 4.1% 4.1% 4.1% 7.7%
Variable Rate Debt
U.S. Dollar Denominated (1) 63,418 60,472 26,384 273,288 177,751 516,769 3.34%
Euro DenominatedDollar-Denominated (2) - 33.9 331.0 85.0 56.0 468.9 5.2%
Euro-Denominated (3) 11,059 9,342 10,023 10,753 11,536 391,025 3.35%
(4) 8.1 8.7 9.3 10.0 10.7 330.6 3.6%
Capital Lease Obligations: (4) (5)
Fixed-Rate Obligations 7,978 135,313 3,355 3,537 3,709 69,274 7.81%(6) 10.0 132.2 5.3 5.5 85.9 26.2 7.6%
Average Interest Rate (5) 7.80% 8.86% 6.13% 6.20% 6.25% 6.01%(7) 7.6% 8.8% 6.3% 6.3% 5.5% 8.3%
Interest Rate Swaps: (6)(4)(8)
Contract Amount (8) 100,000 - 500,000 - 200,000 734,000 4.21%
Average Fixed Pay Rate (1) 2.25% - 2.79% - 4.24% 5.44%
Contract Amount 6,485 7,023 7,606 8,200 140,476 158,494 6.68%
Average Fixed Pay Rate (1) 6.76% 6.76% 6.76% 6.76% 6.96% 6.41%
Contract Amount (Euro
Denominated)(3) 8,340 9,342 10,023 10,753 11,536 391,025 5.90%(U.S. Dollar-denominated) (9) 500.0 2.2 4.5 211.2 17.8 1,308.3 4.5%
Average Fixed Pay Rate (2) 5.90% 5.90% 5.90% 5.90% 5.90% 5.89%
2.8% 6.2% 6.2% 4.3% 5.5% 5.2%
Contract Amount (Euro-Denominated) (4) 8.1 8.7 9.3 10.0 10.7 330.6 3.8%
Average Fixed Pay Rate (3) 3.8% 3.8% 3.8% 3.8% 3.8% 3.8%___________________________| (1) | Rate refers to the weighted-average effective interest rate for our debt, including the margin we pay on our floating-rate debt as at December 31, 2005, and the average fixed pay rate for our swap agreements, as applicable. The average fixed pay rate on our interest rate swaps excludes the margin we pay on our floating-rate debt. |
| (2) | Interest payments on U.S. |
| Interest payments on |
| Excludes capital lease obligations (present value of |
| The amount of capital lease obligations represents the present value of minimum lease payments together with our purchase obligation. |
| (7) | The average interest rate is the weighted-average interest rate implicit in the capital lease obligations at the inception of the leases. |
| The average variable receive rate for our interest |
WeFrom time to time we use bunker fuel swap contracts as a hedge to protect against the change in the cost of forecasted bunker fuel costs for certain vessels being time-chartered-out and for vessels servicing certain contracts of affreightment. To the extent the hedge is effective, changes in the fair value of the forward contract are either offset against the fair value of assets or liabilities through income, or recognized in other comprehensive income until the hedged item is recognized in income. The ineffective portion of a forward contract’s change in fair value is immediately recognized in income. As at December 31, 2004,2005, we were not committed to any bunker fuel swap contracts totaling 22,650 metric tonnes with a weighted-average price of $158.14 per tonne, which expire between January and December 2005.contracts.
We use written forward freight agreements as a hedge to protect against the change in spot market rates earned by some of our vessels. As at December 31, 2004,2005, we were committed to forward freight agreements totaling 4.84.9 million metric tonnes with a notional principal amount of $40.0$35.4 million, which expire between January and December 2005.2006.
The following table sets forth further information on the magnitude of these foreign currency forward contracts, interest rate swap agreements, bunker fuel swap contracts and forward freight agreements:
Contract Carrying Amount Fair
(in USD'000's)(in millions of U.S. dollars) Amount Asset Liability Value
- ------------------------------------------ ----------------- ---------------- ------------------ ------------------December 31, 2005
Foreign Currency Forward Contracts $ 119.1 $ $ 1.2 $ (1.2)
Interest Rate Swap Agreements 2,421.4 33.5 (33.5)
Forward Freight Agreements 35.4 0.2 (0.2)
Debt (including capital lease obligations) 2,433.0 2,433.0 (2,466.2)
December 31, 2004
Foreign Currency Forward Contracts $ 104,197104.2 $ 16,63516.6 $ $ 16,63516.6
Interest Rate Swap Agreements 2,304,860 158,482 (158,482)2,304.9 158.5 (158.5)
Bunker Fuel Swap Contracts 3,582 98 983.6 0.1 0.1
Forward Freight Agreements 39,967 3,276 (3,276)40.0 3.3 (3.3)
Debt (including capital lease obligations) 2,744,545 2,744,545 (2,801,553)
December 31, 2003
Foreign Currency Forward Contracts $ 146,912 $ 20,944 $ $ 20,944
Interest Rate Swap Agreements 710,000 9,953 (9,953)
Bunker Fuel Swap Contracts 696 183 183
Forward Freight Agreements 13,385 1,178 (1,178)
Debt (including capital lease obligations) 1,636,758 1,636,758 (1,686,002)2,744.5 2,744.5 (2,801.6)
Not applicable.
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
None.
We conducted an evaluation of our disclosure controls and procedures under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based on the evaluation, our evaluation, weChief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2004.2005 to ensure that information required to be disclosed by Teekay in the reports we file or submit under the Securities and Exchange Act of 1934 is accumulated and communicated to Teekay’s management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
During 20042005 there was no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Our Chief Executive Officer and Chief Financial Officer do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Teekay have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
The Board has determined that director and Chair of the Audit Committee, Eileen A. Mercier, qualifies as an audit committee financial expert and is independent under applicable NYSE and SEC standards.
We have adopted Standards for Business Conduct that include a Code of Ethics for all employees and directors. This document is available under “Corporate Governance” in the Investor Centre of our Webweb site (www.teekay.com)(www.teekay.com). We also intend to disclose under “Corporate Governance” in the Investor Centre of our web site any waivers to or amendments of our Standards of Business Conduct or Code of Ethics for the benefit of our directors and executive officers on our website.officers.
Our principal accountant for 20042005 and 20032004 was Ernst & Young LLP, Chartered Accountants. The following table shows the fees weTeekay Shipping Corporation and our subsidiaries paid or accrued for audit and other services provided by Ernst & Young LLP for 20042005 and 2003.2004.
Fees 2005 2004
2003
----------------- ---------------------------------------- ---------------------
Audit Fees (1) $907,777 $454,780$ 973,975 $ 907,777
Audit-Related Fees (2) 215,131 395,176 76,120
Tax Fees (3) 212,509 232,640 329,570
All Other Fees (4) 2,167 1,900
1,605
----------------- ---------------------------------------- ---------------------
Total $1,403,782 $1,537,493
$862,075
================= ================
======================== =====================| (1) | Audit fees represent fees for professional services provided in connection with the audit of our consolidated financial statements and review of our quarterly consolidated financial statements and audit services provided in connection with other statutory or regulatory filings. The audit fees for 2005 include $293,225 of fees paid to Ernst & Young LLP by our subsidiary, Teekay LNG, that were approved by the Audit Committee of Teekay LNG. |
| (2) | Audit-related fees consisted primarily of accounting consultations, employee benefit plan audits, services related to business acquisitions, services related to the regulatory filings for the initial and follow-on public offerings of Teekay LNG and divestitures and other attestation services. The audit-related fees for 2005 include $86,350 ($252,545 in 2004) of fees related to the public offerings of Teekay LNG paid to Ernst & Young LLP by our subsidiary, Teekay LNG, that were approved by the Audit Committee of Teekay LNG. |
| (3) | For |
| (4) | All other fees principally include subscription fees to an internet database of accounting information. |
The Audit Committee has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the Audit Committee or entered into pursuant to detailed pre-approval policies and procedures established by the Audit Committee, as long as the Audit Committee is informed on a timely basis of any engagement entered into on that basis. The Audit Committee separately pre-approved all engagements and fees paid to our principal accountant in 2004.2005.
Not applicable.
In November 2004, Teekaywe announced that itsour Board of Directors had authorized the repurchase of up to 3,000,000 shares of itsour Common Stock in the open market. By January 31, 2005, we had repurchased the maximum number authorized. The following table shows the monthly stock repurchase activity:activity related to this program:
Total Number of Maximum Number of
Shares Purchased as Shares that May Yet
Month of Repurchase Part of Publicly Be Purchased
Total Number Part of Publically Yet Be Purchased
of Shares Average Price Paid Announced Plans or Under the
Plans orShares Purchased Paid per Share Program Plans or Program
----------------- ----------------- ----------------------- --------------------
December 2004...................2004................. 1,400,200 $43.73 1,400,200 1,599,800
January 2005....................2005.................. 1,599,800 42.27 1,599,800 0
----------------- ----------------- ----------------------------------------- ------------------- -------------------- -------------------
3,000,000 $42.9541.82 3,000,000
0
================= ================= ========================================= =================== ==================== ===================
In April, July and December 2005, we announced that its Board of Directors had authorized the repurchase of up to $225 million, $250 million and $180 million, respectively, of shares of our Common Stock in the open market. The following table shows the monthly stock repurchase activity related to these programs:
Total Number of Maximum Dollar
Shares Purchased as Value of Shares that
Month of Repurchase Part of Publicly May Yet Be
Total Number of Average Price Paid Announced Plans or Purchased Under the
Shares Purchased per Share Program Plans or Program
April 2005.................... 10,000 $42.15 10,000 $ 654,579,000
May 2005...................... 1,430,400 42.54 1,430,400 593,729,000
June 2005..................... 2,163,700 43.72 2,163,700 499,132,000
July 2005..................... 409,300 44.79 409,300 480,800,000
August 2005................... 2,034,000 44.43 2,034,000 390,429,000
September 2005................ 850,000 43.37 850,000 353,565,000
October 2005.................. 1,827,300 39.18 1,827,300 281,971,000
November 2005................. 1,116,600 41.48 1,116,600 235,654,000
December 2005................. 1,242,200 41.39 1,242,200 184,240,000
January 2006.................. 1,715,000 39.59 1,715,000 116,343,000
February 2006................. 1,875,000 38.43 1,875,000 44,287,000
March 2006.................... 200,000 39.33 200,000 36,421,000
------------------ ------------------- -------------------- -------------------
14,873,500 41.82 14,873,500
================== =================== ==================== ===================
Not applicable.
The following financial statements and schedule, together with the related report of Ernst & Young LLP, Chartered Accountants thereon, are filed as part of this Annual Report:
Page
Report of Independent Registered Public Accounting Firm...................................................Firm................................................ F-1
Consolidated Financial Statements
Consolidated Statements of Income.........................................................................Income...................................................................... F-2
Consolidated Balance Sheets...............................................................................Sheets............................................................................ F-3
Consolidated Statements of Cash Flows.....................................................................Flows.................................................................. F-4
Consolidated Statements of Changes in Stockholders' Equity................................................Equity............................................. F-5
Notes to the Consolidated Financial Statements............................................................Statements......................................................... F-6
Schedule A to the Consolidated Financial Statements....................................................... F-21
All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required, are inapplicable or have been disclosed in the Notes to the Consolidated Financial Statements and therefore have been omitted.
| All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required, are inapplicable or have been disclosed in the Notes to the Consolidated Financial Statements and therefore have been omitted. |
The following exhibits are filed as part of this Annual Report:
1.1 Amended and Restated Articles of Incorporation of Teekay Shipping Corporation. (9)(1)
1.2 Articles of Amendment of Articles of Incorporation of Teekay Shipping Corporation. (9)(1)
1.3 Amended and Restated Bylaws of Teekay Shipping Corporation. (9)(1)
2.1 Registration Rights Agreement among Teekay Shipping Corporation, Tradewinds Trust Co. Ltd., as
Trustee for the Cirrus Trust, and Worldwide Trust Services Ltd., as Trustee for the JTK Trust. (1)(2)
2.2 Specimen of Teekay Shipping Corporation Common Stock Certificate. (1)(2)
2.3 Indenture dated January 29, 1996 among Teekay Shipping Corporation, VSSI Oceans Inc., VSSI Atlantic Inc.,
VSSI Appian Inc., Senang Spirit Inc., Exuma Spirit Inc., Nassau Spirit Inc., Andros Spirit Inc. and United
States Trust Company of New York, as Trustee. (5)
2.4 Specimen of Teekay Shipping Corporation's 8.32% First Preferred Ship Mortgage Notes Due 2008. (5)
2.5 Bahamian Statutory Ship Mortgage dated January 29, 1996 by Nassau Spirit Inc. to United States Trust
Company of New York. (3) (5)
2.6 Deed of Covenants dated January 29, 1996 by Nassau Spirit Inc. to United States Trust Company of New York.
(3) (5)
2.7 First Preferred Ship Mortgage dated January 29, 1996 by VSSI Oceans Inc. to United States Trust Company of
New York, as Trustee. (4)
2.8 Assignment of Time Charter dated January 29, 1996 by Nassau Spirit Inc. to United States Trust Company of
New York, as Trustee. (3) (5)
2.9 Assignment of Insurance dated January 29, 1996 by Nassau Spirit Inc. to United States Trust Company of New
York, as Trustee. (3) (5)
2.10 Pledge Agreement and Irrevocable Proxy dated January 29, 1996 by Teekay in favor of United States Trust
Company of New York, as Trustee. (5)
2.11 Guarantee dated January 29, 1996 by Nassau Spirit Inc. in favor of United States Trust Company of New
York, as Trustee. (3) (5)
2.12 Assignment of Freights and Hires dated January 29, 1996 by Nassau Spirit Inc. to United States Trust
Company of New York, as Trustee. (3) (5)
2.13 Cash Collateral Account Agreement dated January 29, 1996 between Nassau Spirit Inc. and United States
Trust Company of New York, as Trustee. (3) (5)
2.14 Investment Account Agreement dated January 29, 1996 between Teekay Shipping Corporation and United States
Trust Company of New York, as Trustee. (5)
2.15 Indenture dated June 22, 2001 among Teekay Shipping Corporation and The Bank of New York Trust
Company of Florida (formerly U.S. Trust Company of Texas, N.A.). for U.S. $250,000,000 8.875%
Senior Notes due 2011. (14)
2.16(3)
2.4 First Supplemental Indenture dated as of December 6, 2001, among Teekay Shipping Corporation and
The Bank of New York Trust Company of Florida, N.A. for U.S. $100,000,000 8.875% Senior
Notes due 2011. (15)
2.17(4)
2.5 Exchange and Registration Rights Agreement dated June 22, 2001 among Teekay Shipping Corporation
and Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, Salomon Smith Barney
Inc., Deutsche Banc Alex. Brown Inc. and Scotia Capital (USA) Inc. (14)
2.18(3)
2.6 Exchange and Registration Rights Agreement dated December 6, 2001 between Teekay Shipping
Corporation and Goldman, Sachs & Co. (15)
2.19(4)
2.7 Specimen of Teekay Shipping Corporation's 8.875% Senior Notes due 2011. (14)
2.20 Form of Supplemental Indenture No. 1 between Teekay Shipping Corporation and The Bank of New York, as
trustee. (18)
2.21 Form of Purchase Contract Agreement between Teekay Shipping Corporation and The Bank of New York, as
purchase contract agent. (18)
2.22 Form of Pledge Agreement between Teekay Shipping Corporation and The Bank of New York, as collateral
agent. (18)
2.23 Form of Remarketing Agreement between Teekay Shipping Corporation and Morgan Stanley & Co. Incorporated.
(18)
2.24 Form of Underwriting Agreement Between Teekay Shipping Corporation, Morgan Stanley & Co. Incorporated and
Salomon Smith Barney. (18)(3)
4.1 1995 Stock Option Plan. (1)(2)
4.2 Amendment to 1995 Stock Option Plan. (10)(5)
4.3 Amended 1995 Stock Option Plan. (12)(6)
4.4 2003 Equity Incentive Plan. (7)
4.5 Annual Executive Bonus Plan. (8)
4.6 Vision Incentive Plan.
4.7 Form of Indemnification Agreement between Teekay and each of its officers and directors. (1)
4.5 Time Charter, as amended, dated February 1, 1992 between VSSI Appian Inc. and Palm Shipping Inc. (4)
4.6 Time Charter, as amended, dated August 1, 1992 between Exuma Spirit Inc. and Palm Shipping Inc. (4)
4.7 Time Charter, as amended, dated May 1, 1992 between Nassau Spirit Inc. and Palm Shipping Inc. (4)(2)
4.8 Agreement, dated January 26, 1998, for a U.S. $200,000,000 Reducing Revolving Credit Facility to be made
available to certain wholly-owned subsidiaries of Teekay Shipping Corporation by Den Norske Bank ASA,
Christiania Bank og Kreditkasse ASA, New York Branch, and the Bank of Nova Scotia. (7)
4.9 Agreement, dated March 26, 1999, for the amalgamation of Northwest Maritime Inc., a 100% owned subsidiary
of Teekay Shipping Corporation, and Bona Shipholding Ltd. (8)
4.10 Agreement, dated April 16, 1998, for a U.S. $30,000,000 Term Loan Facility to be made available to VSSI
Australia Limited by RABO Australia Limited. (9)
4.11 Agreement, dated December 18, 1997, for a U.S. $44,000,000 Term Loan Facility to be made available to
Barrington (Australia) Pty Limited and Palmerston (Australia) Pty Limited by RABO Australia Limited. (9)
4.12 Amended and Restated Reimbursement Agreement, dated April 16, 1998, Among Barrington (Australia) Pty
Limited, Palmerston (Australia) Pty Limited, VSSI Australia Limited, VSSI Transport Inc. and Alliance
Chartering Pty Limited and Nedship Bank (America) N.V., The Bank of New York and Landesbank
Schleswig-Holstein. (9)
4.13 Amendment No. 1, dated May 1999, to Amended and Restated Reimbursement Agreement dated April 16, 1998
among Barrington (Australia) Pty Limited, Palmerston (Australia) Pty Limited, VSSI Australia Limited, VSSI
Transport Inc. and Alliance Chartering Pty Limited and Nedship Bank (America) N.V.,
The Bank of New York and Landesbank Schleswig-Holstein. (9)
4.14 Amended and Restated Agreement, date June 11, 1999, for a U.S. $500,000,000 Revolving Loan between Bona
Shipholding Ltd., Chase Manhattan plc, Citibank International plc and various other banks. (9)
4.15 Amendment and Restatement Agreement, dated June 11, 1999, relating to a U.S. $500,000,000 Revolving Loan
Agreement between Bona Shipholding Ltd., Chase Manhattan plc, Citibank International plc and various other
banks. (9)
4.16 Rights agreement, dated as of September 8, 2000, between Teekay Shipping Corporation and The Bank
of New York, as Rights Agent. (11)
4.17 Reimbursement Agreement, dated January 1, 2000, between Fleet Management Inc. and Teekay Shipping
Corporation. (12)
4.18 Reimbursement Agreement, dated February 16, 2001, between Karratha Spirit Pty Ltd and Nedship Bank
(America) N.V. (13)
4.19 Agreement, dated February 16, 2001, for a U.S. $34,000,000 Term Loan Facility to be made available to
Karratha Spirit Pty Ltd by RABO Australia Limited. (13)
4.20 Amendment and Restatement Agreement, dated September 14, 2001, relating to a U.S. $500,000,000 Revolving
Loan Agreement between Bona Shipholding Ltd., Teekay Shipping Corporation, J.P. Morgan Securities Inc.,
Citibank International plc and various other banks. (17)
4.21 Share Sale and Purchase Agreement by and among Statoil ASA and Statpet AS and Norsk Teekay AS dated
December 15, 2002. (19)
4.22 Agreement, dated March 10, 2003, for a U.S. $180,000,000 Secured Credit Facility to be made available to
Cork Spirit LLC, Donegal Spirit LLC, Limerick Spirit LLC, Shannon Spirit LLC and Galway Spirit LLC by Den
Norske Bank ASA, Deutsche Bank AG, DVB Bank AG and Nordea Bank Finland Plc and various other banks. (20)
4.23(9)
4.9 Agreement, dated June 26, 2003, for a U.S. $550,000,000 Secured Reducing Revolving Loan Facility
between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other banks. (21)
4.24 Share purchase agreement dated March 15, 2004 regarding the acquisition of Naviera F. Tapias S.A. (renamed
Teekay Shipping Spain S.L.) (22)
4.25 2003 Equity Incentive Plan. (23)
4.26(10)
4.10 Agreement, dated September 1, 2004 for a U.S. $550,000,000$500,000,000 Credit Facility Agreement to be
made available to Teekay Nordic Holdings Incorporated by Nordea Bank Finland PLC
4.27PLC. (8)
4.11 Amendment dated September 30, 2004 to Agreement, dated June 26, 2003, for a
U.S. $550,000,000 Secured Reducing Revolving Loan
Facility between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other banks. 4.28 Annual Executive Bonus Plan(8)
4.12 Agreement dated May 26, 2005 for a U.S. $550,000,000 Credit Facility Agreement to be made
available to Avalon Spirit LLC et al by Nordea Bank Finland PLC and others.
8.1 List of Significant SubsidiariesSubsidiaries.
12.1 Rule 13a-14(a)/15d-14(a) Certification of Teekay's Chief Executive OfficerOfficer.
12.2 Rule 13a-14(a)/15d-14(a) Certification of Teekay's Chief Financial OfficerOfficer.
13.1 Teekay Shipping Corporation Certification of Bjorn Moller, Chief Executive Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
13.2 Teekay Shipping Corporation Certification of Peter Evensen, Chief Financial Officer,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
15.1 Letter from Ernst & Young LLP, as independent chartered accountants, dated April 7, 2005,3, 2006,
regarding audited financial information.
| (1) | Previously filed as an exhibit to the Company’s Annual Report on Form 20-F (File No.1-12874), filed with the SEC on March 30, 2000, and hereby incorporated by reference to such Annual Report. |
| (2) | Previously filed as an exhibit to the Company’s Registration Statement on Form F-1 (Registration No. 33-7573-4), filed with the SEC on July 14, 1995, and hereby incorporated by reference to such Registration Statement. |
| (3) |
| Previously filed as an exhibit to the Company’s Registration Statement on Form F-4 (Registration No. 333-64928), filed with the SEC on July 11, 2001, and hereby incorporated by reference to such Registration Statement. |
| Previously filed as an exhibit to the Company’s Registration Statement on Form F-4 (Registration No. 333-76922), filed with the SEC on January 17, 2002, and hereby incorporated by reference to such Registration Statement. |
| Previously filed as an exhibit to the Company’s |
| Previously filed as an exhibit to the Company’s Annual Report on Form 20-F (File No.1-12874), filed with the SEC on |
| Previously filed as an exhibit to the Company’s Registration Statement on Form S-8 (File No. 333-119564), filed with the SEC on October 6, 2004, and hereby incorporated by reference to such Registration Statement. |
| (8) | Previously filed as an exhibit to the Company’s Report on Form |
| Previously filed as an exhibit to the Company’s |
| Previously filed as an exhibit to the Company’s Report on Form 6-K (File No. 1-12874), filed with the SEC on August 14, 2003, and hereby incorporated by reference to such Report. |
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Annual Reportannual report on its behalf.
| TEEKAY SHIPPING CORPORATION By: Peter Evensen Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
| Dated: April 7, 2006 |
Dated: April 7, 2005
To the Board of Directors and Stockholders of
TEEKAY SHIPPING CORPORATION
We have audited the accompanying consolidated balance sheets ofTeekay Shipping Corporation and subsidiariesas ofat December 31, 20042005 and 2003,2004, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2004. Our audits also included the financial schedule listed in the Index: Item 18.2005. These financial statements and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based on our audits, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Teekay Shipping Corporation and subsidiaries at December 31, 20042005 and 2003,2004, and the consolidated results of their operations and their cash flows for each of the three years ended December 31, 20042005 in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
| Vancouver, Canada, February 21, 2006 | /s/ ERNST & YOUNG LLP Chartered Accountants |
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2004 2003 2002
$ $ $
---------------- ------------------ --------------------------------- ----------------
VOYAGE REVENUES 1,954,618 2,219,238 1,576,095
783,327
- ----------------------------------------------------------------------------------------------------------------------------- ---------------- ------------------ --------------------------------- ----------------
OPERATING EXPENSES
Voyage expenses 419,169 432,395 394,656 239,455
Vessel operating expenses 206,749 218,489 210,696 168,035
Time-charter hire expense 467,990 457,180 304,623 49,949
Depreciation and amortization 205,529 237,498 191,237 149,296
General and administrative 159,707 130,742 85,147
57,246
Vessel write-downsand equipment writedowns and (gain) loss on sale
of vessels (note 19) (139,184) (79,254) 90,389 -
Restructuring charge (note 15 )15) 2,882 1,002 6,383
- - ----------------------------------------------------------------------------------------------------------------------------- ---------------- ------------------ --------------------------------- ----------------
Total operating expenses 1,322,842 1,398,052 1,283,131
663,981
- ----------------------------------------------------------------------------------------------------------------------------- ---------------- ------------------ --------------------------------- ----------------
Income from vessel operations 631,776 821,186 292,964
119,346
- ----------------------------------------------------------------------------------------------------------------------------- ---------------- ------------------ --------------------------------- ----------------
OTHER ITEMS
Interest expense (132,428) (121,518) (80,999)
(57,974)
Interest income 33,943 18,528 3,921 3,494
Equity income from joint ventures 11,141 13,730 6,970
4,523
Gain (loss) on sale of marketable securities - 93,175 517
Foreign exchange gain (loss) (note 6)8) 93,175 517 (1,130)59,810 (42,704) (3,855)
Other - net (note 15) (67,661) (46,009) (14,868)(33,342) (24,957) (42,154)
- ----------------------------------------------------------------------------------------------------------------------------- ---------------- ------------------ --------------------------------- ----------------
Total other items (60,876) (63,746) (115,600)
(65,955)
- ----------------------------------------------------------------------------------------------------------------------------- ---------------- ------------------ --------------------------------- ----------------
Net income 570,900 757,440 177,364
53,391
- ----------------------------------------------------------------------------------------------------------------------------- ---------------- ------------------ --------------------------------- ----------------
Earnings per common share ((note 20)20
o Basic)
•Basic 7.30 9.14 2.22
0.67
o Diluted•Diluted 6.83 8.63 2.18 0.66
Weighted average number of common shares
o Basic•Basic 78,201,996 82,829,336 79,986,746
79,261,994
o Diluted•Diluted 83,547,686 87,729,037 81,466,294
80,504,792
============================================================================================================================= ================ ================== =================
The accompanying notes are an integral part of the consolidated financial statements.
As at As at December 31, December 31, 2004 2003 $ $----------------- ----------------ASSETSCurrentCash and cash equivalents(note 9)427,037 292,284 Restricted cash(note 11)96,087 2,672 Accounts receivable 210,089 146,523 Prepaid expenses and other assets 54,717 39,054 Vessels held for sale(note 19)129,952 - - ------------------------------------------------------------------------------ ----------------- ----------------Total current assets917,882 480,533 - ------------------------------------------------------------------------------ ----------------- ---------------- Marketable securities(note 6)- 95,511 Restricted cash(note 11)352,725 -Vessels and equipment(note 9)At cost, less accumulated depreciation of $960,597 (2003 - $1,034,747) 2,613,379 2,386,642 Vessels under capital leases, at cost, less accumulated depreciation of $11,047 (2003 - $438)(note 11)665,331 37,562 Advances on newbuilding contracts(note 17)252,577 150,656 - ------------------------------------------------------------------------------ ----------------- ----------------Total vessels and equipment3,531,287 2,574,860 - ------------------------------------------------------------------------------ ----------------- ---------------- Net investment in direct financing leases(note 4)109,215 73,073 Investment in joint ventures(note 5)59,637 54,392 Other assets 85,893 60,333 Intangible assets - net(note 7)277,511 118,588 Goodwill(note 7)169,590 130,754 - ------------------------------------------------------------------------------ ----------------- ----------------Total assets5,503,740 3,588,044 ============================================================================== =================================LIABILITIES AND STOCKHOLDERS' EQUITYCurrentAccounts payable 61,607 51,817 Accrued liabilities(note 8)144,415 119,594 Current portion of long-term debt(note 9)119,453 102,062 Current obligation under capital leases(notes 11 and 17)88,934 1,159 - ------------------------------------------------------------------------------ ----------------- ----------------Total current liabilities414,409 274,632 - ------------------------------------------------------------------------------ ----------------- ---------------- Long-term debt(note 9)1,988,551 1,498,044 Long-term obligation under capital leases(note 11)547,607 35,493 Other long-term liabilities(notes 1 and 10)301,091 112,726 - ------------------------------------------------------------------------------ ----------------- ----------------Total liabilities3,251,658 1,920,895 - ------------------------------------------------------------------------------ ----------------- ---------------- Commitments and contingencies(notes 10, 11, 16 and 17)Minority interest14,724 15,322Stockholders' equityCapital stock(note 13)534,938 492,653 Retained earnings 1,758,552 1,095,650 Accumulated other comprehensive (loss) income (56,132) 63,524 - ------------------------------------------------------------------------------ ----------------- ----------------Total stockholders' equity2,237,358 1,651,827 - ------------------------------------------------------------------------------ ----------------- ----------------Total liabilities and stockholders' equity5,503,740 3,588,044 ============================================================================== =================================
The accompanying notes are an integral part of the consolidated financial statements.
As at As at December 31, December 31, 2005 2004 $ $ ------------------ ------------------- ASSETSCurrent Cash and cash equivalents (note 8) 236,984 427,037 Restricted cash (note 11) 152,286 96,087 Accounts receivable 151,732 210,089 Vessels held for sale - 129,952 Net investment in direct financing leases - current 20,240 - Prepaid expenses and other assets 69,175 54,717 - ------------------------------------------------------------------------------ ------------------ ------------------- Total current assets 630,417 917,882 - ------------------------------------------------------------------------------ ------------------ ------------------- Restricted cash (note 11) 158,798 352,725 Vessels and equipment (note 8) At cost, less accumulated depreciation of $766,696 (2004 - $960,597) 2,536,002 2,613,379 Vessels under capital leases, at cost, less accumulated depreciation of $35,574 (2004 - $11,047) (note 11) 712,120 665,331 Advances on newbuilding contracts (note 17) 473,552 252,577 - ------------------------------------------------------------------------------ ------------------ ------------------- Total vessels and equipment 3,721,674 3,531,287 - ------------------------------------------------------------------------------ ------------------ ------------------- Net investment in direct financing leases (note 5) 100,996 109,215 Investment in joint ventures (note 17) 145,448 59,637 Other assets 113,590 85,893 Intangible assets - net (note 6) 252,280 277,511 Goodwill (note 6) 170,897 169,590 - ------------------------------------------------------------------------------- ------------------ ------------------- Total assets 5,294,100 5,503,740 ============================================================================== ================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Accounts payable 40,908 61,607 Accrued liabilities (note 7) 125,878 144,415 Current portion of long-term debt (note 8) 159,053 119,453 Current obligation under capital leases (notes 11 and 17) 139,001 88,934 - ------------------------------------------------------------------------------ ------------------ ------------------- Total current liabilities 464,840 414,409 - ------------------------------------------------------------------------------ ------------------ ------------------- Long-term debt (note 8) 1,686,190 1,988,551 Long-term obligation under capital leases (note 11) 415,234 547,607 Loan from joint venture partner (note 9) 33,500 - Other long-term liabilities (notes 1 and 10) 174,991 301,091 - ------------------------------------------------------------------------------ ------------------ ------------------- Total liabilities 2,774,755 3,251,658 - ------------------------------------------------------------------------------ ------------------ ------------------- Commitments and contingencies (notes 10, 11, 16, 17 and 21)Minority interest 282,803 14,724 Stockholders' equity Capital stock (note 13) 471,784 534,938 Retained earnings 1,833,588 1,758,552 Accumulated other comprehensive loss (68,830) (56,132) - ------------------------------------------------------------------------------ ------------------ ------------------- Total stockholders' equity 2,236,542 2,237,358 - ------------------------------------------------------------------------------ ------------------ ------------------- Total liabilities and stockholders' equity 5,294,100 5,503,740 ============================================================================== ================== ===================
The accompanying notes are an integral part of the consolidated financial statements.
Year Ended Year Ended Year Ended December 31, December 31, December 31, 2005 2004 20032002$ $ $---------------- ------------------------------- ------------ ------------- Cash and cash equivalents provided by (used for) OPERATING ACTIVITIES Net income 570,900 757,440 177,36453,391 Net incomeNon-cash items: Depreciation and amortization 205,529 237,498 191,237149,296 (Gain) lossGain on sale of vessels (151,427) (79,254) (1,188)-Gain on sale of marketable securities - (93,175) (517)1,130Loss onwrite-downwritedown of vessels and equipment 12,243 - 91,577-Loss onwrite-downwritedown of marketable securities - - 4,910-Loss on repurchase of bonds (note 15) 13,255 769 5,385-Equity income (net of dividends received: December 31, 2005 - $9,227; December 31, 2004 - $12,576; December 31, 2003 -$7,420; December 31, 2002 - $1,748)$7,420) (1,914) (1,154) 450(2,775)Income taxes (note 15) (2,340) 35,048 36,50111,413 OtherLoss from settlement of interest rate swaps (note 15) 7,820 - - Writeoff of capitalized loan costs (note 15) 7,462 - - Unrealized foreign exchange (gain) loss and other - net (23,174) 16,971 (3,191)(5,049)Change in non-cash working capital items related to operating activities (note 18) (8,644) (26,550) (4,256)7,038Expenditures for drydocking (20,668) (32,889) (42,697)(34,913)---------------------------------------------------------------- ---------------- ----------------------------------------------------------------------------------------- --------------- ------------- ------------- Net operating cash flow 609,042 814,704 455,575179,531---------------------------------------------------------------- ---------------- ----------------------------------------------------------------------------------------- --------------- ------------- ------------- FINANCING ACTIVITIES Proceeds from long-term debt 2,472,316 1,631,181 1,993,270255,185Capitalized loan costs (8,495) (9,960) (12,442) Loan from joint venture partner (note 9) 33,500 - - Scheduled repayments of long-term debt (61,242) (150,314) (62,240)(51,830)Prepayments of long-term debt (2,629,624) (1,731,223) (1,466,815)(8,000)Repayments of capital lease obligations (78,919) (66,109) (345)-Decrease(increase)in restricted cash8,34281,304 8,341 6,113(952)Settlement of interest rate swaps (143,295) - - Net proceeds from sale of Teekay LNG Partners L.P. units (note 3) 257,986 - - Investment in subsidiaries from minority owners (note 17) 25,329 - - Distribution from subsidiaries to minority owners (note 17) (14,093) - - Issuance of Common Stock upon exercise of stock options51,27920,359 51,280 25,0154,221Repurchase of Common Stock (note 13) (538,377) (61,237) -(1,547)Cash dividends paid (49,151) (42,362) (35,719)(34,073)---------------------------------------------------------------- ---------------- ----------------------------------------------------------------------------------------- --------------- ------------- ------------- Net financing cash flow (632,402) (370,403) 446,837163,004---------------------------------------------------------------- ---------------- ----------------------------------------------------------------------------------------- --------------- ------------- ------------- INVESTING ACTIVITIES Expenditures for vessels and equipment (555,142) (548,587) (372,433)(135,650)Proceeds from sale of vessels and equipment 534,007 440,556 242,111-Proceeds from sale of marketable securities - 135,357 9,6426,675 Purchase of marketable securities - (37,291) -Purchase of Teekay Shipping Spain S.L., net of cash acquired of $11,191 (note3)4) - (286,993)-- Purchase of Navion AS (note4)5) - - (704,734)(76,000)Purchase of intangible assets - - (7,250)- Decrease (increase) in investmentInvestment in joint ventures (note 17) (82,399) (4,369) 25,500(26,000)Loan to joint venture partner (13,000) - - Purchase of PetroTrans Holdings Ltd.(note 5)- (357) (25,050)- Net investmentInvestment in direct financing leases (note4)5)(43,892) (20,322)(23,708) (53,273) (25,202) Repayment of direct financing leases (note 5) 12,440 9,381 4,880 Other (38,891) (1,263) (42,217) -Other (1,263) (4,926) (1,885) - --------------------------------------------------------------- ---------------- ----------------------------------------------------------------------------------------- --------------- ------------- ------------- Net investing cash flow (166,693) (309,548) (894,753)(232,860)---------------------------------------------------------------- ---------------- ----------------------------------------------------------------------------------------- --------------- ------------- -------------Increase(Decrease) increase in cash and cash equivalents (190,053) 134,753 7,659109,675Cash and cash equivalents, beginning of the period 427,037 292,284 284,625174,950---------------------------------------------------------------- ---------------- ----------------------------------------------------------------------------------------- --------------- ------------- ------------- Cash and cash equivalents, end of the period 236,984 427,037 292,284284,625 =============================================================== ================ ================ ===============- ------------------------------------------------------------------------- --------------- ------------- -------------
The accompanying notes are an integral part of the consolidated financial statements.
Accumulated Other Compre- ThousandsCompre-hensive Compre- Total of Common Common RetainedhensiveIncome hensive Stockholders' Shares Stock EarningsIncome(Loss) Income Equity # $ $ $ $ $ ------------------------------------ -------------------------------------------------------------- --------- --------- ---------------------- --------------- ----------- --------------Balance as at December 31, 200179,100 467,341 935,660 (4,801) 1,398,200 - ----------------------------------- ---------------------- --------- ---------------------- --------------- ----------- -------------- Net income 53,391 53,391 53,391 Other comprehensive income: Unrealized loss on marketable securities (239) (239) (239) Reclassification adjustment for loss on marketable securities included in net income 737 737 737 Unrealized gain on derivative instruments(note 16)3,023 3,023 3,023 Reclassification adjustment for gain on derivative instruments(note 16)(1,815) (1,815) (1,815) ----------- Comprehensive income 55,097 ----------- Dividends declared (34,079) (34,079) Reinvested dividends 2 6 6 Exercise of stock options 380 4,221 4,221 Repurchase of Common Stock (98) (580) (967) (1,547) - ----------------------------------- ------------- ---------- ------------ --------------- ----------- --------------Balance as at December 31, 2002 79,384 470,988 954,005 (3,095) 1,421,898 ------------------------------------ -------------------------------------------------------------- --------- --------- ---------------------- --------------- ----------- ----------------------- --------- ---------- Net income 177,364 177,364 177,364 Other comprehensive income: Unrealized gain on marketable securities 53,540 53,540 53,540 Reclassification adjustment for loss on marketable securities included in net income 4,899 4,899 4,899 Unrealized gain on derivative instruments (note 16) 8,639 8,639 8,639 Reclassification adjustment for gain on derivative instruments (note 16) (459) (459) (459)-------------------- Comprehensive income 243,983-------------------- Dividends declared (35,719) (35,719) Reinvested dividends 2 3 3 Exercise of stock options 1,764 25,015 25,015 7.25% Premium Equity Participating Security Units contract adjustment fee (4,803) (4,803) Issuance of Common Stock (note 13) 72 1,450 1,450 ------------------------------------ -------------------------------------------------------------- --------- --------- ---------------------- --------------- ----------- ----------------------- --------- ---------- Balance as at December 31, 2003 81,222 492,653 1,095,650 63,524 1,651,827 ------------------------------------ -------------------------------------------------------------- --------- --------- ---------------------- --------------- ----------- ----------------------- --------- ---------- Net income 757,440 757,440 757,440 Other comprehensive income: Unrealized gain on marketable securities 39,369 39,369 39,369 Reclassification adjustment for gain on marketable securities included in net income (92,539) (92,539) (92,539) Unrealized loss on derivative instruments (note 16) (94,822) (94,822) (94,822) Reclassification adjustment for loss on derivative instruments (note 16) 28,336 28,336 28,336-------------------- Comprehensive income 637,784-------------------- Dividends declared (42,366) (42,366) Reinvested dividends 1 3 3 100% Stock dividend 41 (41) - Exercise of stock options 3,125 51,280 51,280 Issuance of Common Stock (note 13) 3 67 67 Repurchase of Common Stock (note 13) (1,400) (9,106) (52,131) (61,237) ------------------------------------ -------------------------------------------------------------- --------- --------- ---------------------- --------------- ----------- ----------------------- --------- ---------- Balance as at December 31, 2004 82,951 534,938 1,758,552 (56,132) 2,237,358 ------------------------------------ -------------------------------------------------------------- --------- --------- ---------------------- --------------- ----------- ----------------------- --------- ---------- Net income 570,900 570,900 570,900 Other comprehensive income: Unrealized loss on marketable securities (1,348) (1,348) (1,348) Unrealized loss on derivative instruments (note 16) (25,370) (25,370) (25,370) Reclassification adjustment for loss on derivative instruments (note 16) 14,020 14,020 14,020 --------- Comprehensive income 558,202 --------- Dividends declared (49,155) (49,155) Reinvested dividends 1 4 4 Exercise of stock options 1,098 20,359 20,359 Issuance of Common Stock (note 13) 9 297 297 Repurchase of Common Stock (note 13) (12,683) (83,814) (454,563) (538,377) Gain on public offerings of Teekay LNG (note 3) 7,854 7,854 - ------------------------------------------------- --------- --------- ---------- --------- --------- ---------- Balance as at December 31, 2005 71,376 471,784 1,833,588 (68,830) 2,236,542 - ------------------------------------------------- --------- --------- ---------- --------- --------- ----------
The accompanying notes are an integral part of the consolidated financial statements.
| 1. | Summary of Significant Accounting Policies |
| Basis of presentation |
| The consolidated financial statements have been prepared in |
| The preparation of financial statements in conformity with |
| Certain of the comparative figures have been reclassified to conform with the presentation adopted in the current period. |
| Reporting currency |
| The consolidated financial statements are stated in U.S. Dollars because the Company operates in international shipping markets, the Company’s primary economic environment, which typically utilize the U.S. Dollar as the functional currency. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet date, monetary assets and liabilities that are denominated in currencies other than the U.S. Dollar are translated to reflect the year-end exchange rates. Resulting gains or losses are reflected separately in the accompanying consolidated statements of income. |
| Operating revenues and expenses |
| The Company recognizes revenues from time charters and bareboat charters daily over the term of the charter as the applicable vessel operates under the charter. The Company does not recognize revenue during days that the vessel is off-hire. All voyage revenues from voyage charters are recognized on a percentage of completion method. The Company uses a discharge-to-discharge basis in determining percentage of completion for all spot voyages, and voyages servicing contracts of affreightment |
| Voyage expenses are all expenses unique to a particular voyage, including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses. Voyage expenses are recognized ratably over the duration of the voyage, and vessel operating expenses are recognized when incurred. |
| Cash and cash equivalents |
| The Company classifies all highly-liquid investments with a maturity date of three months or less when purchased as cash and cash equivalents. |
| Cash interest paid during the years ended December 31, 2005, 2004 and 2003 |
| Marketable securities |
| The Company’s investments in marketable securities are classified as available-for-sale securities and are carried at fair value. Net unrealized gains and losses on available-for-sale securities are reported as a component of accumulated other comprehensive |
| Vessels and equipment |
| All pre-delivery costs incurred during the construction of newbuildings, including interest, supervision and technical costs, are capitalized. The acquisition cost and all costs incurred to restore used vessel purchases to the standard required to properly service the Company’s customers are capitalized. |
| Depreciation is calculated on a straight-line basis over a vessel’s estimated useful life, less an estimated residual value. Depreciation is calculated using an estimated useful life of 25 years for crude oil tankers and 35 years for liquefied natural gas |
| Interest costs capitalized to vessels and equipment for the years ended December 31, 2005, 2004 and 2003 |
| Gains on vessels sold and leased back under capital leases are deferred and amortized over the remaining estimated useful life of the vessel. Losses on vessels sold and leased back under capital leases are recognized immediately when the fair value of the vessel at the time of sale-leaseback is less than its book value. In such case, the Company would recognize a loss in the amount by which book value exceeds fair value. |
| Generally, the Company drydocks each vessel every two and a half to five years. In addition, a shipping society classification intermediate survey is performed on the Company’s LNG carriers between the second and third year of the five-year drydocking period. The Company capitalizes a substantial portion of the costs incurred during drydocking and for the survey and amortizes those costs on a straight-line basis from the completion of a drydocking or intermediate survey to the estimated completion of the next drydocking. The Company expenses costs related to routine repairs and maintenance incurred during drydocking that do not improve or extend the useful lives of the assets. When significant drydocking expenditures occur prior to the expiration of the original amortization period, the remaining unamortized balance of the original drydocking cost and any unamortized intermediate survey costs are expensed in the month of the subsequent drydocking. Amortization of drydocking expenditures for the years ended December 31, 2005, 2004 and 2003 |
| The Company reviews vessels and equipment for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by comparison of their carrying amount to future undiscounted cash flows the assets are expected to generate over their remaining useful lives. If vessels and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the assets exceeds their fair market value (see Note 19). |
| Direct financing leases |
| The Company assembles, installs, operates and leases equipment that reduces volatile organic compound emissions |
| Investment in joint ventures |
| The Company has a 50% participating interest in eight joint venture companies |
| Investment in the Panamax OBO Pool |
| All Panamax oil/bulk/ore carriers |
| Loan costs |
| Loan costs, including fees, commissions and legal expenses, which are presented as other assets are capitalized and amortized on a straight-line basis over the term of the relevant loan. Amortization of loan costs is included in interest expense. |
| Derivative instruments |
| The Company utilizes derivative financial instruments to reduce risk from foreign currency fluctuations, changes in interest rates, changes in spot market rates for vessels and changes in bunker fuel prices and does not use them for trading purposes. Statement of Financial Accounting Standards No. 133 (or |
| Derivative instruments are recorded as other assets or other long-term liabilities, measured at fair value. Derivatives that are not hedges or are not designated as hedges are adjusted to fair value through income. If the derivative is a hedge, depending upon the nature of the hedge, changes in the fair value of the derivatives are either offset against the fair value of assets, liabilities or firm commitments through income, or recognized in other comprehensive income (loss) until the hedged item is recognized in income. The ineffective portion of a derivative’s change in fair value is immediately recognized in income (see Note 16). |
| Goodwill and intangible assets |
| Goodwill and indefinite lived intangible assets are not amortized, but reviewed for impairment annually, or more frequently if impairment indicators arise. Intangible assets with finite lives are amortized over their useful lives. |
| The Company’s intangible assets consist primarily of time charter contracts acquired as part of the purchase of Teekay Shipping Spain S.L |
| Income taxes |
| The legal jurisdictions in which Teekay and the majority of its subsidiaries are incorporated do not impose income taxes upon shipping-related activities. The Company’s Australian shipowning subsidiaries, its Canadian subsidiary Teekay Canadian Tankers Ltd., its Norwegian subsidiaries UNS and Navion and its Spanish subsidiary Teekay Spain are subject to income taxes (see Note 15). Included in other long-term liabilities are deferred income taxes of $67.3 million at December 31, 2005, $121.4 million at December 31, 2004, and $78.2 million at December 31, |
| The Company accounts for gains or losses from the issuance of shares or units by its subsidiaries as an adjustment to stockholders’ equity. |
| Accounting for stock-based compensation |
| Under Statement of Financial Accounting Standards No. 123 |
| The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation (see Note 13). |
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2004 2003 2002
$ $ $
-------------------- ------------------- ---------------------------------- ---------------- ----------------
Net income - as reported...........................reported............................... 570,900 757,440 177,364 53,391
Less: Total stock-based compensation expense.......expense........... 8,077 8,996 8,243
7,538
-------------------- ------------------- ---------------------------------- ---------------- ----------------
Net income - pro forma.............................forma................................. 562,823 748,444 169,121
45,853
==================== =================== ================================== ================ ================
Basic earnings per common share:
As reported........................................reported.......................................... 7.30 9.14 2.22
0.67
Pro forma..........................................forma............................................ 7.20 9.04 2.11 0.58
Diluted earnings per common share:
As reported........................................reported.......................................... 6.83 8.63 2.18
0.66
Pro forma..........................................forma............................................ 6.74 8.53 2.08 0.57
| For the purpose of the above pro forma calculations, the fair value of each option granted was estimated on the date of the grant using the Black-Scholes option-pricing model. The following weighted-average assumptions were used in computing the fair value of the options granted: risk-free average interest rates of 4.1% for the year ended December 31, 2005; 2.7% for the year ended December 31, |
| Comprehensive income |
| The Company follows Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income,” which establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. |
| Recent |
| On December 16, 2004, the Financial Accounting Standards Board |
| SFAS 123(R) must be adopted |
| SFAS 123(R) permits public companies to adopt its requirements using one of the following two methods: |
| 1. | A “modified prospective” method in which compensation cost is recognized beginning with the effective date based on (a) the requirements of SFAS 123(R) for all share-based payments granted after the effective date and (b) the requirements of SFAS 123 for all awards granted to employees prior to the effective date of SFAS 123(R) that remain unvested on the effective date; or |
| 2. | A “modified retrospective” method which includes the requirements of the modified prospective method described above, but also permits entities to restate based on the amounts previously recognized under SFAS 123 for purposes of pro forma disclosures either (a) all prior periods presented or (b) prior interim periods of the year of adoption. |
| The Company plans to adopt SFAS 123(R) using the |
| The adoption of SFAS 123(R)‘s fair value method will have a significant impact on our result of operations, although it will |
| 2. | Segment Reporting |
| The Company is engaged in the international marine transportation of crude oil, clean petroleum products and LNG through the operation of its tankers and LNG carriers. |
| One customer, an international oil company, accounted for |
| The Company has three reportable segments: its spot tanker segment, its fixed-rate tanker segment, and its fixed-rate LNG segment. The Company’s spot tanker segment consists of conventional crude oil tankers and product carriers operating in the spot market or subject to time charters or contracts of affreightment priced on a spot-market basis or on short-term fixed-rate contracts. The Company considers contracts that have an original term of less than three years in duration to be short-term. The Company’s fixed-rate tanker segment consists of shuttle tankers, floating storage and offtake vessels, liquid petroleum gas carriers and conventional crude oil and product tankers subject to long-term, fixed-rate time-charter contracts or contracts of affreightment. The Company’s fixed-rate LNG segment consists of LNG carriers subject to long-term, fixed-rate time-charter contracts. The Company had no LNG operations prior to the acquisition of Teekay Spain on April 30, 2004 (see Note |
| The following tables present results for these segments for the years ended December 31, 2005, 2004 |
----------------------------------------------------- --------------- -------------- ------------ -------------
Spot Fixed-Rate Fixed-Rate
Tanker Tanker LNG
Year ended December 31, 2005 Segment Segment Segment Total
$ $ $ $
----------------------------------------------------- --------------- -------------- ------------ -------------
Voyage revenues - external.......................... 1,122,845 734,128 97,645 1,954,618
Voyage expenses..................................... 347,043 72,078 48 419,169
Vessel operating expenses........................... 62,525 128,916 15,308 206,749
Time-charter hire expense........................... 273,730 194,260 - 467,990
Depreciation and amortization....................... 55,105 120,064 30,360 205,529
General and administrative (1) ..................... 89,465 57,059 13,183 159,707
Vessel writedowns/(gain) loss on sale of vessels.... (142,004) 2,820 - (139,184)
Restructuring charge................................ 1,927 955 - 2,882
--------------- -------------- ------------ -------------
Income from vessel operations....................... 435,054 157,976 38,746 631,776
=============== ============== ============ =============
Voyage revenues - intersegment...................... - 4,607 - 4,607
Equity income....................................... 5,233 5,908 - 11,141
Investments in joint ventures at December 31, 2005.. 29,142 33,907 82,399 145,448
Total assets at December 31, 2005................... 906,028 2,050,122 1,753,289 4,709,439
Expenditures for vessels and equipment (2) ......... 174,128 60,653 320,361 555,142
---------------------------------------------------- ---------------------------- -------------- --------------------------- -------------
Spot Fixed-Rate Fixed-Rate
Tanker Tanker LNG
Year ended December 31, 2004 Segment Segment Segment Total
$ $ $ $
---------------------------------------------------- ---------------------------- -------------- --------------------------- -------------
Voyage revenues - external..........................external......................... 1,450,791 725,061 43,386 2,219,238
Voyage expenses.................................... 355,116 77,058 221 432,395
Vessel operating expenses.......................... 93,394 117,586 7,509 218,489
Time-charter hire expense.......................... 263,122 194,058 - 457,180
Depreciation and amortization...................... 95,570 129,074 12,854 237,498
General and administrative (1) .................... 70,371 56,431 3,940 130,742
Vessel write-downs/writedowns/(gain) loss on sale of vessels..vessels... (72,101) (7,153) - (79,254)
Restructuring charge............................... 1,002 - - 1,002
------------- -------------- ----------------------------- -------------- -------------
Income from vessel operations...................... 644,317 158,007 18,862 821,186
============= ============== ============================= ============== =============
Voyage revenues - intersegment..................... - 4,607 - 4,607
Equity income...................................... 7,040 6,690 - 13,730
Investments in joint ventures at December 31, 2004. 29,034 30,603 - 59,637
Total assets at December 31, 2004.................. 1,119,302 2,080,855 1,517,027 4,717,184
Expenditures for vessels and equipment (2) ........ 214,572 191,085 142,930 548,587
-------------------------------------------------------------------------------- ----------------------------------------- ------------- Spot Fixed-Rate Fixed-Rate Tanker Tanker LNG Year ended December 31, 2003 Segment Segment Segment Total $ $ $ $ -------------------------------------------------------------------------------- ----------------------------------------- ------------- Voyage revenues - external......................... 1,081,974 494,121 - 1,576,095 Voyage expenses.................................... 342,928 51,728 - 394,656 Vessel operating expenses.......................... 126,261 84,435 - 210,696 Time-charter hire expense.......................... 168,344 136,279 - 304,623 Depreciation and amortization...................... 106,374 84,863 - 191,237 General and administrative (1) .................... 53,338 31,809 - 85,147 Vesselwrite-downs/writedowns/(gain) loss on sale ofvessels..vessels... 90,326 63 - 90,389 Restructuring charge............................... 4,382 2,001 - 6,383-------------------------------------------------------- -------------- ------------- Income from vessel operations...................... 190,021 102,943 - 292,964======================================================== ============== ============= Voyage revenues - intersegment..................... - 8,499 - 8,499 Equity income...................................... 1,441 5,529 - 6,970 Investments in joint ventures at December 31, 2003. 26,345 28,047 - 54,392 Total assets at December 31, 2003.................. 1,144,087 1,798,617 - 2,942,704 Expenditures for vessels and equipment (2) ........ 28,684 343,749 - 372,433---------------------------------------------------- ------------- -------------- --------------- -------------Spot Fixed-Rate Fixed-Rate Tanker Tanker LNGYear ended December 31, 2002Segment Segment Segment Total $ $ $ $---------------------------------------------------- ------------- -------------- --------------- ------------- Voyage revenues - external......................... 632,281 151,046 - 783,327 Voyage expenses.................................... 234,376 5,079 - 239,455 Vessel operating expenses.......................... 127,953 40,082 - 168,035 Time-charter hire expense.......................... 49,949 - - 49,949 Depreciation and amortization...................... 105,407 43,889 - 149,296 General and administrative (1) .................... 47,188 10,058 - 57,246 ------------- -------------- --------------- ------------- Income from vessel operations...................... 67,408 51,938 - 119,346 ============= ============== =============== ============= Voyage revenues - intersegment..................... - - - - Equity income (loss)............................... (711) 5,234 - 4,523 Investments in joint ventures at December 31, 2002. - 56,354 - 56,354 Total assets at December 31, 2002.................. 1,424,863 785,227 - 2,210,090 Expenditures for vessels and equipment............. 90,966 44,684 - 135,650
| (1) | Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources). |
| (2) | Excludes vessels purchased as part of the Company’s acquisition of Teekay Spain in April 2004, and Navion AS in April 2003. |
| A reconciliation of total segment assets to amounts presented in the consolidated balance sheets is as follows: |
December 31, December 31,
2005 2004 2003
$ $
------------------ --------------------------------------- --------------------
Total assets of all segments..........................................segments........................................ 4,709,439 4,717,184
2,942,704
Cash and restricted cash and marketable securities........................cash............................................ 244,510 428,437 390,467
Accounts receivable and other assets...................................assets................................ 340,151 358,119
254,873
------------------ --------------------------------------- --------------------
Consolidated total assets...........................................assets........................................ 5,294,100 5,503,740
3,588,044
================== ======================================= ====================
| 3. | Public Offerings of Teekay LNG Partners L.P. |
| On May 10, 2005, the Company’s subsidiary Teekay LNG Partners L.P. (orTeekay LNG) completed its initial public offering (or theOffering) of 6.9 million common units at a price of $22.00 per unit. During November 2006, Teekay LNG issued an additional 4.6 million common units at a price of $27.40 per unit (or theFollow-on Offering). As a result of these transactions, the Company recorded a $7.9 million increase to stockholders’ equity which represents the Company’s gain from the issuance of units for the Offering and Follow-on Offering. |
| The proceeds received from the public offerings and the use of those proceeds are summarized as follows: |
Proceeds received: Offering Follow-On Offering Total
$ $ $
----------------- ---------------- ---------------
Sale of 6,900,000 common units at $22.00 per unit........... 151,800 - 151,800
Sale of 4,600,000 common units at $27.40 per unit........... - 126,040 126,040
----------------- ---------------- ---------------
151,800 126,040 277,840
----------------- ---------------- ---------------
Use of proceeds from sale of common units:
Underwriting and structuring fees........................... 10,473 5,042 15,515
Professional fees and other offering expenses to third
parties................................................... 5,614 790 6,404
Repayment of loans from Teekay Shipping Corporation......... 129,400 - 129,400
Purchase of three Suezmax tankers from Teekay Shipping
Corporation............................................... - 120,208 120,208
Working capital............................................. 6,313 - 6,313
----------------- ---------------- ---------------
151,800 126,040 277,840
----------------- ---------------- ---------------
| Teekay LNG is a Marshall Islands limited partnership formed by the Company as part of its strategy to expand its operations in the LNG shipping sector. Teekay LNG provides LNG and crude oil marine transportation service under long-term, fixed-rate contracts with major energy and utility companies through its fleet of LNG carriers and Suezmax class crude oil tankers, primarily consisting of vessels obtained through the Company’s acquisition of Teekay Spain in April 2004. |
| Immediately preceding the Offering, the Company entered into an omnibus agreement with Teekay LNG governing, among other things, when the Company and Teekay LNG may compete with each other and certain rights of first offering on LNG carriers and Suezmax tankers. Under the agreement, Teekay LNG has granted to the Company a 30-day right of first offering on any proposed (a) sale, transfer or other disposition of any of Teekay LNG’s Suezmax tankers or (b) re-chartering of any of Teekay LNG’s Suezmax tankers pursuant to a time-charter with a term of at least three years if the existing charter expires or is terminated early. Likewise, the Company has granted a similar right of first offer to Teekay LNG for any LNG carriers it might own. |
| Concurrently with Teekay LNG’s Follow-On Offering, the Company sold to Teekay LNG three double-hulled Suezmax tankers and related long-term, fixed-rate time charters for an aggregate price of $180 million. These vessels, theAfrican Spirit,Asian Spirit andEuropean Spirit, have an average age of two years and are chartered to a subsidiary of ConocoPhillips, an international, integrated energy company. Teekay LNG financed the acquisition with the net proceeds of the public offering, together with borrowings under its revolving credit facility and cash balances. |
| Acquisition of Teekay Shipping Spain S.L. |
| On April 30, 2004, the Company acquired all of the outstanding shares of Naviera F. Tapias S.A. and its subsidiaries and renamed it Teekay Shipping Spain, S.L. Teekay Spain engages in the marine transportation of crude oil and LNG. The Company acquired Teekay Spain for $298.2 million in cash, plus the assumption of debt and remaining newbuilding commitments. |
| As at December 31, |
| The following table summarizes the fair value of the assets acquired and liabilities assumed by the Company at April 30, 2004, the date of the Teekay Spain acquisition. |
As atAt April 30, 2004$
-------------------------------------
ASSETS
Cash, cash equivalents and short-term restricted cashcash.................................. 85,092
Other current assetsassets................................................................... 7,415
Vessels and equipmentequipment.................................................................. 821,939
Restricted cash –- long termterm............................................................ 311,664
Other assets – long-term- long-term............................................................... 15,355
Intangible assets subject to amortization: Time-charter contracts (weighted average remaining(weighted-average
useful life of 19.2 years)......................................................... 183,052
Goodwill ($3.6 million fixed-rate tanker segment and $35.7 million fixed-rate LNG
segment)........................................................................... 39,279
----------------------------------------------------------------------------- --------------- --------------------------------------------------------------------------------------------------------- -------------------
Total assets acquired.................................................................. 1,463,796
============================================================================= =============== ========================================================================================================= ===================
LIABILITIES
Current liabilitiesliabilities.................................................................... 98,428
Long-term debt ........................................................................ 668,733
Obligations under capital leasesleases....................................................... 311,011
Other long-term liabilitiesliabilities............................................................ 87,439
----------------------------------------------------------------------------- --------------- --------------------------------------------------------------------------------------------------------- -------------------
Total liabilities assumed.............................................................. 1,165,611
============================================================================= =============== ========================================================================================================= ===================
Net assets acquired (cash consideration) .............................................. 298,185
============================================================================= =============== ========================================================================================================= ===================
| (1) | The following table shows comparative summarized consolidated pro forma financial information for the Company for the years ended December 31, 2004 and 2003, giving effect to the acquisition of 100% of the outstanding shares in Teekay Spain as if it had taken place on January 1 of each of the periods presented: |
Pro Forma
Year Ended December 31,
2004 2003
(unaudited) (unaudited)
$ $
---------------------- -------------------------------------------- ---------------------
Voyage revenues..................................................revenues................................................... 2,259,956 1,662,804
Net income (1)....................................................................................................... 769,240 104,820
Earnings per share
- Basic..........................................................Basic........................................................... 9.29 1.31
- Diluted........................................................Diluted......................................................... 8.77 1.29
| (1) | The results of Teekay Spain for the four months ended April 30, 2004 and the year ended December 31, 2003 included a foreign exchange |
| Acquisition of Navion AS |
| In April 2003, Teekay completed its acquisition of 100% of the issued and outstanding shares of Navion AS for approximately $774.2 million in cash, including transaction costs of approximately $7.0 million. The Company made a deposit of $76.0 million towards the purchase price on December 16, 2002. The remaining portion of the purchase price was paid on closing. The Company funded its acquisition of Navion by borrowing under a $500 million 364-day credit facility (subsequently replaced by a $550 million revolving credit facility), together with available cash and borrowings under other existing revolving credit facilities. Navion’s results of operation have been consolidated with Teekay’s results commencing April 1, 2003. |
| Navion, based in Stavanger, Norway, operates primarily in the shuttle tanker and the conventional crude oil and product tanker markets. Its modern shuttle tanker fleet, which as of December 31, |
| The following table summarizes the fair value of the assets acquired and liabilities assumed by the Company at April 1, 2003, the date of the Navion acquisition. |
As at
April 1, 2003
$
ASSETS
Current assetsassets.............................................................................. 64,457
Vessels and equipmentequipment....................................................................... 543,003
Net investment in direct financing leasesleases................................................... 45,558
Other assets – long-term- long-term.................................................................... 3,835
Intangible assets subject to amortization: Contracts of affreightment (15-year
sum-of-years declining balance)......................................................... 117,000
Goodwill (fixed-rate tanker segment)........................................................ 40,033
---------------------------------------------------------------------------------------------- -----------------
-------------------------------------------------------------------------------------------- -------------------
Total assets acquired 813,886
============================================================================================== ============================================================================================================= ===================
LIABILITIES
Current liabilitiesliabilities......................................................................... 36,270
Other long-term liabilitiesliabilities................................................................. 3,463
---------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------- -------------------
Total liabilities assumed................................................................... 39,733
============================================================================================== =================-------------------------------------------------------------------------------------------- -------------------
Net assets acquired (cash consideration).................................................... 774,153
============================================================================================== ============================================================================================================= ===================
| The following table shows comparative summarized consolidated pro forma financial information for the Company for the year ended December 31, 2003, giving effect to the acquisition of 100% of the outstanding shares in Navion as if the acquisition had taken place on January 1, |
Pro Forma Year Ended December 31, 2003 2002 (unaudited) (unaudited) $ $---------------- ----------------- Voyage revenues........................................................ 1,804,528 1,453,650 Net income............................................................. 223,403 69,401 Net income per common share - Basic ........................................................... 2.79 0.88 - Diluted.......................................................... 2.74 0.86
Gross Approximate
Unrealized Market and
Cost Gains Carrying Values
$ $ $
----------------- ------------------ ------------------Pro Forma
Year Ended
December 31, 2003
Available-for-sale equity securities.................. 42,180 53,331 95,511
================= ================== ==================(unaudited)
$
------------------------
Voyage revenues............................................................... 1,804,528
Net income.................................................................... 223,403
Net income per common share
- Basic ...................................................................... 2.79
- Diluted..................................................................... 2.74
| Goodwill and Intangible Assets |
| The changes in the carrying amount of goodwill for the year ended December 31, |
Fixed- Fixed-Fixed-Rate Fixed-Rate
Spot Rate Rate Tanker Tanker LNG
Segment Segment Segment Other Total
$ $ $ $ $
-------------- -------------- -------------- -------------- --------------
Balance as of January 1, 2004.... - 128,575 - 2,179 130,754
Goodwill acquired................ - 3,648 35,631 137 39,416
Goodwill impairment ............. - - - (580) (580)
-------------- -------------- -------------- -------------- ------------------------ ----------- ----------- ---------- ----------
Balance as of December 31, 2004..2004........ - 132,223 35,631 1,736 169,590
============== ============== ============== ============== ==============Goodwill acquired...................... - 1,973 - - 1,973
Goodwill impairment.................... - - - (666) (666)
---------- ----------- ----------- ---------- ----------
Balance as of December 31, 2005 - 134,196 35,631 1,070 170,897
========== =========== =========== ========== ==========
| As at December 31, 2005 and 2004, intangible assets consisted of: |
Weighted-AverageDecember 31, 2005 December 31, 2004
------------- ---------- ------------ ---------- ---------- ------------ ----------
Weighted-
Average Gross Net Gross Net
Amortization Carrying Accumulated Net Carrying Carrying Accumulated Carrying
Period Amount Amortization PeriodAmount Amount Amortization Amount
(years) $ $ $ $ $ $
---------------------- ------------------ ---------------- -------------------------------- ---------- ------------ ---------- ---------- ------------ ----------
Contracts of affreightment.......affreightment.. 10.2 124,250 (45,748) 78,502 124,250 (30,880) 93,370
Time-charter contracts...........contracts...... 19.2 182,552 (13,358) 169,194 182,552 (4,095) 178,457
Intellectual property............property....... 7.0 7,701 (3,117) 4,584 7,701 (2,017) 5,684
---------------------- ------------------ ---------------- -------------------------------- ---------- ------------ ---------- ---------- ------------ ----------
15.4 314,503 (62,223) 252,280 314,503 (36,992) 277,511
====================== ================== ================ ================================ ========== ============ ========== ========== ============ ==========
| Aggregate amortization expense of intangible assets for the year ended December 31, |
| 7. | Accrued Liabilities |
December 31, 2005 December 31, 2004
$ $
---------------------- ------------------
Voyage and vessel.................................................... 62,018 79,566
Interest............................................................. 13,703 21,137
Payroll and benefits................................................. 50,157 43,712
---------------------- ------------------
125,878 144,415
====================== ==================
| 8. | Long-Term Debt |
December 31, 2005 December 31, 2004
$ $
---------------------- ------------------
Revolving Credit Facilities.......................................... 769,000 530,000
First Preferred Ship Mortgage Notes (8.32%) ......................... - 50,906
Premium Equity Participating Security Units (7.25%) due May 18, 2006. 143,750 143,750
Senior Notes (8.875%) due July 15, 2011 ............................. 265,559 351,530
USD-denominated Term Loans due through 2019 ......................... 289,582 588,080
Euro-denominated Term Loans due through 2023 ........................ 377,352 443,738
---------------------- ------------------
1,845,243 2,108,004
Less current portion................................................. 159,053 119,453
---------------------- ------------------
1,686,190 1,988,551
====================== ==================
December 31, December 31, 2004 2003 $ $---------------- ----------------- Voyage and vessel........................................................ 79,566 63,362 Interest................................................................. 21,137 26,351 Payroll and benefits..................................................... 43,712 29,881 ---------------- ----------------- 144,415 119,594 ================ =================
December 31, December 31, 2004 2003 $ $---------------- ----------------- Revolving Credit Facilities.............................................. 530,000 430,000 First Preferred Ship Mortgage Notes (8.32%) due through 2006............. 50,906 109,314 Premium Equity Participating Security Units (7.25%) due May 18, 2006 .... 143,750 143,750 Senior Notes (8.875%) due July 15, 2011 ................................. 351,530 351,765 USD denominated Term Loans due through 2022 ............................. 588,080 565,277 Euro denominated Term Loans due through 2023 ............................ 443,738 - ---------------- ----------------- 2,108,004 1,600,106 Less current portion..................................................... 119,453 102,062 ---------------- ----------------- 1,988,551 1,498,044 ================ =================
| As of December 31, |
| The 7.25% Premium Equity Participating Security Units due May 18, 2006 |
| The net proceeds of the offering of the Equity Units have been allocated between the notes and the forward contracts in proportion to their respective fair market values at the time of the issuance. The present value of the Equity Units contract adjustment payments have been charged to stockholders’ equity, with an offsetting credit to liabilities. This liability is accreted over three years by interest charges to the income statement based on a constant rate calculation. Subsequent contract adjustment payments reduce this liability. Upon settlement of each forward contract, the $25 received on each purchase contract will be credited to stockholders’ equity in conjunction with the issuance of the requisite number of shares of the Company’s Common Stock. |
| Before the issuance of the Company’s Common Stock upon settlement of the purchase contracts, the purchase contracts will be reflected in the Company’s diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of the Company’s Common Stock used in calculating diluted earnings per share is deemed to be increased by the excess, if any, of the number of shares that would be issued upon settlement of the purchase contracts (based on the settlement formula applied at the end of the reporting period) over the number of shares that could be purchased by the Company in the market (at the average market price during the period) using the proceeds receivable upon |
| The 8.875% Senior Notes due July 15, 2011 |
| The Company has |
| The Company has two Euro-denominated term loans outstanding, which, as at December 31, 2005, totaled 318.5 million Euros ($ |
| Both Euro-denominated term loans are revalued at the end of |
| The weighted average effective interest rate on the Company’s |
| The aggregate annual long-term debt principal repayments required to be made for the five fiscal years subsequent to December 31, |
| 9. | Loan from Joint Venture Partner |
| The Company has one U.S. Dollar-denominated loan outstanding, which, as at December 31, 2005, totaled $33.5 million, due to a joint venture partner. During December 2005, $33.5 million of equity investment in three LNG newbuilding carriers by Qatar Gas Transport Company Ltd., a joint venture partner who holds 30% interest, was converted to an interest-bearing shareholder loan at a fixed rate of 4.84%. The loan is unsecured and repayable on demand no earlier than twenty years from the delivery date of the last of the three LNG carriers (see Note 17). |
| 10. | Operating Leases |
| Charters-out |
| Time charters and bareboat charters of the Company’s vessels to third parties are accounted for as operating leases. As at December 31, 2005, minimum scheduled future revenues to be received by the Company on time charters and bareboat charters currently in place are approximately $6,397.8 million, comprised of $440.3 million (2006), $446.6 million (2007), $419.6 million (2008), $448.0million (2009), $423.6 million (2010) and $4,219.7 million (thereafter). |
| The minimum scheduled future revenues should not be construed to reflect total charter hire revenues for any of the years. |
| Charters-in |
| As at December 31, 2005, minimum commitments owing by the Company under vessel operating leases by which the Company charters-in vessels are approximately $1,173.9 million, comprised of $352.8 million (2006), $213.0 million (2007) $133.3 million (2008), $99.3 million (2009), $98.3 million (2010) and $277.2 million (thereafter). |
| During March 2005, the Company sold and leased back a 1991-built shuttle tanker that is now being accounted for as an operating lease. The sale generated a $2.8 million gain, which has been deferred and is being amortized over the 6.5-year term of the lease. |
| During December 2003, the Company sold and leased back three Aframax tankers which are accounted for as operating leases. The sale generated a $16.8 million gain, which has been deferred and is being amortized over the 7-year term of the leases. |
| 11. | Capital Leases and Restricted Cash |
| Capital Leases |
| Aframax and Suezmax Tankers.As at December 31, |
Year Commitment
--------------------- ------------------
2005 ................................................................. $ 25.1 million------------------------
2006 ................................................................. 149.9$29.6 million
2007 ................................................................. 8.0149.2 million
2008 ................................................................. 8.012.7 million
2009 ................................................................. 7.912.6 million
2010 ................................................................. 92.2 million
Thereafter ................................................................. 83.836.8 million
| LNG Carriers. As at December 31, |
Year Commitment
--------------------- -------------------------------------------
2005 ............................................ 77.1 million--------------------------
2006 ............................................... 123.2.million Euros ($105.0 million)
2006 ............................................ 123.2 million Euros ($167.8146.0 million)
2007 ........................................................................................... 23.3 million Euros ($31.727.5 million)
2008 ........................................................................................... 24.4 million Euros ($33.328.9 million)
2009 ........................................................................................... 25.6 million Euros ($34.930.4 million)
2010 ............................................... 26.9 million Euros ($31.9 million)
Thereafter ............................................ 91.7............................................... 64.8 million Euros ($125.076.8 million)
| Restricted Cash |
| Under the terms of the Spanish tax leases for our LNG carriers, the Company is required to have on deposit with financial institutions an amount of cash that approximates the present value of the remaining amounts owing under the leases, |
| The Company also maintains restricted cash deposits relating to certain term loans and other obligations. As at December 31, 2005 and 2004, |
| 12. | Fair Value of Financial Instruments |
| Long-term debt – The fair values of the Company’s fixed-rate long-term debt are either based on quoted market prices or estimated using discounted cash flow analyses, based on rates currently available for debt with similar terms and remaining maturities. |
| Interest rate swap agreements, foreign exchange contracts, bunker fuel swap contracts and freightforward agreements – The fair value of these financial instruments, used for hedging purposes, is the estimated amount that the Company would receive or pay to terminate the agreements at the reporting date, taking into account current interest rates, foreign exchange rates, bunker fuel prices, spot market rates for vessels, and the current credit worthiness of the swap counter parties. |
| The estimated fair value of the Company’s financial instruments is as follows: |
December 31, 20042005 December 31, 20032004
Carrying Fair Carrying Fair
Amount Value Amount Value
$ $ $ $
--------------- ---------------- ---------------- --------------------------------------------------------------------- ------------ ------------ ------------ ------------
Cash and cash equivalents, marketable securities,
and restricted cash .............cash............................... 581,163 581,163 875,849 875,849 390,467 390,467
Long-term debt (including capital lease obligations)...........................obligation
and loan from joint venture partner).............. (2,432,978) (2,466,173) (2,744,545) (2,801,553)
(1,636,758) (1,686,002)
Derivative instruments (note 16) ..............(note 17) ...................
Interest rate swap agreements .................................... (33,509) (33,509) (158,482) (158,482) (9,953) (9,953)
Foreign currency contracts .......................................... (1,241) (1,241) 16,635 16,635 20,944 20,944
Bunker fuel swap contracts...................contracts......................... - - 98 98 183 183
Freight forward agreements .......................................... (163) (163) (3,276) (3,276) (1,178) (1,178)
| The Company transacts all of its derivative instruments through |
| 13. | Capital Stock |
| The authorized capital stock of Teekay at December 31, |
| In April, July and December 2005, Teekay announced that its Board of Directors had authorized the repurchase of up to $225 million, $250 million and $180 million, respectively, of shares of its Common Stock in the open market. As at December 31, 2005, Teekay had repurchased 11,083,500 shares of Common Stock subsequent to such authorizations at an average price of $42.47 per share, for a total cost of $470.8 million. The total remaining share repurchase authorization at December 31, 2005 was approximately $184.2 million. |
| In November 2004, Teekay announced that its Board of Directors had authorized the repurchase of up to 3,000,000 shares of its Common Stock in the open market. As at December 31, 2004, Teekay had repurchased 1,400,200 shares of Common Stock since such authorization at an average price of $43.73 per share. In January 2005, Teekay repurchased an additional 1,599,800 shares at an average price of $42.27, for a total of 3,000,000 shares |
| In September 2003, the Company’s 1995 Stock Option Plan was terminated with respect to new grants and the Company’s 2003 Equity Incentive Plan was adopted. As at December 31, |
| As at December 31, 2005, the Company had 652,832 restricted stock units outstanding that were awarded in March 2005 as incentive based compensation. Each restricted stock unit is equal in value to one share of the Company’s Common Stock and reinvested dividends from the date of the grant to the vesting of the restricted stock unit. Based on the December 31, 2005 share price of $39.90 per share, the restricted stock units outstanding at December 31, 2005 had a notional value of $26.0 million. The restricted stock units vest in three equal amounts on March 31, 2006, March 31, 2007 and November 30, 2007. Upon vesting, 123,325 of the restricted stock units will be paid to the grantees in the form of cash, and 529,507 of the restricted stock units will be paid to the grantees in the form of cash or shares of Teekay’s Common Stock, at the election of the grantee. Shares of Teekay’s Common Stock issued as payment of the restricted stock units will be purchased in the open market by the Company. During the year ended December 31, 2005, the Company accrued $12.9 million related to restricted stock units, which is primarily included in general and administrative expenses. |
| During |
| During 2003, the Company granted 72,500 shares of restricted stock with a fair value of $1.4 million, based on the quoted market price, as compensation to one of the Company’s executive officers. |
| A summary of the Company’s stock option activity and related information for the years ended December 31, 2005, 2004 |
December 31, 2005 December 31, 2004 December 31, 2003 December 31, 2002
------------------------ ------------------------- ------------------------------------ ---------- ----------- ---------- ----------- -----------
Weighted- Weighted- Weighted-
Average Average Average
Options Exercise Options Exercise Options Exercise
(000's) Price (000's) Price (000's) Price
# $ # $ # $
---------- ------------- ----------- ------------- ---------- --------------
Outstanding-beginning of year.. 7,254 17.18 7,014 15.73 5,480 14.02
Granted........................ 834 33.67 2,119 19.55 2,052 19.56
Exercised...................... (3,125) 16.41 (1,764) 14.17 (380) 11.08
Forfeited...................... (242) 19.39 (115) 19.64 (138) 16.93 ---------- ----------- ---------- Outstanding-end----------- -----------
Outstanding-beginning of year........ 4,721 20.47 7,254 17.18 7,014 15.73
----------Granted.............................. 621 46.69 834 33.67 2,119 19.55
Exercised............................ (1,098) 18.54 (3,125) 16.41 (1,764) 14.17
Forfeited............................ (84) 24.44 (242) 19.39 (115) 19.64
----------- --------------------- -----------
Outstanding-end of year.............. 4,160 24.81 4,721 20.47 7,254 17.18
----------- ----------- -----------
Exercisable - end of year ................ 2,386 18.55 1,980 15.82 3,328 14.20
3,478 12.49
========== =========== ===================== ===========
Weighted-average fair value of options
granted during the year (per option) ........ 15.49 9.60 4.23
4.90Further details regarding the Company's outstanding and exercisable stock options at December 31, 2005
are as follows:
Outstanding Options Exercisable Options
------------------------------------------------------------------------------------------------------------------------------------------
Weighted- Weighted- Weighted-
Average Average Average
Options Remaining Exercise Options Exercise
(000's) Life Price (000's) Price
Range of Exercise Prices # (years) $ # $
------------------------------------------------------------------------ ----------- ---------------- -------------- ------------- -------------------------- ----------- ---------- -----------
$ 8.44 - $ 9.99 339 4.6300 3.6 8.46 339300 8.46
$10.00 - $14.99 548 4.1 12.54 548 12.54312 3.6 12.26 312 12.26
$15.00 - $19.99 2,534 7.6 19.45 638 19.141,810 6.8 19.54 1,199 19.55
$20.00 - $24.99 471 6.3384 5.3 20.57 455 20.59376 20.58
$25.00 - $29.99 - - - - -
$30.00 - $34.37 829 9.2 33.67$34.99 745 8.2 33.66 195 33.62
$35.00 - $39.99 - - ----------- -------------
4,721 7.1 20.47 1,980 15.82- - -
$40.00 - $44.99 3 9.4 42.33 - -
$45.00 - $47.13 606 9.2 46.80 4 46.80
------------ ----------
4,160 6.8 24.81 2,386 18.55
============ =========== =============
| 14. | Related Party Transactions |
| As at December 31, |
| Another of the Company’s directors, Bruce Bell, is Manager Director, Chief Executive Officer and Chairman of Oceanic Bank and Trust Limited, a Bahamian bank and trust company. Payments made by the Company to Resolute, Oceanic Bank and Trust Limited, |
| 15. | Restructuring Charge and Other Loss |
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2004 2003 2002
$ $ $
---------------- ---------------- ---------------
-------------- -------------
Income tax expense............................................ (35,048) (36,501) (11,413)Minority interest expense.................................. (16,628) (2,268) (3,339)
Loss on bond repurchase.......................................repurchase.................................... (13,255) (769) (5,385)
Loss from settlement of interest rate swaps................ (7,820) - Foreign exchange (loss) gain.................................. (42,704) (3,855) 3,897-
Writeoff of capitalized loan costs......................... (7,462) - -
Write-down in the carrying value of marketable securities.....securities.. - - (4,910)
Income tax recovery (expense).............................. 2,340 (35,048) (36,501)
Miscellaneous.............................................. 9,483 13,128 7,981
---------------- ---------------- --------------
Other - Miscellaneous................................................. 10,860 4,642 (7,352)
--------------- -------------- -------------
(67,661) (46,009) (14,868)net................................................ (33,342) (24,957) (42,154)
================ ================ =============== ============== =============
| During the year ended December 31, 2005, the Company incurred $2.9 million of restructuring costs primarily relating to the relocation of certain operational functions and the closure of the Company’s office in Sandefjord, Norway. During the first three quarters of 2006, the Company expects to incur approximately $7.0 million of further restructuring charges to complete the relocation. During the year ended December 31, 2004, the Company incurred $1.0 million of restructuring and severance costs associated with the closure of the Company’s office in Oslo, Norway. During the year ended December 31, 2003, the Company incurred $6.4 million of restructuring costs associated with closure of the Company’s offices in Oslo, Norway and Melbourne, Australia, and severance costs related to the termination of seafaring staff. |
| 16. | Derivative Instruments and Hedging Activities |
| The Company uses derivatives only for hedging purposes. The following summarizes the Company’s risk strategies with respect to market risk from foreign currency fluctuations, changes in interest rates and spot market rates for |
| The Company hedges portions of its forecasted expenditures denominated in foreign currencies with foreign exchange forward |
| As at December 31, |
Fair Value Weighted-
Interest/ Carrying Average Fixed
RateInterest Principal Amount of Remaining Interest
IndexRate Amount Liability Term Rate
Index $ $ (years) (%)(1) -------------- --------------(1)
----------- ---------- ------------ -------------------------- ----------
U.S. Dollar denominatedDollar-denominated interest rate swaps...... LIBOR 700,000 (8,022) 2.6 4.5
U.S. Dollar-denominated interest rate swaps (2).. LIBOR 600,000 0.8 2.8
U.S. Dollar denominated interest rate swaps (2) LIBOR 934,000 9.0 5.4
U.S. Dollar denominated1,344,000 31,393 14.1 5.2
Euro-denominated interest rate swaps (3) LIBOR 328,459 21.4 6.7
Euro denominated interest rate swaps (4) (5)..... EURIBOR 442,401 19.4 5.9
_____________________________________________________________________________377,352 10,138 18.5 3.8
___________________________| (1) | Excludes the |
| (2) | Inception dates of swaps are 2006 ($ |
| (3) | Principal |
| (4) | Principal amount |
| During April 2005, the Company repaid term loans of $337.3 million on two LNG carriers and settled the related interest rate swaps. A loss of $7.8 million was recognized as a result of these interest rate swap settlements. During April 2005, the Company also settled interest rate swaps associated with 322.8 million Euros ($390.5 million) of term loans and entered into new swaps of the same amount with a lower fixed interest rate. A loss of 39.2 million Euros ($50.4 million) relating to these interest rate swap settlements has been deferred in accumulated other comprehensive income and is being recognized over the remaining term of the term loans. The cost to settle all of these interest rate swaps was $143.3 million. |
| The Company hedges certain of its voyage revenues through the use of forward freight agreements. Forward freight agreements involve contracts to provide a fixed number of theoretical voyages at fixed-rates, thus hedging a portion of the Company’s exposure to the spot charter market. As at December 31, |
| The Company is exposed to credit loss in the event of non-performance by the counter parties to the interest rate swap agreements, foreign exchange forward contracts, |
| During the year ended December 31, |
| As at December 31, |
| As at December 31, |
December 31, 2005 December 31, 2004
December 31, 2003
$ $
---------------------- ----------------------------------------
Unrealized (losses) gainsloss on derivative instruments............instruments............................ (67,482) (56,132)
10,193
Unrealized gainloss on marketable securities.......................securities............................. (1,348) -
53,331
---------------------- ----------------------------------------
(68,830) (56,132)
63,524
====================== ========================================
| 17. | Commitments and Contingencies |
| a) Vessels Under Construction |
| As at December 31, |
| As at December 31, 2005, the Company was committed to the construction of five LNG carriers scheduled for delivery between October 2006 and February 2009. The Company has entered into these transactions with joint venture partners who have taken a 30% interest in the vessels and related long-term, fixed-rate time charter contracts. The total cost of these LNG carriers is approximately $891.6 million (including the joint venture partner’s share of $267.5 million), excluding capitalized interest. As at December 31, 2005, payments made towards these commitments totaled $391.2 million (including the joint venture partner’s 30% share of $117.4 million), excluding $23.2 million of capitalized interest and other miscellaneous construction costs. Long-term financing arrangements existed for all of the remaining $500.4 million unpaid cost of these LNG carriers. As at December 31, 2005, the remaining payments required to be made under these contracts (including the joint venture partner’s 30% share) were $137.3 million in 2006, $253.5 million in 2007, $73.6 million in 2008 and $36.0 million in 2009. |
| Three of the LNG carriers will be subject to 20-year, fixed-rate time charters to Ras Laffan Natural Gas Co. Limited (II), a joint venture between Qatar Gas Transport Company Ltd. and ExxonMobil RasGas Inc., a subsidiary of ExxonMobil Corporation. Pursuant to existing agreements, the Company has agreed to sell to Teekay LNG its ownership interest in these three vessels and related charter contracts. |
| Two of the LNG carriers will be subject to 20-year, fixed rate time charters to The Tangguh Production Sharing Contractors, a consortium led by BP Berau, a subsidiary of BP plc. Pursuant to existing agreements, the Company is required to offer its ownership interest in these two vessels and related charter contracts to Teekay LNG. |
| As at December 31, 2005, the Company had options to have constructed four LNG carriers at predetermined prices. The options for two of these carriers, which are scheduled for delivery in 2010, expire on April 15, 2006. If the options are exercised, then the $6.0 million cost for the options will be applied to the first construction installment payments. The options for the other two of these carriers expired on February 28, 2006 and the $6.0 million cost for these options was forfeited. |
| b) Joint Ventures |
| In August 2005, the Company announced that it had been awarded long-term fixed-rate contracts to charter four LNG carriers to Ras Laffan Liquefied Natural Gas Co. Limited (3) (orRasGas 3), a joint venture company between a subsidiary of ExxonMobil Corporation and Qatar Petroleum. The vessels will be chartered to RasGas 3 at fixed rates, with inflation adjustments, for a period of 25 years (with options to extend up to an additional 10 years), scheduled to commence in the first half of 2008. The Company is entering into these transactions with its joint venture partner, Qatar Petroleum, which has taken a 60% interest in the vessels and time charters. In connection with this award, the joint venture has entered into agreements with Samsung Heavy Industries Co. Ltd. to construct four 217,000 cubic meter LNG carriers at a total cost of approximately $1.0 billion (of which the Company’s 40% portion is $400.7 million), excluding capitalized interest. As at December 31, 2005, payments made towards these commitments by the joint venture company totaled $200.3 million, excluding capitalized interest and other miscellaneous construction costs (of which the Company’s 40% contribution was $82.4 million). Long-term financing arrangements existed for all of the remaining $801.3 million unpaid cost of these LNG carriers. As at December 31, 2005, the remaining payments required to be made under these newbuilding contracts (including the joint venture partner’s 60% share) were $200.8 million in 2006, $400.2 million in 2007 and $200.3 million in 2008. |
| Under the terms of |
| Teekay and certain of its subsidiaries have guaranteed their share of the outstanding vessel mortgage debt in five 50%-owned joint venture companies. As at December 31, 2005, Teekay and these subsidiaries had guaranteed $120.5 million, or 50% of the total $241.0 million, in outstanding mortgage debt of the joint venture companies. These joint venture companies own an aggregate of five shuttle tankers. |
| c) Long-Term Incentive Program |
| In 2005, the Company adopted the Vision Incentive Plan (or theVIP) to reward exceptional corporate performance and shareholder returns. This plan will result in an award pool for senior management based on the following two measures: (a) economic profit from 2005 to 2010 (or theEconomic Profit); and (b) market value added from 2001 to 2010 (or theMVA). The Plan terminates on December 31, 2010. Under the Plan, the Economic Profit is the difference between the Company’s annual return on invested capital and its weighted-average cost of capital multiplied by its average invested capital employed during the year, and MVA is the amount by which the average market value of the Company for the preceding 18 months exceeds the average book value of the Company for the same period. |
| In 2008, if the VIP’s award pool has a cumulative positive balance based on the Economic Profit contributions for the preceding three years, an interim distribution may be made to participants in an amount not greater than half of the award pool. In 2011, the balance of the VIP award pool will be distributed to the participants. Fifty percent of any distribution from the award pool, in each of 2008 and 2011, must be paid in a form that is equity-based, with vesting on half of this percentage deferred for one year and vesting on the remaining half of this percentage deferred for two years. |
| The Economic Profit contributions added to the award pool each quarter are accrued when incurred. The estimated MVA contributions are accrued on a straight-line basis from the date of plan approval, which was March 9, 2005, until December 31, 2010. Any subsequent increases or decreases to the MVA contribution are accrued on a straight-line basis until December 31, 2010. During the year ended December 31, 2005, the Company accrued $21.5 million of VIP contributions, which are included in general and administrative expenses. |
| d) Other |
| The Company has been awarded a contract by a consortium of major oil companies to construct and install on |
| The Company enters into indemnification agreements with certain officers and directors. In addition, the Company enters into other indemnification agreements in the ordinary course of business. The maximum potential amount of future payments required under these indemnification agreements is unlimited. However, the Company maintains what it believes |
| 18. | Change in Non-Cash Working Capital Items Related to Operating Activities |
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2004 2003 2002
$ $ $
--------------- ---------------- ------------------------------ -------------- --------------
Accounts receivable....................................receivable......................................... 58,357 (60,494) (26,587) (13,508)
Prepaid expenses and other assets......................assets........................... (23,052) (1,189) 9,474
(5,002)
Accounts payable.......................................payable............................................ (17,690) 11,484 14,627
27,375
Accrued liabilities....................................liabilities......................................... (26,259) 23,649 (1,770)
(1,827)
--------------- ---------------- ------------------------------ -------------- --------------
(8,644) (26,550) (4,256)
7,038
=============== ================ ============================== ============== ==============
| 19. | Vessel Sales and Writedowns on Vessels |
| During 2005, the Company sold 13 Aframax tankers built between 1988 and 1991, two shuttle tankers built in 1981 and 1986, one Suezmax tanker built in 1990 and one newbuilding Suezmax tanker that was sold concurrently upon its delivery in March 2005. The results for |
| In March 2005, the Company sold and |
| The results for the year ended December 31, 2005 include $12.3 million of writedowns of certain offshore equipment due to a lower estimated net realizable value arising from the early termination of a contract in June 2005. |
| During 2004, the Company sold 10 Aframax tankers built between 1988 and 1993, two Suezmax tankers built in 1989 and 1991, one |
| In December 2003, the Company also sold and leased back three Aframax tankers which are accounted for as vessel operating leases. The sale generated a $16.8 million deferred gain, which has been included in other long-term liabilities and is being amortized over the seven-year term of the leases. The amortization of this deferred gain was $2.4 million in |
| During 2003, the Company sold eight 1980‘s-built Aframax tankers and eight 1980‘s-built Panamax oil/bulk/ore carriers. The results for the year ended December 31, 2003 include a $34.7 million write-down in the book value of these vessels, partially offset by a $1.2 million gain on sale from these vessels. |
| In 2003 the International Maritime Organization |
| 20. | Earnings Per Share |
Year Ended Year Ended Year Ended
December 31, December 31, December 31,
2005 2004 2003 2002
$ $ $
----------------- ---------------- ------------------------------ -------------- --------------
Net income available for common stockholders....stockholders.................. 570,900 757,440 177,364
53,391
================= ================ ============================== ============== ==============
Weighted average number of common shares........shares...................... 78,201,996 82,829,336 79,986,746 79,261,994
Dilutive effect of employee stock options and
restricted stock awards.........................awards................................... 2,110,373 2,189,053 1,479,548 1,242,798
Dilutive effect of Equity Units.................Units............................... 3,235,317 2,710,648 -
-
----------------- ---------------- ------------------------------ -------------- --------------
Common stock and common stock equivalents.......equivalents.................... 83,547,686 87,729,037 81,466,294
80,504,792
================= ================ ============================== ============== ==============
Earnings per common share:
- Basic.......................................Basic....................................................... 7.30 9.14 2.22
0.67
- Diluted.....................................Diluted..................................................... 6.83 8.63 2.18
0.66
| For the years ended December 31, |
| 21. | Subsequent Events |
| a) |
| b) |
| c) | During February 2006, the Company ordered four 159,000-deadweight tonnes Suezmax |
SCHEDULE A
Year Ended December 31, 2004----------------- -------------- ---------------- --------------- ----------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $----------------- -------------- ---------------- --------------- ---------------- Voyage revenues 64,765 2,199,627 (45,154) 2,219,238 Operating expenses 15,140 25,841 1,402,225 (45,154) 1,398,052 ----------------- -------------- ---------------- --------------- ---------------- (Loss) income from vessel (15,140) 38,924 797,402 - 821,186 operations Net interest expense (48,963) - (54,027) - (102,990) Equity in net income of subsidiaries 811,509 - - (811,509) - Other income (loss) 10,034 (32) 29,242 - 39,244 ----------------- -------------- ---------------- --------------- ----------------Net income757,440 38,892 772,617 (811,509) 757,440 Retained earnings, beginning of the year 1,095,650 5,107 1,343,883 (1,348,990) 1,095,650 Retained earnings adjustment (1) - (9,544) 9,544 - - Dividends declared (42,407) - - - (42,407) Repurchase of Common Stock (52,131) - - - (52,131) ----------------- -------------- ---------------- --------------- ----------------Retained earnings, end of the year1,758,552 34,455 2,126,044 (2,160,499) 1,758,552 ================= ============== ================ =============== ================
| During |
Year Ended December 31, 2003----------------- -------------- ---------------- --------------- ----------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $----------------- -------------- ---------------- --------------- ---------------- Voyage revenues - 59,571 1,565,727 (49,203) 1,576,095 Operating expenses 13,417 41,335 1,277,582 (49,203) 1,283,131 ----------------- -------------- ---------------- --------------- ---------------- (Loss) income from vessel operations (13,417) 18,236 288,145 - 292,964 Net interest expense (35,326) - (41,752) - (77,078) Equity in net income of subsidiaries 216,690 - - (216,690) - Other income (loss) 9,417 (17) (47,922) - (38,522) ----------------- -------------- ---------------- --------------- ----------------Net income177,364 18,219 198,471 (216,690) 177,364 Retained earnings (deficit), beginning of the year 954,005 (13,112) 1,145,412 (1,132,300) 954,005 Dividends declared (35,719) - - - (35,719) Repurchase of Common Stock - - - - - ----------------- -------------- ---------------- --------------- ----------------Retained earnings, end of the year1,095,650 5,107 1,343,883 (1,348,990) 1,095,650 ================= ============== ================ =============== ================
(See Note 9)
SCHEDULE A
Year Ended December 31, 2002----------------- -------------- ---------------- --------------- ----------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $----------------- -------------- ---------------- --------------- ---------------- Voyage revenues - 36,480 889,079 (142,232) 783,327 Operating expenses 17,191 34,314 754,708 (142,232) 663,981 ----------------- -------------- ---------------- --------------- ---------------- (Loss) income from vessel (17,191) 2,166 134,371 - 119,346 operations Net interest expense (41,575) - (12,905) - (54,480) Equity in net income of subsidiaries 111,177 - - (111,177) - Other income (loss) 980 - (12,455) - (11,475) ----------------- -------------- ---------------- --------------- ----------------Net income53,391 2,166 109,011 (111,177) 53,391 Retained earnings (deficit), beginning of the year 935,660 (15,278) 1,036,401 (1,021,123) 935,660 Dividends declared (34,079) - - - (34,079) Repurchase of Common Stock (967) - - - (967) ----------------- -------------- ---------------- --------------- ----------------Retained earnings (deficit), end of the year954,005 (13,112) 1,145,412 (1,132,300) 954,005 ================= ============== ================ =============== ================
(See Note 9)
SCHEDULE A
Year Ended December 31, 2004----------------- -------------- ---------------- --------------- ----------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $----------------- -------------- ---------------- --------------- ---------------- Net income 757,440 38,892 772,617 (811,509) 757,440 Other comprehensive income Unrealized gain on available-for-sale securities - - 39,369 - 39,369 Reclassification adjustment for gain on available- for-sale securities included in net income - - (92,539) - (92,539) Unrealized loss on derivative instruments - - (94,822) - (94,822) Reclassification adjustment for loss on derivative instruments - - 28,336 - 28,336 ----------------- -------------- ---------------- --------------- ----------------Comprehensive income757,440 38,892 652,961 (811,509) 637,784 ================= ============== ================ =============== ================
Year Ended December 31, 2003----------------- -------------- ---------------- --------------- ----------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $----------------- -------------- ---------------- --------------- ---------------- Net income 177,364 18,219 198,471 (216,690) 177,364 Other comprehensive income Unrealized gain on available-for-sale securities - - 53,540 - 53,540 Reclassification adjustment for loss on available- for-sale securities included in net income - - 4,899 - 4,899 Unrealized gain on derivative instruments - - 8,639 - 8,639 Reclassification adjustment for gain on derivative instruments - - (459) - (459) ----------------- -------------- ---------------- --------------- ----------------Comprehensive income177,364 18,219 265,090 (216,690) 243,983 ================= ============== ================ =============== ================
Year Ended December 31, 2002----------------- -------------- ---------------- --------------- ----------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $----------------- -------------- ---------------- --------------- ---------------- Net income 53,391 2,166 109,011 (111,177) 53,391 Other comprehensive income Unrealized loss on available-for-sale securities - - (239) - (239) Reclassification adjustment for loss on available- for-sale securities included in net income - - 737 - 737 Unrealized gain on derivative instruments - - 3,023 - 3,023 Reclassification adjustment for gain on derivative instruments - - (1,815) - (1,815) ----------------- -------------- ---------------- --------------- ----------------Comprehensive income53,391 2,166 110,717 (111,177) 55,097 ================= ============== ================ =============== ================
(See Note 9)
SCHEDULE A
As at December 31, 2004----------------------------------------------------------------------------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $------------------ ------------ ----------------- --------------- ----------------ASSETSCash and cash equivalents - - 427,037 - 427,037 Other current assets 5,292 326 630,227 (145,000) 490,845 ------------------ ------------ ----------------- --------------- ---------------- Total current assets 5,292 326 1,057,264 (145,000) 917,882 Vessels and equipment (net) - 86,525 3,531,287 (86,525) 3,531,287 Advances due from subsidiaries 135,617 - - (135,617) - Investment in direct financing leases - - 109,215 - 109,215 Other assets (principally restricted cash and investments in subsidiaries) 2,726,786 - 438,618 (2,726,786) 438,618 Investment in joint ventures - - 59,637 - 59,637 Intangible assets - net - - 277,511 - 277,511 Goodwill - - 169,590 - 169,590 ------------------ ------------ ----------------- --------------- ---------------- 2,867,695 86,851 5,643,122 (3,093,928) 5,503,740 ================== ============ ================= =============== ================LIABILITIES & STOCKHOLDERS' EQUITYCurrent liabilities 26,120 1,062 532,227 (145,000) 414,409 Long-term debt and other long-term liabilities 548,085 - 2,289,164 - 2,837,249 Due (from) to affiliates - (94,594) 594,374 (499,780) - ------------------ ------------ ----------------- --------------- ---------------- Total liabilities 574,205 (93,532) 3,415,765 (644,780) 3,251,658 ------------------ ------------ ----------------- --------------- ---------------- Minority Interest - - 14,724 - 14,724 Stockholders' Equity Capital stock 534,938 11 5,955 (5,966) 534,938 Contributed capital - 145,917 136,766 (282,683) - Retained earnings 1,758,552 34,455 2,126,044 (2,160,499) 1,758,552 Accumulated other comprehensive loss - - (56,132) - (56,132) ------------------ ------------ ----------------- --------------- ---------------- Total stockholders' equity 2,293,490 180,383 2,212,633 (2,449,148) 2,237,358 ------------------ ------------ ----------------- --------------- ---------------- 2,867,695 86,851 5,643,122 (3,093,928) 5,503,740 ================== ============ ================= =============== ================
As at December 31, 2003----------------------------------------------------------------------------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $------------------ ------------ ----------------- --------------- ----------------ASSETSCash and cash equivalents - - 292,284 - 292,284 Other current assets 1,429 344 282,476 (96,000) 188,249 ------------------ ------------ ----------------- --------------- ---------------- Total current assets 1,429 344 574,760 (96,000) 480,533 Vessels and equipment (net) - 242,182 2,332,678 - 2,574,860 Advances due from subsidiaries 309,071 - - (309,071) - Investment in direct financing leases - - 73,073 - 73,073 Other assets (principally marketable securities and investments in subsidiaries) 1,911,491 - 155,844 (1,911,491) 155,844 Investment in joint ventures - - 54,392 - 54,392 Intangible assets - net - - 118,588 - 118,588 Goodwill - - 130,754 - 130,754 ------------------ ------------ ----------------- --------------- ---------------- 2,221,991 242,526 3,440,089 (2,316,562) 3,588,044 ================== ============ ================= =============== ================
LIABILITIES & STOCKHOLDERS' EQUITYCurrent liabilities 25,371 1,746 343,515 (96,000) 274,632 Long-term debt and other long-term liabilities 608,317 - 1,037,946 - 1,646,263 Due (from) to affiliates - (133,657) 493,190 (359,533) - ------------------ ------------ ----------------- --------------- ---------------- Total liabilities 633,688 (131,911) 1,874,651 (455,533) 1,920,895 ------------------ ------------ ----------------- --------------- ---------------- Minority Interest - - 15,322 - 15,322 Stockholders' Equity Capital stock 492,653 23 5,943 (5,966) 492,653 Contributed capital - 369,307 136,766 (506,073) - Retained earnings 1,095,650 5,107 1,343,883 (1,348,990) 1,095,650 Accumulated other comprehensive loss - - 63,524 - 63,524 ------------------ ------------ ----------------- --------------- ---------------- Total stockholders' equity 1,588,303 374,437 1,550,116 (1,861,029) 1,651,827 ------------------ ------------ ----------------- --------------- ---------------- 2,221,991 242,526 3,440,089 (2,316,562) 3,588,044 ================== ============ ================= =============== ================
(See Note 9)
SCHEDULE A
Year Ended December 31, 2004--------------------------------------------------------------------------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $--------------- ------------- ----------------- -------------- ----------------- Cash and cash equivalents provided by (used for)OPERATING ACTIVITIES--------------- ------------- ----------------- -------------- ----------------- Net cash flow from operating activities (62,726) 48,384 829,046 814,704 --------------- ------------- ----------------- -------------- -----------------FINANCING ACTIVITIESNet proceeds from long-term debt - - 1,621,221 - 1,621,221 Scheduled repayments of long-term debt (58,408) - (158,015) - (216,423) Prepayments of long-term debt - - (1,731,223) - (1,731,223) Other 121,134 (48,159) (116,953) - (43,978) --------------- ------------- ----------------- -------------- ----------------- Net cash flow from financing activities 62,726 (48,159) (384,970) - (370,403) --------------- ------------- ----------------- -------------- -----------------INVESTING ACTIVITIESExpenditures for vessels and equipment - (225) (548,362) - (548,587) Purchase of Teekay Shipping Spain S.L. - - (286,993) - (286,993) Proceeds from dispositions of vessels and equipment - - 440,556 - 440,556 Other - - 85,476 - 85,476 --------------- ------------- ----------------- -------------- ----------------- Net cash flow from investing activities - (225) (309,323) - (309,548) --------------- ------------- ----------------- -------------- -----------------Increase in cash and cash equivalents- - 134,753 - 134,753 Cash and cash equivalents, beginning of the year - - 292,284 - 292,284 --------------- ------------- ----------------- -------------- -----------------Cash and cash equivalents, end of the year- - 427,037 - 427,037 =============== ============= ================= ============== =================
Year Ended December 31, 2003--------------------------------------------------------------------------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $--------------- ------------- ----------------- -------------- ----------------- Cash and cash equivalents provided by (used for)OPERATING ACTIVITIES--------------- ------------- ----------------- -------------- ----------------- Net cash flow from operating activities (25,377) 28,996 451,956 - 455,575 --------------- ------------- ----------------- -------------- -----------------FINANCING ACTIVITIESNet proceeds from long-term debt 80,594 - 1,900,234 - 1,980,828 Scheduled repayments of long-term debt - - (62,585) - (62,585) Prepayments of long-term debt - - (1,466,815) - (1,466,815) Other (55,217) (28,572) 79,198 - (4,591) --------------- ------------- ----------------- -------------- ----------------- Net cash flow from financing activities 25,377 (28,572) 450,032 - 446,837 --------------- ------------- ----------------- -------------- -----------------INVESTING ACTIVITIESExpenditures for vessels and equipment - (424) (372,009) - (372,433) Purchase of Navion AS - - (704,734) - (704,734) Proceeds from dispositions of vessels and equipment - 242,111 - 242,111 Other - - (59,697) - (59,697) --------------- ------------- ----------------- -------------- ----------------- Net cash flow from investing activities - (424) (894,329) - (894,753) --------------- ------------- ----------------- -------------- -----------------Increase in cash and cash equivalents- - 7,659 - 7,659 Cash and cash equivalents, beginning of the year - - 284,625 - 284,625 --------------- ------------- ----------------- -------------- -----------------Cash and cash equivalents, end of the year- - 292,284 - 292,284 =============== ============= ================= ============== =================
Year Ended December 31, 2002--------------------------------------------------------------------------------8.32% Notes Teekay Teekay Guarantor Non-Guarantor Shipping Corp. Shipping Corp. Subsidiaries Subsidiaries Eliminations & Subsidiaries $ $ $ $ $--------------- ------------- ----------------- -------------- ----------------- Cash and cash equivalents provided by (used for)OPERATING ACTIVITIES--------------- ------------- ----------------- -------------- ----------------- Net cash flow from operating activities (51,914) 16,531 214,914 - 179,531 --------------- ------------- ----------------- -------------- -----------------FINANCING ACTIVITIESNet proceeds from long-term debt - - 255,185 - 255,185 Scheduled repayments of long-term debt - - (51,830) - (51,830) Prepayments of long-term debt - - (8,000) - (8,000) Other 51,914 (14,953) (69,312) - (32,351) --------------- ------------- ----------------- -------------- ----------------- Net cash flow from financing activities 51,914 (14,953) 126,043 - 163,004 --------------- ------------- ----------------- -------------- -----------------INVESTING ACTIVITIESExpenditures for vessels and equipment - (1,578) (134,072) - (135,650) Purchase of Navion AS - - (76,000) - (76,000) Other - - (21,210) - (21,210) --------------- ------------- ----------------- -------------- ----------------- Net cash flow from investing activities - (1,578) (231,282) - (232,860) --------------- ------------- ----------------- -------------- -----------------Increase in cash and cash equivalents- - 109,675 - 109,675 Cash and cash equivalents, beginning of the year - - 174,950 - 174,950 --------------- ------------- ----------------- -------------- -----------------Cash and cash equivalents, end of the year- - 284,625 - 284,625 =============== ============= ================= ============== =================
(See Note 9)
EXHIBIT 4.284.6
Teekay Shipping CorporationAnnual Executive Bonus Plan
SummaryVision Incentive Program
The Annual Executive BonusIn 2005, the Company adopted the Vision Incentive Plan (the “Plan”“VIP”) of Teekay Shipping Corporation (the “Company”) is a variable cash incentive program designed to:
Eligibility
Participants are approved solely at the discretion of the Compensation and Human Resources Committee (the “Committee”).
Administration
The Committee is responsible for administering the Plan. The Committee has the authority to review and recommend for Board approval the inception of the Plan and its operation, including but not limited to, the authority to:
The Chief Executive Officer ("CEO")reward a shift away from cycle-dependent results. This plan will administer and interpret this plan under the authority of the Committee as its delegate, and make recommendations to the Committee in the exercise of its powers.
Award Determination
The Committee, in its sole discretion, will approve “target bonuses” for each participant. These target bonuses are a percentage of the participant’s base salary which ranges between 35 to 60% of annual base salary. The target bonuses are adjusted upwards or downwards based upon a “Performance Factor”, which is comprised of an Individual Performance Factor (“IPF”) (33% weighting) and a Company Performance Factor (“CPF”) (67% weighting).
For each participant in the Plan, the CEO approves an IPF that reflects the participant’s performance relative to the individual performance expectations for the performance period. Individual performance expectations vary to reflect each executive’s role in the Company. A participant's performance can result in an IPFaward pool for senior management based on two measures: (a) economic profit from 2005 to 2010 (the “Economic Profit”); and (b) the increase in market value added from 2001 to 2010 (the “MVA”). The VIP terminates on December 31, 2010. Under the VIP, the Economic Profit is the difference between 0the Company’s annual return on invested capital (“ROIC”) and 2.0.
The Committee approvesits weighted-average cost of capital (“WACC”) multiplied by its average invested capital employed during the CPFyear and MVA is the amount by assessingwhich the Company's financial performance against pre-established annual goalsaverage market value of the Company for the following components:preceding 18 months exceeds the average book value of the Company for the same period.
From 2005 to 2010, annual Economic Profit contributions will notionally be made to the Plan award pool and may be positive or negative. A factor, which will range from a low of negative 3% to a maximum of 5%, will be applied to the Economic Profit to determine the amount of the Economic Profit contributions. The maximum factor of 5% is applied when the Company’s ROIC is greater than its WACC by 1.5% points or more. A factor of negative 3% is applied when the Company’s ROIC is less than its WACC by 0.5% points or more.
At the end of 2010, a MVA contribution will be made to the plan award pool if two threshold requirements are met: (a) shares of the Company’s common stock must have an average market value, for the preceding 18 months, that is at least 120% of their book value for the same period and (b) the Company’s cumulative total shareholder return (“TSR”) for the period from 2001 to 2010 must be above the 25th percentile relative to the TSR of the S&P 500 (as calculated in accordance with U.S. securities regulations) during the same period. If both threshold requirements are met, a factor, which will range from a low of 1.5% to a maximum of 6.0%, will be applied to the Market Value Added to determine the amount of the Market Value Added contribution. This factor will be based on the Company’s peer group (1);
In 2008, if the VIP’s award pool has a cumulative positive balance based on economic profit contributions for eachthe preceding three years, then an interim distribution may be made to participants in an amount not greater than half of the Company’s segments relative to its weighted average cost of capital (“WACC”) (2).
The CPF is based on a weighted-averageaward pool. In 2011, the balance of the performance factors for these components.
Award Payouts
Unless otherwise determined by the Committee, the bonus periodVIP award pool will be distributed to the participants. Fifty percent of any distribution from the award pool, in 2008 and in 2011, must be paid in a form that is equity-based, with vesting on half of this percentage deferred for the most recently completed fiscalone year and will be paidvesting on an annual basis, typically in Marchthe remaining half of the following year. Although there is no maximum bonus that any participant may receive under the Plan, the Committee has the authority to recalibrate the bonus formula to achieve compensation levels that are within intended ranges based upon compensation benchmarking surveys.this percentage deferred for two years.
EXHIBIT 8.1
The following is a list of the Company’s significant subsidiaries as at March 15, 2005.2006.
State or Proportion of
Jurisdiction of Ownership
Incorporation InterestName of Significant SubsidiaryIncorporation Interest
BONA SHIPHOLDING LTD............................................... BERMUDA 100%
IUM SHIPMANAGEMENT AS.............................................. NORWAY 51%
NAVION OFFSHORE LOADING AS.........................................AS.............................. NORWAY 100%
NAVION SHIPPING LTD................................................LTD..................................... MARSHALL ISLANDS 100%
NORSK TEEKAY AS....................................................AS......................................... NORWAY 100%
NORSK TEEKAY HOLDINGS LTD..........................................LTD............................... MARSHALL ISLANDS 100%
SINGLE SHIP COMPANIES (3)..........................................COMPANIES................................... AUSTRALIA 100%
SINGLE SHIP COMPANIES (4)..........................................COMPANIES................................... SPAIN 100%
SINGLE SHIP LIMITED LIABILITY COMPANIES (63).......................COMPANIES................. MARSHALL ISLANDS 100%
TEEKAY CHARTERING LIMITED..........................................LIMITED............................... MARSHALL ISLANDS 100%
TEEKAY LIGHTERING SERVICES LLC.....................................LLC.......................... MARSHALL ISLANDS 100%
TEEKAY LNG PARTNERS LP.................................. MARSHALL ISLANDS 68%
TEEKAY MARINE SERVICES AS............................... NORWAY 100%
TEEKAY NAVION OFFSHORE LOADING PTE LTD.............................LTD.................. SINGAPORE 100%
TEEKAY NORDIC HOLDINGS INC.........................................INC.............................. MARSHALL ISLANDS 100%
TEEKAY NORGE AS.................................................... NORWAY 100%
TEEKAY NORWAY AS...................................................AS........................................ NORWAY 100%
TEEKAY SHIPPING (CANADA) LTD.......................................LTD............................ CANADA 100%
TEEKAY SHIPPING LIMITED............................................LIMITED................................. BAHAMAS 100%
TEEKAY SHIPPING SPAIN SL...........................................SL................................ SPAIN 100%
UGLAND NORDIC SHIPPING AS..........................................AS............................... NORWAY 100%
EXHIBIT 12.1
I, Bjorn Moller, President and Chief Executive Officer of the company, certify that:
| 1. | I have reviewed this report on Form 20-F of Teekay Shipping Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| c) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| By:/s/ Bjorn Moller Bjorn Moller President and Chief Executive Officer |
EXHIBIT 12.2
I, Peter Evensen, Executive Vice President and Chief Financial Officer of the company, certify that:
| 1. | I have reviewed this report on Form 20-F of Teekay Shipping Corporation; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| c) | Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and |
| 5. | The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting. |
| By:/s/ Peter Evensen Peter Evensen Executive Vice President and Chief Financial Officer |
EXHIBIT 13.1
In connection with the annual report of Teekay Shipping Corporation (the “Company”) on Form 20-F for the year ended December 31, 20042005 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I Bjorn Moller, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: April 7, 20052006
By:/s/ Bjorn Moller
Bjorn Moller
President and Chief Executive Officer
EXHIBIT 13.2
In connection with the annual report of Teekay Shipping Corporation (the “Company”) on Form 20-F for the year ended December 31, 20042005 as filed with the Securities and Exchange Commission on the date hereof (the “Form 20-F”), I Peter Evensen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Form 20-F fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
(2) The information contained in the Form 20-F fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: April 7, 20052006
By:/s/ Peter Evensen
Peter Evensen
Executive Vice President and Chief Financial Officer
EXHIBIT 15.1
We are aware ofconsent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-42434) pertaining to the Amended 1995 Stock Option Plan of Teekay Shipping Corporation (“Teekay”), in the Registration Statement (Form S-8 No. 333-119564) pertaining to the 2003 Equity Incentive Plan and the Amended 1995 Stock Option Plan of Teekay, in the Registration Statement (Form F-3 No. 333-102594) and related Prospectus of Teekay for the registration of up to $500,000,000 of its common stock, preferred stock, warrants, stock purchase contracts, stock purchase units or debt securities and in the Registration Statement (Form F-3 No. 33-97746) and related Prospectus of Teekay for the registration of 2,000,000 shares of Teekay common stock under its Dividend Reinvestment Plan of our report dated February 18, 2005,21, 2006, with respect to the consolidated financial statements and the financial schedule of Teekay included in the Annual Report (Form 20-F) for the year ended December 31, 2004.2005.
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