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TGP Teekay LNG Partners

Filed: 24 Nov 20, 5:02pm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
  _____________________________________________________________
FORM 6-K
  _____________________________________________________________
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2020
Commission file number 1-32479
  _____________________________________________________________ 
TEEKAY LNG PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
   _____________________________________________________________
4th Floor, Belvedere Building
69 Pitts Bay Road
Hamilton, HM 08 Bermuda
(Address of principal executive office)
   _____________________________________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F  ý             Form 40-F  ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1).
Yes  ¨            No   ý
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7).
Yes  ¨            No   ý










TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2020
INDEX
2



ITEM 1 – FINANCIAL STATEMENTS
TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME (notes 1 and 2)
(in thousands of U.S. Dollars, except unit and per unit data)

 Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
$$$$
Voyage revenues (notes 6 and 10a)
148,935 149,655 437,027 452,459 
Voyage expenses(3,950)(4,961)(11,596)(16,759)
Vessel operating expenses (note 10a)
(30,642)(27,321)(85,153)(80,879)
Time-charter hire expenses (notes 5b and 10a)
(5,980)(5,336)(17,270)(14,007)
Depreciation and amortization(32,601)(34,248)(96,869)(103,712)
General and administrative expenses (note 10a)
(6,165)(5,393)(20,215)(17,692)
Write-down of vessels (note 15)
(785)(45,000)(785)
Restructuring charges (note 14)
(2,976)
Income from vessel operations69,597 71,611 160,924 215,649 
Equity income (notes 7 and 10a)
24,346 21,296 56,874 28,612 
Interest expense(30,528)(40,574)(102,375)(123,809)
Interest income (note 7)
1,406 1,025 5,473 3,063 
Realized and unrealized loss on non-designated derivative instruments (note 11)
 
(1,327)(3,270)(30,314)(17,713)
Foreign currency exchange (loss) gain (notes 8 and 11)
(7,853)2,879 (14,738)(5,095)
Other expense (note 3b)
(14,149)(1,828)(15,189)(2,064)
Net income before income tax expense41,492 51,139 60,655 98,643 
Income tax expense (note 9)
(1,420)(788)(2,128)(5,115)
Net income40,072 50,351 58,527 93,528 
Non-controlling interest in net (loss) income(203)2,983 6,312 8,108 
Preferred unitholders' interest in net income6,425 6,426 19,275 19,276 
General partner's interest in net income595 820 519 1,324 
Limited partners’ interest in net income33,255 40,122 32,421 64,820 
Limited partners’ interest in net income per common unit (note 13):
• Basic0.38 0.51 0.40 0.83 
• Diluted0.38 0.51 0.39 0.83 
Weighted-average number of common units outstanding (note 13):
• Basic86,951,234 78,012,514 82,010,753 78,402,239 
• Diluted87,041,046 78,106,770 82,109,826 78,488,331 

Related party transactions (note 10)

The accompanying notes are an integral part of the unaudited consolidated financial statements.

3


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (note 2)
(in thousands of U.S. Dollars)

 Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
$$$$
Net income40,07250,35158,52793,528
Other comprehensive income (loss):
Other comprehensive income (loss) before reclassifications
Unrealized loss on qualifying cash flow hedging instruments, net of tax(959)(19,577)(69,593)(71,815)
Amounts reclassified from accumulated other comprehensive loss, net of tax
To equity income:
Realized loss (gain) on qualifying cash flow hedging instruments4,65540110,586(296)
To interest expense:
Realized loss (gain) on qualifying cash flow hedging instruments (note 11)
835(22)1,469(430)
Other comprehensive income (loss)4,531(19,198)(57,538)(72,541)
Comprehensive income44,60331,15398920,987
Non-controlling interest in comprehensive (loss) income(18)2,3103,4295,210
Preferred unitholders' interest in comprehensive income6,4256,42619,27519,276
General and limited partners' interest in comprehensive income (loss)38,19622,417(21,715)(3,499)
The accompanying notes are an integral part of the unaudited consolidated financial statements.
4


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS (note 2)
(in thousands of U.S. Dollars, except unit data)
As at September 30,
2020
As at December 31,
2019
$$
ASSETS
Current
Cash and cash equivalents201,036160,221
Restricted cash – current (note 16a)
11,22453,689
Accounts receivable, including non-trade of $4,777 (2019 – $10,688)6,75313,460
Prepaid expenses9,7066,796
Current portion of derivative assets (note 11)
0355
Current portion of net investments in direct financing and sales-type leases, net (notes 3b and 6)
13,762273,986
Advances to affiliates (note 10b)
1,9535,143
Other current assets237238
Total current assets244,671513,888
Restricted cash – long-term (note 16a)
42,57739,381
Vessels and equipment
At cost, less accumulated depreciation of $729,852 (2019 – $711,758)1,244,1231,335,397
Vessels related to finance leases, at cost, less accumulated depreciation
  of $145,472 (2019 – $109,853) (note 5a)
1,664,0591,691,945
Operating lease right-of-use assets (note 5b)
24,17934,157
Total vessels and equipment2,932,3613,061,499
Investments in and advances, net to equity-accounted joint ventures (notes 3b and 7)
1,092,7241,155,316
Net investments in direct financing and sales-type leases, net (notes 3b and 6)
508,561544,823
Other assets20,02514,738
Derivative assets (note 11)
01,834
Intangible assets – net36,72443,366
Goodwill34,84134,841
Total assets4,912,4845,409,686
LIABILITIES AND EQUITY
Current
Accounts payable2,3195,094
Accrued liabilities (notes 11 and 14)
84,97576,752
Unearned revenue (note 6)
32,68528,759
Current portion of long-term debt (note 8)
291,720393,065
Current obligations related to finance leases (note 5a)
71,44169,982
Current portion of operating lease liabilities (note 5b)
13,84113,407
Current portion of derivative liabilities (note 11)
35,61638,458
Advances from affiliates (note 10b)
13,9707,003
Total current liabilities546,567632,520
Long-term debt (note 8)
1,201,9091,438,331
Long-term obligations related to finance leases (note 5a)
1,287,0441,340,922
Long-term operating lease liabilities (note 5b)
10,33820,750
Derivative liabilities (note 11)
81,99151,006
Other long-term liabilities (notes 3b, 9 and 12b)
53,08849,182
Total liabilities3,180,9373,532,711
Commitments and contingencies (notes 5, 7, 8, 11 and 12)
Equity
Limited partners - common units (Unlimited units authorized; 87.0 million units and 77.5 million units issued and outstanding at September 30, 2020 and December 31, 2019, respectively)1,459,5991,543,598
Limited partners - preferred units (11.9 million units authorized; 11.8 million units issued and outstanding at September 30, 2020 and December 31, 2019)285,159285,159
General partner46,08150,241
Accumulated other comprehensive loss(111,967)(57,312)
Partners' equity1,678,8721,821,686
Non-controlling interest52,67555,289
Total equity1,731,5471,876,975
Total liabilities and total equity4,912,4845,409,686
The accompanying notes are an integral part of the unaudited consolidated financial statements.
5


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (note 2)
(in thousands of U.S. Dollars)
Nine Months Ended September 30,
20202019
$$
Cash and cash equivalents provided by (used for)
OPERATING ACTIVITIES
Net income58,52793,528
Non-cash and non-operating items:
Unrealized loss on non-designated derivative instruments (note 11)
18,55310,315
Depreciation and amortization96,869103,712
Write-down of vessels (note 15)
45,000785
Unrealized foreign currency exchange loss (gain) including the effect of settlement of cross currency swaps upon maturity (note 11)
10,697(1,213)
Equity income, net of distributions received $32,297 (2019 – $25,374)(24,577)(3,238)
Amortization of deferred financing issuance costs included in interest expense4,4016,722
Change in unrealized credit loss provisions included in other expense (note 3)
14,5570
Other non-cash items3,5956,173
Change in non-cash operating assets and liabilities:
Receipts from direct financing and sales-type leases270,9739,242
Expenditures for dry docking(1,984)(8,836)
Other non-cash operating assets and liabilities15,960(15,227)
Net operating cash flow512,571201,963
 
Proceeds from issuance of long-term debt561,127158,924
Scheduled repayments of long-term debt and settlement of related swaps (note 11)
(220,875)(95,730)
Prepayments of long-term debt(687,061)(183,787)
Financing issuance costs(5,111)(989)
Proceeds from financing related to sales and leaseback of vessels0317,806
Scheduled repayments of obligations related to finance leases(52,419)(54,484)
Extinguishment of obligations related to finance leases

0(111,617)
Repurchase of common units (note 13)
(15,635)(25,729)
Cash distributions paid(75,845)(60,926)
Dividends paid to non-controlling interests(3,390)(90)
Acquisition of non-controlling interest in certain of the Partnership's subsidiaries (note 10d)
(2,219)0
Net financing cash flow(501,428)(56,622)
 
Expenditures for vessels and equipment(9,597)(91,503)
Capital contributions and advances to equity-accounted joint ventures0(42,171)
Net investing cash flow(9,597)(133,674)
Increase in cash, cash equivalents and restricted cash1,54611,667
Cash, cash equivalents and restricted cash, beginning of the period253,291222,864
Cash, cash equivalents and restricted cash, end of the period254,837234,531
Supplemental cash flow information (notes 10e and 16)

6


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY (note 2)
(in thousands of U.S. Dollars and units)
 TOTAL EQUITY
 Partners’ Equity
Limited
Partners
Common UnitsCommon UnitsPreferred UnitsPreferred UnitsGeneral
Partner
Accumulated Other Comprehensive LossNon- controlling InterestTotal
 #$#$$$$$
Balance as at December 31, 201977,510 1,543,598 11,800 285,159 50,241 (57,312)55,289 1,876,975 
Net (loss) income— (38,630)— 6,425 (789)— 2,166 (30,828)
Other comprehensive loss— — — — — (51,145)(2,752)(53,897)
Distributions declared:
   Common units ($0.19 per unit)— (14,713)— — (300)— — (15,013)
   Preferred units Series A ($0.5625 per unit)— — — (2,812)— — — (2,812)
   Preferred units Series B ($0.5313 per unit)— — — (3,613)— — — (3,613)
Change in accounting policy (note 2)
— (49,810)— — (1,016)— (2,474)(53,300)
Equity-based compensation35 208 — — — — 212 
Other (note 10d)
— 629 — — 12 — (179)462 
Repurchase of common units (note 13)
(1,373)(15,322)— — (313)— — (15,635)
Balance as at March 31, 202076,172 1,425,960 11,800 285,159 47,839 (108,457)52,050 1,702,551 
Net income— 37,796 — 6,425 713 — 4,349 49,283 
Other comprehensive loss— — — — — (7,856)(316)(8,172)
Distributions declared:
   Common units ($0.25 per unit)— (19,043)— — (389)— — (19,432)
   Preferred units Series A ($0.5625 per unit)— — — (2,812)— — — (2,812)
   Preferred units Series B ($0.5313 per unit)— — — (3,613)— — — (3,613)
Equity-based compensation, net of
withholding tax of $0.4 million
669 — — 13 — — 682 
Issuance of common units (notes 10e and 13)

10,750 2,308 — — (2,308)— — — 
Balance as at June 30, 202086,928 1,447,690 11,800 285,159 45,868 (116,313)56,083 1,718,487 
Net income (loss)— 33,255 — 6,425 595 — (203)40,072 
Other comprehensive income— — — — — 4,346 185 4,531 
Distributions declared:
   Common units ($0.25 per unit)— (21,736)— — (389)— — (22,125)
   Preferred units Series A ($0.5625 per unit)— — — (2,812)— — — (2,812)
   Preferred units Series B ($0.5313 per unit)— — — (3,613)— — — (3,613)
Dividends paid to non-controlling interest— — — — — — (3,390)(3,390)
Equity-based compensation23 390 — — — — 397 
Balance as at September 30, 202086,951 1,459,599 11,800 285,159 46,081 (111,967)52,675 1,731,547 













7


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN TOTAL EQUITY (note 2)
(in thousands of U.S. Dollars and units)
 TOTAL EQUITY
 Partners’ Equity
Limited
Partners
Common UnitsCommon UnitsPreferred UnitsPreferred UnitsGeneral
Partner
Accumulated Other Comprehensive
Income (Loss)
Non- controlling InterestTotal
 #$#$$$$$
Balance as at December 31, 201879,361 1,496,107 11,800 285,159 49,271 2,717 49,343 1,882,597 
Net income14,888 — 6,425 304 — 2,508 24,125 
Other comprehensive loss— — — — (21,390)(850)(22,240)
Distributions declared:
   Common units ($0.14 per unit)(10,997)— — (224)— — (11,221)
   Preferred units Series A ($0.5625 per unit)— — (2,812)— — — (2,812)
   Preferred units Series B ($0.5313 per unit)— — (3,613)— — — (3,613)
Dividends paid to non-controlling interest— — — — — (20)(20)
Change in accounting policy1,777 — — 37 (4,831)— (3,017)
Equity-based compensation, net of
nominal withholding tax
81 810 — — 17 — — 827 
Repurchase of common units (note 13)
(815)(9,307)— — (190)— — (9,497)
Balance as at March 31, 201978,627 1,493,278 11,800 285,159 49,215 (23,504)50,981 1,855,129 
Net income— 9,810 — 6,425 200 — 2,617 19,052 
Other comprehensive loss— — — — — (29,728)(1,375)(31,103)
Distributions declared:
   Common units ($0.19 per unit)— (14,939)— — (305)— — (15,244)
   Preferred units Series A ($0.5625 per unit)— — — (2,812)— — — (2,812)
   Preferred units Series B ($0.5313 per unit)— — — (3,613)— — — (3,613)
Dividends paid to non-controlling interest— — — — — — (35)(35)
Equity-based compensation, net of
withholding tax of $0.5 million
(125)— — (3)— — (128)
Repurchase of common units (note 13)
(187)(2,508)— — (51)— — (2,559)
Balance as at June 30, 201978,441 1,485,516 11,800 285,159 49,056 (53,232)52,188 1,818,687 
Net income— 40,122 — 6,426 820 — 2,983 50,351 
Other comprehensive loss— — — — — (18,525)(673)(19,198)
Distributions declared:
   Common units ($0.19 per unit)— (14,881)— — (304)— — (15,185)
   Preferred units Series A ($0.5625 per unit)— — — (2,813)— — — (2,813)
   Preferred units Series B ($0.5313 per unit)— — — (3,613)— — — (3,613)
Dividends paid to non-controlling interest— — — — — — (35)(35)
Equity-based compensation187 — — — — 191 
Repurchase of common units (note 13)
(932)(13,400)— — (273)— — (13,673)
Balance as at September 30, 201977,510 1,497,544 11,800 285,159 49,303 (71,757)54,463 1,814,712 
The accompanying notes are an integral part of the unaudited consolidated financial statements.
8


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)


1.Basis of Presentation

The unaudited interim consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (or GAAP). These unaudited consolidated financial statements include the accounts of Teekay LNG Partners L.P. (or the Partnership), which is a limited partnership formed under the laws of the Republic of the Marshall Islands, its wholly-owned and controlled subsidiaries and any variable interest entities (or VIEs) of which it is the primary beneficiary.

Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted and, therefore, these unaudited interim consolidated financial statements should be read in conjunction with the Partnership’s audited consolidated financial statements for the year ended December 31, 2019, which are included in the Partnership’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the U.S. Securities and Exchange Commission (or SEC) on April 9, 2020. In the opinion of management of Teekay GP L.L.C., the general partner of the Partnership (or the General Partner), these unaudited interim consolidated financial statements reflect all adjustments consisting solely of a normal recurring nature, necessary to present fairly, in all material respects, the Partnership’s consolidated financial position, results of operations, changes in total equity and cash flows for the interim periods presented. The results of operations for the interim periods presented are not necessarily indicative of those for a full fiscal year. Significant intercompany balances and transactions have been eliminated upon consolidation. Certain comparative figures have been reclassified to conform to the presentation adopted in the current period relating to certain expenses reclassified from income tax expense to other expense which resulted in increases in other expense of $0.7 million and $1.4 million, and offsetting decreases in income tax expense for the three and nine months ended September 30, 2019, respectively.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. It is possible that the amounts recorded as derivative liabilities could vary by material amounts prior to their settlement.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus (or COVID-19) as a pandemic. Given the dynamic nature of these circumstances, the full extent to which the COVID-19 pandemic may have direct or indirect impact on the Partnership's business and the related financial reporting implications cannot be reasonably estimated at this time, although it could materially affect the Partnership's business, results of operations and financial condition in the future. At this time, the Partnership has not yet experienced any material negative impacts to its business, results of operations, or financial position as a result of COVID-19, other than it being a contributing factor to the write-down of 6 of the Partnership's multi-gas vessels during the nine months ended September 30, 2020 as described in Note 15.

2.Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update (or ASU) 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments (or ASU 2016-13). ASU 2016-13 introduced a new credit loss methodology, which requires earlier recognition of potential credit losses, while also providing additional transparency about credit risk. This new credit loss methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity debt securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are subsequently adjusted each period for changes in expected lifetime credit losses. This methodology replaced multiple existing impairment methods under previous GAAP for these types of assets, which generally required that a loss be incurred before it was recognized.

The Partnership adopted this update on January 1, 2020 with a modified-retrospective approach, whereby a cumulative-effect adjustment was made to reduce partner's equity on January 1, 2020 without any retroactive application to prior periods. The Partnership's net investments in direct financing and sales-type leases, advances to equity-accounted joint ventures, guarantees of indebtedness of equity-accounted joint ventures and receivables related to non-operating lease revenue arrangements are subject to ASU 2016-13. On adoption, the Partnership decreased the carrying value of partners' equity by $50.8 million, investments in and advances, net to equity-accounted joint ventures by $40.0 million, net investments in direct financing and sales-type leases by $11.2 million and non-controlling interest by $2.5 million, and increased its other long-term liabilities by $2.1 million. The cumulative adjustment recorded on initial adoption of this update does not reflect an increase in credit risk exposure to the Partnership compared to previous periods presented.

In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes (or ASU 2019-12), as part of its initiative to reduce complexity in the accounting standards. The amendments in ASU 2019-12 eliminate certain exceptions related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences, among other changes. The guidance becomes effective for annual reporting periods beginning after December 15, 2020 and interim periods within those fiscal years with early adoption permitted, including adoption in any interim period. The Partnership is currently evaluating the effect of adopting this new guidance.
In March 2020, the FASB issued ASU 2020-04 - Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (or ASU 2020-04). This ASU provides optional guidance for a limited period of time to ease potential accounting impacts associated with transitioning away from reference rates that are expected to be discontinued, such as the London Interbank Offered Rate (or "LIBOR"). This ASU applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued. This ASU is effective through December 31, 2022. The Partnership is currently evaluating the effect of adopting this new guidance.
9


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

3.    Financial Instruments

a) Fair Value Measurements

For a description of how the Partnership estimates fair value and for a description of the fair value hierarchy levels, see Item 18 Financial Statements: Note 3 to the Partnership’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2019. The following table includes the estimated fair value and carrying value of those assets and liabilities that are measured at fair value on a recurring and non-recurring basis, as well as the estimated fair value of the Partnership’s financial instruments that are not accounted for at fair value on a recurring basis.
  September 30, 2020December 31, 2019
 Fair
Value
Hierarchy
Level
Carrying
Amount
Asset
(Liability)
$
Fair
Value
Asset
(Liability)
$
Carrying
Amount
Asset
(Liability)
$
Fair
Value
Asset
(Liability)
$
Recurring:
Cash and cash equivalents and restricted cash (note 16a)
Level 1254,837 254,837 253,291 253,291 
Derivative instruments (note 11)
   Interest rate swap agreements – assetsLevel 22,210 2,210 
   Interest rate swap agreements – liabilitiesLevel 2(77,281)(77,281)(50,447)(50,447)
   Foreign currency contractsLevel 2(202)(202)
   Cross currency swap agreements – liabilitiesLevel 2(44,773)(44,773)(42,104)(42,104)
Other:
Loans to equity-accounted joint ventures (note 7)
(i)125,641 (i)126,546 (i)
Long-term debt – public (note 8)
Level 1(323,656)(331,776)(345,824)(358,005)
Long-term debt – non-public (note 8)
Level 2(1,169,973)(1,179,593)(1,485,572)(1,474,208)
Obligations related to finance leases (note 5a)
Level 2(1,358,485)(1,471,234)(1,410,904)(1,434,910)

(i)The advances to equity-accounted joint ventures together with the Partnership’s equity investments in the joint ventures form the net aggregate carrying value of the Partnership’s interests in the joint ventures in these unaudited consolidated financial statements. The fair values of the individual components of such aggregate interests are not determinable.

b) Credit Losses

The Partnership's exposure to potential credit losses under ASU 2016-13 includes its 3 direct financing leases, its 2 loans to equity-accounted joint ventures and its guarantees of its proportionate share of secured loan facilities and finance leases of 5 of its equity-accounted joint ventures. In addition, the Partnership's exposure to potential credit losses within its equity-accounted joint ventures under ASU 2016-13 primarily includes direct financing and sales-types leases for 18 liquefied natural gas (or LNG) carriers, 1 floating storage unit (or FSU) and an LNG regasification terminal within the Yamal LNG Joint Venture, the Bahrain LNG Joint Venture, the Pan Union Joint Venture, the RasGas III Joint Venture and the Angola Joint Venture. See Item 18 Financial Statements: Note 7a to the Partnership’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2019 for a description of these equity-accounted joint ventures.

The following table includes the amortized cost basis of the Partnership’s direct interests in financing receivables and net investment in direct financing leases by class of financing receivables and by period of origination and their associated credit quality.
10


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

Amortized Cost Basis by Origination Year
Credit Quality Grade (1)
20182016Prior to 2016Total
As at September 30, 2020$$$$
Direct financing leases
  Tangguh Hiri and Tangguh SagoPerforming335,336 335,336 
  Bahrain SpiritPerforming212,312 212,312 
212,312 335,336 547,648 
Loans to equity-accounted joint ventures
  Exmar LPG Joint VenturePerforming52,266 52,266 
  Bahrain LNG Joint VenturePerforming73,375 73,375 
73,375 52,266 125,641 
212,312 73,375 387,602 673,289 

(1)The Partnership's credit quality grades are based on internal risk credit ratings whereby a credit quality grade of performing is consistent with a low likelihood of loss. The Partnership assesses the credit quality of its direct financing leases and loan to the Exmar LPG Joint Venture on whether there are no past due payments (30 days late), no concessions granted to the counterparties and whether the Partnership is aware of any other information that would indicate that there is a material increase of likelihood of loss. The same policy is applied by the equity-accounted joint ventures. The Partnership assesses the credit quality of its loan to the Bahrain LNG Joint Venture based on whether there are any past due payments from the Bahrain LNG Joint Venture’s primary customer, whether the Bahrain LNG Joint Venture has granted any concessions to its primary customer and whether the Partnership is aware of any other information that would indicate that there is a material increase of likelihood of loss. As at September 30, 2020, all direct financing and sales-type leases held by the Partnership and the Partnership’s equity-accounted joint ventures had a credit quality grade of performing.

Changes in the Partnership's allowance for credit losses for the three and nine months ended September 30, 2020 are as follows:
Direct financing leases (1)
$
Direct financing and sales-type leases and other within equity-accounted joint ventures (1)
$
Loans to equity-accounted joint ventures (2)
$
Guarantees of debt (3)
$
Total
$
As at January 1, 202011,15536,2923,7142,13953,300
Provision for potential credit losses(100)8,980008,880
As at March 31, 202011,05545,2723,7142,13962,180
Provision for potential credit losses465(423)83(288)(163)
As at June 30, 202011,52044,8493,7971,85162,017
Provision for potential credit losses13,8057,099877(285)21,496
As at September 30, 202025,32551,9484,6741,56683,513

(1)The credit loss provision related to the lease receivable component of the net investment in direct financing and sales-type leases is based on an internal historical loss rate, as adjusted when asset specific risk characteristics of the existing lease receivables at the reporting date are not consistent with those used to measure the internal historical loss rate and as further adjusted when management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed to measure the internal historical loss rate. During the nine months ended September 30, 2020, 2 LNG project counterparties maintained investment grade credit ratings. As such, the internal historical loss rate used to determine the credit loss provision at both January 1, 2020 and September 30, 2020 was adjusted downwards to reflect a lower risk profile for these 2 LNG projects at such dates compared to the average LNG project used to determine the internal historical loss rate. In addition, the internal historical loss rate was adjusted upwards for (a) 1 LNG project to reflect a lower credit rating for the counterparty, including consideration of the critical infrastructure nature of assets, and (b) a second LNG project to reflect a larger potential risk of loss given potential default as the vessels servicing this project have fewer opportunities for redeployment compared to the Partnership’s other LNG carriers. The credit loss provision for the residual value component is based on a reversion methodology whereby the current estimated fair value of the vessel as depreciated to the end of the charter contract is compared to the expected carrying value, with such potential gain or loss on maturity being included in the credit loss provision in increasing magnitude on a straight-line basis the closer the contract is to its maturity. Risks related to the net investments in direct financing and sales-type leases consist of risks related to the underlying LNG projects and demand for LNG carriers at the end of the time-charter contracts. The provision for potential credit loss as at January 1, 2020 and September 30, 2020 has been developed in part based on the Partnership's understanding that LNG production is critical infrastructure.
11


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

The changes in credit loss provision for the Partnership's consolidated vessels for the three and nine months ended September 30, 2020 of $13.8 million and $14.2 million, respectively, are included in other expense and primarily reflects a decline in the estimated charter-free valuations for certain types of its LNG carriers at the end of their time-charter contract which are accounted for as direct financing and sales-type leases. These estimated future charter-free values are subject to change from period to period based on the underlying LNG shipping market fundamentals. The changes in the credit loss provision for the Partnership's consolidated vessels for the three and nine months ended September 30, 2020 do not reflect any material changes in expectations of the charterers' ability to make their time-charter hire payments as they come due compared to the beginning of such periods.
The changes in credit loss provision of $7.1 million and $15.7 million for the three and nine months ended September 30, 2020, respectively, relating to the direct financing and sales-type leases and other within the Partnership's equity-accounted joint ventures are included in equity income and reflects a decline in the estimated charter-free valuations for certain types of LNG carriers at the end of their time-charter contract which are accounted for as direct financing and sales-type leases for the three months ended September 30, 2020, combined with the initial credit loss provision recognition upon commencement of the sales-type lease for the LNG regasification terminal and associated FSU in the Bahrain LNG Joint Venture in January 2020.

(2)The determination of the credit loss provision for such loans is based on their expected duration and on an internal historical loss rate of the Partnership and its affiliates, as adjusted when asset specific risk characteristics of the existing loans at the reporting date are not consistent with those used to measure the internal historical loss rate and as further adjusted when management expects current conditions and reasonable and supportable forecasts to differ from the conditions that existed to measure the internal historical loss rate. These 2 loans rank behind secured debt in each equity-accounted joint venture. As such, they are similar to equity in terms of risk. The Exmar LPG Joint Venture owns and charters-in liquefied petroleum gas (or LPG) carriers with a primary focus on mid-size gas carriers. Their vessels are trading on the spot market or short-term charters. Adverse changes in the spot market for mid-size LPG carriers, as well as operating costs for such vessels, may impact the ability of the Exmar LPG Joint Venture to repay its loan to the Partnership. The Bahrain LNG Joint Venture owns an LNG receiving and regasification terminal in Bahrain. The ability of Bahrain LNG Joint Venture to repay its loan to the Partnership is primarily dependent upon the Bahrain LNG Joint Venture’s customer, a company owned by the Kingdom of Bahrain, fulfilling its obligations under the 20-year agreement, as well as the Bahrain LNG Joint Venture’s ability to operate the terminal in accordance with the agreed upon operating criteria.

(3)The determination of the credit loss provision for such guarantees was based on a probability of default and loss given default methodology. In determining the overall estimated loss from default as a percentage of the outstanding guaranteed share of secured loan facilities and finance leases, the Partnership considers current and future operational performance of the vessels securing the loan facilities and finance leases and current and future expectations of the proceeds that could be received from the sale of the vessels securing the loan facilities and finance leases in comparison to the outstanding principal amount of the loan facilities and finance leases if the Partnership was called on its guarantees. See Note 7d relating to the guarantees the Partnership provides for its equity-accounted joint ventures.

4.    Segment Reporting

The Partnership has the following reportable segments, the liquefied natural gas segment, the liquefied petroleum gas segment and the conventional tanker segment. The Partnership sold its 2 remaining conventional tankers, the Toledo Spirit and the Alexander Spirit, in January and October 2019, respectively.

The following tables include results for the Partnership’s segments for the periods presented in these unaudited consolidated financial statements.

 Three Months Ended September 30,
 2020
 Liquefied 
Natural Gas
Segment
$
Liquefied Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Voyage revenues138,953 9,982 148,935 
Voyage expenses(427)(3,523)(3,950)
Vessel operating expenses(25,871)(4,771)(30,642)
Time-charter hire expenses(5,980)(5,980)
Depreciation and amortization(30,658)(1,943)(32,601)
General and administrative expenses(i)
(5,704)(461)(6,165)
Income (loss) from vessel operations70,313 (716)69,597 
Equity income22,674 1,672 24,346 
12


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

 Three Months Ended September 30,
 2019
 Liquefied 
Natural Gas
Segment
$
Liquefied Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Voyage revenues137,21210,8461,597149,655
Voyage recoveries (expenses)286(4,778)(469)(4,961)
Vessel operating expenses(21,890)(4,804)(627)(27,321)
Time-charter hire expenses(5,336)00(5,336)
Depreciation and amortization(32,249)(1,991)(8)(34,248)
General and administrative expenses(i)
(4,787)(397)(209)(5,393)
Write-down of vessels00(785)(785)
Income (loss) from vessel operations73,236(1,124)(501)71,611
Equity income20,2621,034021,296



 Nine Months Ended September 30,
 2020
 Liquefied 
Natural Gas
Segment
$
Liquefied Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Voyage revenues409,345 27,6820437,027
Voyage expenses(2,262)(9,334)0(11,596)
Vessel operating expenses(72,562)(12,591)0(85,153)
Time-charter hire expenses(17,270)00(17,270)
Depreciation and amortization(91,816)(5,053)0(96,869)
General and administrative expenses(i)
(18,708)(1,507)0(20,215)
Write-down of vessels(45,000)0(45,000)
Income (loss) from vessel operations206,727 (45,803)0160,924
Equity income50,651 6,223056,874
 Nine Months Ended September 30,
 2019
 Liquefied 
Natural Gas
Segment
$
Liquefied Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Voyage revenues416,867 28,8646,728452,459
Voyage expenses(4,436)(11,990)(333)(16,759)
Vessel operating expenses(65,591)(12,786)(2,502)(80,879)
Time-charter hire expenses(14,007)00(14,007)
Depreciation and amortization(97,074)(5,942)(696)(103,712)
General and administrative expenses(i)
(15,801)(1,305)(586)(17,692)
Write-down of vessels0(785)(785)
Restructuring charges0(2,976)(2,976)
Income (loss) from vessel operations219,958 (3,159)(1,150)215,649
Equity income (loss)31,132 (2,520)028,612

(i)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).
13


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

A reconciliation of total segment assets to total assets presented in the consolidated balance sheets is as follows:
    
September 30, 2020December 31,
2019
$$
Total assets of the liquefied natural gas segment4,432,6644,924,627
Total assets of the liquefied petroleum gas segment276,831319,695
Unallocated:
Cash and cash equivalents201,036160,221
Advances to affiliates1,9535,143
Consolidated total assets4,912,4845,409,686

5.    Chartered-in Vessels

a) Obligations related to Finance Leases
September 30, 2020December 31,
2019
$$
Total obligations related to finance leases1,358,4851,410,904
Less current portion(71,441)(69,982)
Long-term obligations related to finance leases1,287,0441,340,922

As at September 30, 2020 and December 31, 2019, the Partnership was a party to finance leases on 9 LNG carriers. These 9 LNG carriers were sold by the Partnership to third parties (or Lessors) and leased back under 7.5 to 15-year bareboat charter contracts ending in 2026 through 2034. At inception of these leases, the weighted-average interest rate implicit in these leases was 5.1%. The bareboat charter contracts are presented as obligations related to finance leases on the Partnership's consolidated balance sheets and have purchase obligations at the end of the lease terms.

The obligations of the Partnership under the bareboat charter contracts for the 9 LNG carriers are guaranteed by the Partnership. The guarantee agreements require the Partnership to maintain minimum levels of tangible net worth and aggregate liquidity, and not to exceed a maximum amount of leverage. These covenants are the same as the Partnership's other corporate debt covenants (see Note 8). As at September 30, 2020, the Partnership was in compliance with all covenants in respect of the obligations related to its finance leases.

As at September 30, 2020, the remaining commitments related to the financial liabilities of these 9 LNG carriers, including the amounts to be paid for the related purchase obligations, approximated $1.8 billion, including imputed interest of $417.7 million, repayable through 2034, as indicated below:
Commitments as at
YearSeptember 30, 2020
Remainder of 2020$34,831 
2021$138,601 
2022$136,959 
2023$135,459 
2024$132,011 
Thereafter$1,198,366 

b) Operating Leases

The Partnership has chartered a vessel from its 52%-owned joint venture with Marubeni Corporation (or the MALT Joint Venture) on a time-charter-in contract, whereby the MALT Joint Venture provides use of the vessel to the Partnership and operates the vessel for the Partnership (see Note 10a).

As at September 30, 2020, minimum commitments to be incurred by the Partnership relating to its time-charter-in contract with the MALT Joint Venture were approximately $6.0 million (remainder of 2020), $23.7 million (2021) and $11.1 million (2022). These amounts do not include commitments relating to 2 vessels owned by Teekay BLT Corporation (or the Tangguh Joint Venture) which are described in Note 12b.

14


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

6.    Revenue

The Partnership’s primary source of revenue is chartering its vessels to customers. The Partnership utilizes 3 primary forms of contracts consisting of time-charter contracts, voyage charter contracts and bareboat charter contracts. For a description of these contracts, see Item 18 – Financial Statements: Note 6 in the Partnership’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2019.

Revenue Table

The following tables contain the Partnership’s total revenue for the three and nine months ended September 30, 2020 and 2019, by contract type and by segment.
Three Months Ended September 30, 2020
Liquefied Natural Gas
Segment
$
Liquefied 
Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Time charters136,20300136,203
Voyage charters09,98209,982
Management fees and other income2,750002,750
138,9539,9820148,935
Three Months Ended September 30, 2019
Liquefied Natural Gas
Segment
$
Liquefied 
Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Time charters129,63301,597131,230
Voyage charters010,846010,846
Bareboat charters6,196006,196
Management fees and other income1,383001,383
137,21210,8461,597149,655
Nine Months Ended September 30, 2020
Liquefied Natural Gas
Segment
$
Liquefied 
Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Time charters402,50900402,509
Voyage charters027,682027,682
Management fees and other income6,836006,836
409,34527,6820437,027
Nine Months Ended September 30, 2019
Liquefied Natural Gas
Segment
$
Liquefied 
Petroleum Gas
Segment
$
Conventional
Tanker
Segment
$
Total
$
Time charters394,09206,728400,820
Voyage charters028,864028,864
Bareboat charters18,3870018,387
Management fees and other income4,388004,388
416,86728,8646,728452,459



15


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

The following table contains the Partnership’s total revenue for the three and nine months ended September 30, 2020 and 2019, by contracts or components of contracts accounted for as leases and those not accounted for as leases:
Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
$$$$
Lease revenue
Lease revenue from lease payments of operating leases126,678128,743373,566389,565
Interest income on lease receivables12,65912,97837,92038,741
Variable lease payments - cost reimbursements(1)
1,4751,2773,7953,252
140,812142,998415,281431,558
Non-lease revenue
Non-lease revenue - related to sales-type or direct financing leases5,3735,27414,91016,513
Management fees and other income2,7501,3836,8364,388
8,1236,65721,74620,901
Total148,935149,655437,027452,459

(1)Reimbursements for vessel operating expenditures and dry-docking expenditures received from the Partnership's customers relating to such costs incurred by the Partnership to operate the vessel for the customer pursuant to charter contracts accounted for as operating leases.

Net Investments in Direct Financing Leases and Sales-Type Leases

As at September 30, 2020, the Partnership had 3 LNG carriers, excluding the vessels in its equity-accounted joint ventures, that are accounted for as direct financing leases. For a description of the Partnership's LNG carriers accounted for as direct financing leases, see Item 18 Financial Statements: Note 6 to the Partnership's audited consolidated financial statements included in its Annual Report on Form 20-F for the year ended December 31, 2019.

As at December 31, 2019, the Partnership had 2 additional LNG carriers, the WilForce and the WilPride, that were chartered to Awilco LNG ASA (or Awilco) which were accounted for as sales-type leases. In January 2020, Awilco purchased both LNG carriers from the Partnership and paid the Partnership the associated purchase obligation, deferred hire amounts and interest on deferred hire amounts thereon, totaling $260.4 million relating to these 2 vessels.

As at September 30, 2020, estimated lease payments to be received by the Partnership related to its direct financing leases in each of the next five years were approximately $16.1 million (remainder of 2020), $64.2 million (2021), $64.2 million (2022), $64.0 million (2023), $64.3 million (2024) and an aggregate of $510.6 million thereafter. Two leases are scheduled to end in 2029 and the remaining lease is scheduled to end in 2039.

Operating Leases

As at September 30, 2020, the minimum scheduled future rentals to be received by the Partnership in each of the next five years for the lease and non-lease elements related to charters that were accounted for as operating leases are approximately $124.6 million (remainder of 2020), $464.4 million (2021), $371.3 million (2022), $307.0 million (2023), and $250.8 million (2024). Minimum scheduled future rentals on operating lease contracts do not include rentals from vessels in the Partnership’s equity-accounted joint ventures, rentals from unexercised option periods of contracts that existed on September 30, 2020, variable or contingent rentals, or rentals from contracts which were entered into or commenced after September 30, 2020. Therefore, the minimum scheduled future rentals on operating leases should not be construed to reflect total charter hire revenues for any of these five years.

Contract Liabilities

As at September 30, 2020, the Partnership had $28.9 million of advanced payments recognized as contract liabilities included in unearned revenue (December 31, 2019 – $24.9 million, September 30, 2019 – $22.0 million and January 1, 2019 – $26.4 million). The Partnership recognized $26.4 million and $20.8 million of revenue for the three months ended September 30, 2020 and 2019, respectively, that was recognized as a contract liability at the beginning of such three-month periods. The Partnership recognized $24.9 million and $26.4 million of revenue for the nine months ended September 30, 2020 and 2019, respectively, that was recognized as a contract liability at the beginning of such nine-month periods.

7. Equity-Accounted Joint Ventures

    For a description of the Partnership's equity-accounted joint ventures, see Item 18 - Financial Statements: Note 7a in the Partnership's audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2019. The Partnership's potential credit losses associated with its equity-accounted joint ventures are described in Note 3b and are excluded from the amounts in this note.

16


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

a) As of September 30, 2020 and December 31, 2019, the Partnership had loans outstanding to the Exmar LPG Joint Venture, in which the Partnership has a 50% ownership interest, of $52.3 million. These advances bear interest at LIBOR plus 0.50% and have no fixed repayment terms. For the three and nine months ended September 30, 2020, interest earned on these loans amounted to $0.1 million and $0.7 million, respectively (three and nine months ended September 30, 2019 – $0.4 million and $1.2 million, respectively) and is included in interest income in the Partnership's consolidated statements of income. As of September 30, 2020 and December 31, 2019, the interest accrued on these advances was $NaN and $0.3 million, respectively. Both the advances and the accrued interest on these advances are included in investments in and advances, net to equity-accounted joint ventures in the Partnership’s consolidated balance sheets.

b) As of September 30, 2020 and December 31, 2019, the Partnership had loans outstanding to the Bahrain LNG Joint Venture, in which the Partnership has a 30% ownership interest, of $73.4 million. These advances bear interest at 6.0%. For the three and nine months ended September 30, 2020, interest earned on these loans amounted to $1.1 million and $3.4 million, respectively (three and nine months ended September 30, 2019 – $0.9 million and $2.7 million, respectively). For the three and nine months ended September 30, 2020, the interest earned was included in interest income in the Partnership’s consolidated statements of income and for the three and nine months ended September 30, 2019, the interest earned was capitalized as part of investments in and advances to equity-accounted joint ventures in the Partnership's consolidated balance sheets. As of September 30, 2020 and December 31, 2019, the interest accrued on these advances was $3.9 million and $0.5 million, respectively. Both the advances and the accrued interest on these advances are included in investments in and advances, net to equity-accounted joint ventures in the Partnership’s consolidated balance sheets.

c) During the three and nine months ended September 30, 2020, the MALT Joint Venture returned capital of $7.9 million to the Partnership. This cash distribution was the result of internally generated cash flow from operations of the joint venture and classified as an operating cash flow in the Partnership's consolidated statements of cash flows.

d) The Partnership guarantees its proportionate share of certain loan facilities and obligations on interest rate swaps for its equity-accounted joint ventures for which the aggregate principal amount of the loan facilities and fair value of the interest rate swaps as at September 30, 2020 was $1.4 billion. As of the date these unaudited consolidated financial statements were issued, the Partnership's equity-accounted joint ventures were in compliance with all covenants relating to these loan facilities and interest rate swap agreements that the Partnership guarantees.

8. Long-Term Debt
September 30, 2020December 31, 2019
$$
U.S. Dollar-denominated Revolving Credit Facilities due in 2022125,000212,000
U.S. Dollar-denominated Term Loans and Bonds due from 2020 to 2030895,3821,114,707
Norwegian Krone-denominated Bonds due from 2021 to 2025326,820347,163
Euro-denominated Term Loans due in 2023 and 2024157,156165,376
Other U.S. Dollar-denominated Loans3,300
    Total principal1,504,3581,842,546
Unamortized discount and debt issuance costs(10,729)(11,150)
    Total debt1,493,6291,831,396
Less current portion(291,720)(393,065)
    Long-term debt1,201,9091,438,331

As at September 30, 2020, the Partnership had 2 revolving credit facilities available, which, as at such date, provided for borrowings of up to $354.8 million (December 31, 2019 – $378.2 million), of which $229.8 million (December 31, 2019 – $166.2 million) was undrawn. Interest payments are based on LIBOR plus a margin, where margins ranged from 1.40% to 2.25%. The amount available under the 2 revolving credit facilities will be reduced by $24.4 million in 2021 and $330.4 million in 2022, when both revolving credit facilities mature. The revolving credit facilities may be used by the Partnership to fund general partnership purposes. NaN of the revolving credit facilities is unsecured, while the other revolving credit facility is collateralized by first-priority mortgages granted on 2 of the Partnership’s vessels, together with other related security, and includes a guarantee from 2 of the Partnership's subsidiaries of all outstanding amounts.

As at September 30, 2020, the Partnership had 5 U.S. Dollar-denominated term loans and bonds outstanding which totaled $895.4 million in aggregate principal amount (December 31, 2019 – $1.1 billion). Interest payments on the term loans are based on LIBOR plus a margin, where margins ranged from 0.30% to 3.25% and fixed interest payments on the bonds ranging from 4.11% to 4.41%. The 5 combined term loans and bonds require quarterly interest and principal payments and four have balloon or bullet repayments due at maturity. The term loans and bonds are collateralized by first-priority mortgages on the 16 Partnership vessels to which the loans relate, together with certain other related security. In addition, as at September 30, 2020, all of the outstanding term loans were guaranteed by either the Partnership or the ship-owning entities within the RasGas II Joint Venture, in which the Partnership has a 70% ownership interest.

The Partnership has Norwegian Krone (or NOK) 3.1 billion of senior unsecured bonds in the Norwegian bond market that mature through 2025 (December 31, 2019 – NOK 3.1 billion). As at September 30, 2020, the total amount of the bonds, which are listed or for which the
17


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

Partnership has applied for listing on the Oslo Stock Exchange, was $326.8 million (December 31, 2019 – $347.2 million). The interest payments on the bonds are based on Norwegian Interbank Offered Rate (or NIBOR) plus a margin, where margins ranged from 4.60% to 6.00%. The Partnership has entered into cross currency rate swaps, to swap all interest and principal payments of the bonds into U.S. Dollars, with the interest payments fixed at rates ranging from 5.74% to 7.89% and the transfer of principal fixed at $360.5 million upon maturity in exchange for NOK 3.1 billion (see Note 11).

The Partnership has 2 Euro-denominated term loans outstanding, which as at September 30, 2020, totaled 134.1 million Euros ($157.2 million) (December 31, 2019 – 147.5 million Euros ($165.4 million)). Interest payments for one of the term loans are based on the Euro Interbank Offered Rate (or EURIBOR) plus a margin. Interest payments on the remaining term loan are based on EURIBOR where EURIBOR is limited to zero or above zero values, plus a margin. Margins ranged from 0.60% to 1.95% as at September 30, 2020. The terms loans require monthly and semi-annual interest and principal payments. The term loans have varying maturities through 2024. The term loans are collateralized by first-priority mortgages on 2 of the Partnership vessels to which the loans relate, together with certain other related security and are guaranteed by the Partnership and 1 of its subsidiaries.

The weighted-average interest rates for the Partnership’s long-term debt outstanding as at September 30, 2020 and December 31, 2019 were 2.93% and 4.12%, respectively. These rates do not reflect the effect of related interest rate swaps that the Partnership has used to economically hedge certain of its floating-rate debt (see Note 11).

All Euro-denominated term loans and NOK-denominated bonds are revalued at the end of each period using the then-prevailing U.S. Dollar exchange rate. Due primarily to the revaluation of the Partnership’s NOK-denominated bonds, the Partnership’s Euro-denominated term loans and restricted cash, and the change in the valuation of the Partnership’s cross currency swaps, the Partnership incurred foreign exchange (losses) gains of $(7.9) million and $2.9 million for the three months ended September 30, 2020 and 2019, respectively, and $(14.7) million and $(5.1) million for the nine months ended September 30, 2020 and 2019, respectively.

The aggregate annual long-term debt principal repayments required under these revolving credit facilities, loans and bonds subsequent to September 30, 2020 are $35.2 million (remainder of 2020), $412.7 million (2021), $212.7 million (2022), $207.3 million (2023), $103.4 million (2024) and $533.1 million (thereafter).

Certain loan agreements require that (a) the Partnership maintains minimum levels of tangible net worth and aggregate liquidity, (b) the Partnership maintain certain ratios of vessel values related to the relevant outstanding loan principal balance, (c) the Partnership not exceed a maximum amount of leverage, and (d) certain of the Partnership’s subsidiaries maintain restricted cash deposits. As at September 30, 2020, the Partnership has 3 credit facilities with an aggregate outstanding loan balance of $369.7 million that require it to maintain minimum vessel-value-to-outstanding-loan-principal-balance ratios of 115%, 120% and 135%, which as at September 30, 2020, were 234%, 140% and 203%, respectively. The vessel values used in calculating these ratios are the appraised values provided by third parties, where available, or prepared by the Partnership based on second-hand sale and purchase market data. Since vessel values can be volatile, the Partnership’s estimates of market value may not be indicative of either the current or future prices that could be obtained if the Partnership sold any of the vessels. The Partnership’s ship-owning subsidiaries may not, among other things, pay dividends or distributions if the Partnership's subsidiaries are in default under their term loans and, in addition, 1 of the term loans in the RasGas II Joint Venture requires it to satisfy a minimum vessel value to outstanding loan principal balance ratio to pay dividends. As of the date these unaudited consolidated financial statements were issued, the Partnership was in compliance with all covenants relating to the Partnership’s credit facilities and other long-term debt.

9. Income Tax

The components of the provision for income taxes were as follows:
 Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
$$$$
Current(1,927)(643)(3,308)(4,678)
Deferred507(145)1,180(437)
Income tax expense(1,420)(788)(2,128)(5,115)

Included in the Partnership's current income tax recovery (expense) are provisions for uncertain tax positions relating to freight taxes. The Partnership does not presently anticipate that its provisions for these uncertain tax positions will significantly increase in the next 12 months; however, this is dependent on the jurisdictions in which vessel trading activity occurs. The Partnership reviews its freight tax obligations on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Partnership may change accordingly.

10. Related Party Transactions

a)     The following table and related footnotes provide information about certain of the Partnership's related party transactions for the periods indicated:
18


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

 Three Months Ended September 30,Nine Months Ended September 30,
2020201920202019
$$$$
Voyage revenues (i)(iii)
9,70416,34727,88137,141
Vessel operating (expenses) recoveries (i)(ii)
(1,877)44(4,610)(5,223)
Time-charter hire expenses (iii)
(5,980)(5,336)(17,270)(14,007)
General and administrative expenses (iv)
(3,998)(3,695)(11,583)(12,019)
Equity income (v)
6093691,815811
(i)In September 2018, the Partnership’s FSU, the Bahrain Spirit, commenced its 21-year charter contract with the Bahrain LNG Joint Venture. Voyage revenues from the charter of the Bahrain Spirit to the Bahrain LNG Joint Venture for the three and nine months ended September 30, 2020 amounted to $7.3 million and $21.4 million, respectively ($7.7 million and $23.0 million for the three and nine months ended September 30, 2019, respectively). In addition, the Partnership has an operation and maintenance contract with the Bahrain LNG Joint Venture and had an operating and maintenance subcontract with Teekay Marine Solutions (Bermuda) Ltd. (or TMS), an entity wholly-owned by Teekay Tankers Ltd., which is controlled by Teekay Corporation, relating to the LNG regasification terminal in Bahrain. The contract with TMS was terminated in August 2019 and such services are currently managed by the Partnership. The subcontractor fees from TMS to the Partnership for the three and nine months ended September 30, 2019 of $NaN and $2.0 million, respectively, are included in vessel operating expenses in the Partnership's consolidated statements of income. Fees received in relation to the operation and maintenance contract from the Bahrain LNG Joint Venture for the three and nine months ended September 30, 2020 were $2.4 million and $6.5 million, respectively ($1.4 million and $4.4 million for the three and nine months ended September 30, 2019, respectively) and are included in voyage revenues in the Partnership's consolidated statements of income.

(ii)The Partnership and certain of its operating subsidiaries have entered into service agreements with certain subsidiaries of Teekay Corporation pursuant to which the Teekay Corporation subsidiaries provide to the Partnership and its subsidiaries crew training and technical management services. In addition, as part of the Partnership's acquisition of its ownership interest in the Pan Union Joint Venture in 2014, the Partnership entered into an agreement with a subsidiary of Teekay Corporation whereby Teekay Corporation's subsidiary provided, on behalf of the Partnership, shipbuilding supervision and crew training services for 4 LNG carrier newbuildings in the Pan Union Joint Venture, up to their delivery dates from 2017 to 2019. All costs incurred by these Teekay Corporation subsidiaries related to these services are charged to the Partnership and recorded as part of vessel operating expenses.

(iii)Commencing in September 2018, the Partnership entered into an agreement with the MALT Joint Venture to charter in one of the MALT Joint Venture's LNG carriers, the Magellan Spirit (see Note 5b). The time-charter hire expenses charged for the three and nine months ended September 30, 2020 were $6.0 million and $17.3 million, respectively ($5.3 million and $14.0 million for the three and nine months ended September 30, 2019, respectively). In addition, in May 2019, the Partnership entered into an agreement with a subsidiary of Teekay Corporation to charter out the Magellan Spirit until October 31, 2019. The Partnership recognized revenue of $7.2 million and $9.7 million, respectively, for the three and nine months ended September 30, 2019 from this charter to Teekay Corporation. On October 31, 2019, the subsidiary of Teekay Corporation novated the charter contract to the Partnership and the Partnership is chartering the Magellan Spirit to an external customer until June 2022.

(iv)Includes administrative, advisory, business development, commercial and strategic consulting services charged by Teekay Corporation and reimbursements to Teekay Corporation and the Partnership's General Partner for costs incurred on the Partnership's behalf for the conduct of the Partnership's business.

(v)During the three and nine months ended September 30, 2020, the Partnership charged fees of $0.6 million and $1.8 million, respectively ($0.4 million and $0.8 million for the three and nine months ended September 30, 2019, respectively) to the Yamal LNG Joint Venture relating to the successful bid process for the construction and chartering of 6 ARC7 LNG carriers. The fees are reflected in equity income in the Partnership’s consolidated statements of income.

b)    As at September 30, 2020 and December 31, 2019, non-interest-bearing advances to affiliates totaled $2.0 million and $5.1 million, respectively, and non-interest-bearing advances from affiliates totaled $14.0 million and $7.0 million, respectively. These advances are unsecured and have no fixed repayment terms. Affiliates are entities that are under common control with the Partnership.

c)    The Partnership entered into services agreements with certain subsidiaries of Teekay Corporation pursuant to which the Teekay Corporation subsidiaries provided the Partnership with shipbuilding and site supervision services related to certain LNG carrier newbuildings the Partnership had ordered, which services ended when the Partnership's last wholly-owned LNG newbuilding carrier delivered in January 2019. These costs were capitalized and included as part of vessels and equipment in the Partnership’s consolidated balance sheets. For the nine months ended September 30, 2019, the Partnership incurred shipbuilding and site supervision costs of $1.8 million.

d)    In December 2019, as part of dissolving certain of the Partnership's controlled subsidiaries as a result of a simplification transaction, the Partnership acquired the General Partner's 1% non-controlling interest in certain of the Partnership's subsidiaries for an amount initially estimated at $2.7 million. In April 2020, the purchase price was finalized at $2.2 million.

e)    On May 11, 2020, Teekay Corporation and the Partnership eliminated all of the Partnership's incentive distribution rights, which were held by the General Partner, in exchange for the issuance to a subsidiary of Teekay Corporation of 10.75 million newly-issued common units of the Partnership. The common units were valued at $122.6 million, based on the prevailing unit price at the time of issuance. This was treated as a non-cash transaction in the Partnership's consolidated statements of cash flows. This transaction was approved by the conflicts committee of the General Partner’s board of directors, which was assisted by independent financial and legal advisors.

f)    For other transactions with the Partnership's equity-accounted joint ventures not disclosed above, please refer to Note 7.
19


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)


11. Derivative Instruments and Hedging Activities

The Partnership uses derivative instruments in accordance with its overall risk management policy.

Foreign Exchange Risk

From time to time, the Partnership economically hedges portions of its forecasted expenditures denominated in foreign currencies with foreign currency forward contracts. As at September 30, 2020, the Partnership was not committed to any foreign currency forward contracts.

The Partnership entered into cross currency swaps concurrently with the issuance of its NOK-denominated senior unsecured bonds (see Note 8), and pursuant to these swaps, the Partnership receives the principal amount in NOK on maturity dates of the swaps in exchange for payments of a fixed U.S. Dollar amount. In addition, the cross currency swaps exchange a receipt of floating interest in NOK based on NIBOR plus a margin for a payment of U.S. Dollar fixed interest. The purpose of the cross currency swaps is to economically hedge the foreign currency exposure on the payment of interest and principal of the Partnership’s NOK-denominated bonds due in 2021, 2023 and 2025, and to economically hedge the interest rate exposure. The following table reflects information relating to the cross currency swaps as at September 30, 2020.

  Floating Rate Receivable   
Principal
Amount
NOK (in thousands)
Principal
Amount
$
Reference RateMarginFixed Rate
Payable
Fair Value /
Carrying
Amount of
Asset (Liability)
$
Weighted-
Average
Remaining
Term (Years)
1,200,000146,500NIBOR6.00%7.72%(20,638)1.1
850,000102,000NIBOR4.60%7.89%(18,606)2.9
1,000,000112,000NIBOR5.15%5.74%(5,529)4.9
(44,773)

Interest Rate Risk

The Partnership enters into interest rate swaps which exchange a receipt of floating interest for a payment of fixed interest to reduce the Partnership’s exposure to interest rate variability on certain of its outstanding floating-rate debt. As at September 30, 2020, the Partnership was committed to the following interest rate swap agreements:
Interest
Rate
Index
Principal
Amount
$
Fair
Value /
Carrying
Amount of Asset
(Liability)
$
Weighted-
Average
Remaining
Term
(years)
Fixed
Swap
Rate (i)
LIBOR-Based Debt:
U.S. Dollar-denominated interest rate swaps (ii)
LIBOR106,250(21,523)8.35.2%
U.S. Dollar-denominated interest rate swaps (ii)
LIBOR10,711(201)0.82.8%
U.S. Dollar-denominated interest rate swaps (iii) (iv)
LIBOR148,038(6,272)4.01.4%
U.S. Dollar-denominated interest rate swaps (iii) (iv)
LIBOR302,852(28,903)1.73.5%
U.S. Dollar-denominated interest rate swaps (iv)
LIBOR163,344(13,987)6.22.3%
EURIBOR-Based Debt:
Euro-denominated interest rate swaps (v)
EURIBOR70,577 (6,395)2.93.9%
(77,281)

(i)Excludes the margins the Partnership pays on its floating-rate term loans, which, at September 30, 2020, ranged from 0.30% to 3.25%.
(ii)Principal amount reduces semi-annually.
(iii)Certain of these interest rate swaps are subject to mandatory early termination in 2021 and 2024 whereby the swaps will be settled based on their fair value at that time.
(iv)Principal amount reduces quarterly.
(v)Principal amount reduces monthly.
20


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)


As at September 30, 2020, the Partnership had multiple interest rate swaps and cross currency swaps with the same counterparty that are subject to the same master agreement. Each of these master agreements provides for the net settlement of all swaps subject to that master agreement through a single payment in the event of default or termination of any one swap. The fair value of these derivative instruments is presented on a gross basis in the Partnership’s consolidated balance sheets. As at September 30, 2020, these interest rate swaps and cross currency swaps had an aggregate fair value asset of $NaN (December 31, 2019 – $2.2 million) and an aggregate fair value liability of $100.5 million (December 31, 2019 – $74.6 million). As at September 30, 2020, the Partnership had $8.9 million (December 31, 2019 – $14.3 million) on deposit as security for cross currency swap liabilities under certain master agreements. The deposit is presented in restricted cash – current and restricted cash – long-term on the Partnership's consolidated balance sheets.

Credit Risk

The Partnership is exposed to credit loss in the event of non-performance by the counterparties to the interest rate swap agreements. In order to minimize counterparty risk, the Partnership only enters into derivative transactions with counterparties that are rated A- or better by Standard & Poor’s or A3 or better by Moody’s at the time of the transactions. In addition, to the extent practical, interest rate swaps are entered into with different counterparties to reduce concentration risk.

The following table presents the classification and fair value amounts of derivative instruments, segregated by type of contract, on the Partnership’s consolidated balance sheets.

Accounts receivable
$
Current portion of derivative
assets
$
Derivative
assets
$
Accrued
liabilities
$
Current portion of derivative
liabilities
$
Derivative
liabilities
$
As at September 30, 2020
Derivatives designated as a cash flow hedge:
Interest rate swap agreements000(65)(3,132)(10,790)
Derivatives not designated as a cash flow hedge:
Interest rate swap agreements000(3,426)(26,218)(33,650)
Cross currency swap agreements000(956)(6,266)(37,551)
000(4,447)(35,616)(81,991)
As at December 31, 2019
Derivatives designated as a cash flow hedge:
Interest rate swap agreements000(12)(837)(3,475)
Derivatives not designated as a cash flow hedge:
Interest rate swap agreements213551,834(2,821)(14,758)(28,544)
Foreign currency forward contracts
0000(202)0
Cross currency swap agreements
000(456)(22,661)(18,987)
213551,834(3,289)(38,458)(51,006)
Realized and unrealized losses relating to non-designated interest rate swap agreements, foreign currency forward contracts and the Toledo Spirit time-charter derivative are recognized in earnings and reported in realized and unrealized loss on non-designated derivative instruments in the Partnership’s consolidated statements of income. The effect of the (loss) gain on these derivatives on the Partnership’s consolidated statements of income is as follows:
 Three Months Ended September 30,
 20202019
 Realized
gains
(losses)
Unrealized
gains
(losses)
TotalRealized
gains
(losses)
Unrealized
gains
(losses)
Total
$$$$$$
Interest rate swap agreements(4,947)3,620(1,327)(2,621)(215)(2,836)
Foreign currency forward contracts0000(434)(434)
(4,947)3,620(1,327)(2,621)(649)(3,270)

21


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

 Nine Months Ended September 30,
 20202019
 Realized
gains
(losses)
Unrealized
gains
(losses)
TotalRealized
gains
(losses)
Unrealized
gains
(losses)
Total
$$$$$$
Interest rate swap agreements(11,520)(18,755)(30,275)(7,398)(9,740)(17,138)
Foreign currency forward contracts(241)202(39)0(535)(535)
Toledo Spirit time-charter derivative0000(40)(40)
(11,761)(18,553)(30,314)(7,398)(10,315)(17,713)

Realized and unrealized (losses) gains relating to cross currency swap agreements are recognized in earnings and reported in foreign currency exchange (loss) gain in the Partnership’s consolidated statements of income. The effect of the (loss) gain on these derivatives on the Partnership's consolidated statements of income is as follows:

 Three Months Ended September 30,
 20202019
 Realized
gains
(losses)
Unrealized
gains
(losses)
TotalRealized
gains
(losses)
Unrealized
gains
(losses)
Total
$$$$$$
Cross currency swap agreements(1,669)1,490(179)(1,431)(23,759)(25,190)

 Nine Months Ended September 30,
 20202019
 Realized
gains
(losses)
Unrealized
gains
(losses)
TotalRealized
gains
(losses)
Unrealized
gains
(losses)
Total
$$$$$$
Cross currency swap agreements(4,916)(2,169)(7,085)(3,952)(25,818)(29,770)
Cross currency swap agreements maturity
(33,844)0(33,844)
(38,760)(2,169)(40,929)(3,952)(25,818)(29,770)

For the periods indicated, the following table presents the gains or losses on interest rate swap agreements designated and qualifying as cash flow hedges and their impact on other comprehensive loss (or OCI). The following table excludes any interest rate swap agreements designated and qualifying as cash flow hedges in the Partnership’s equity-accounted joint ventures.

Three Months Ended September 30, 2020Three Months Ended September 30, 2019
Amount of Gain Recognized in OCI
$
Amount of Loss Reclassified from Accumulated OCI to Interest Expense
$
Amount of Loss Recognized in OCI
$
Amount of Gain Reclassified from Accumulated OCI to Interest Expense
$
616(835)(2,244)22
Nine Months Ended September 30, 2020Nine Months Ended September 30, 2019
Amount of Loss Recognized in OCI
$
Amount of Loss Reclassified from Accumulated OCI to Interest Expense
$
Amount of Loss Recognized in OCI
$
Amount of Gain Reclassified from Accumulated OCI to Interest Expense
$
(9,610)(1,469)(9,646)430
22


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)


12. Commitments and Contingencies

a) The Partnership’s share of commitments to fund equipment installation and other construction contract costs as at September 30, 2020 are as follows:
Total
$
Remainder of
2020
$
2021
$
2022
$
Certain consolidated LNG carriers (i)
42,9103,31624,58315,011
Bahrain LNG Joint Venture (ii)
11,339011,3390
54,2493,31635,92215,011

(i)In June 2019, the Partnership entered into an agreement with a contractor to supply equipment on certain of the Partnership's LNG carriers in 2021 and 2022, for an estimated installed cost of $59.5 million. As at September 30, 2020, the estimated remaining cost of this installation was $42.9 million.

(ii)The Partnership has a 30% ownership interest in the Bahrain LNG Joint Venture which has an LNG receiving and regasification terminal in Bahrain. As at September 30, 2020, the Partnership's proportionate share of the estimated remaining cost of $11.3 million relates to the final construction installment on the LNG terminal. The Bahrain LNG Joint Venture has remaining debt financing of $24 million, which is undrawn, of which $7 million relates to the Partnership's proportionate share of the construction commitments included in the table above.

b)     The Partnership owns 70% of the Tangguh Joint Venture, which is a party to operating leases whereby the Tangguh Joint Venture is leasing the Tangguh Hiri and Tangguh Sago LNG carriers (or the Tangguh LNG Carriers) to a third party, which is in turn leasing the vessels back to the joint venture. The amounts referenced in Note 5b do not include the Partnership’s minimum charter hire payments to be paid and received under these leases, which are described in more detail in Item 18 Financial Statements: Note 14 to the Partnership’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2019. Under the terms of the leasing arrangement for the Tangguh LNG Carriers, whereby the Tangguh Joint Venture is the lessee, the lessor claims tax depreciation on its lease of these vessels. As is typical in these types of leasing arrangements, tax and change of law risks are assumed by the lessee. Lease payments under the lease arrangements are based on certain tax and financial assumptions at the commencement of the leases. If an assumption proves to be incorrect, the lessor is entitled to increase the lease payments to maintain its agreed after-tax margin. As at September 30, 2020, the carrying amount of this estimated tax indemnification obligation relating to the leasing arrangement through the Tangguh Joint Venture was $5.8 million (December 31, 2019 – $6.1 million) and is included as part of other long-term liabilities in the consolidated balance sheets of the Partnership.

c)     Management is required to assess whether the Partnership will have sufficient liquidity to continue as a going concern for the one-year period following the issuance of its consolidated financial statements. The Partnership had a working capital deficit of $301.9 million as at September 30, 2020. This working capital deficit includes $291.7 million related to scheduled maturities and repayments of long-term debt in the 12 months following September 30, 2020. Based on the Partnership’s liquidity at the date these unaudited consolidated financial statements were issued, the liquidity it expects to generate from operations over the following year, the cash distributions it expects to receive from its equity-accounted joint ventures and expected debt refinancings, the Partnership estimates that it will have sufficient liquidity to continue as a going concern for at least the one-year period following the issuance of these unaudited consolidated financial statements.

13. Partnership Units and Net Income Per Common Unit

As at September 30, 2020, approximately 58.6% of the Partnership’s common units outstanding were held by the public. The remaining common units, as well as the 1.8% general partner interest, were held by subsidiaries of Teekay Corporation. All of the Partnership's outstanding Series A Cumulative Redeemable Perpetual Preferred Units (or the Series A Preferred Units) and Series B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (or the Series B Preferred Units) are held by the public.

On May 11, 2020, Teekay Corporation and the Partnership agreed to eliminate all of the Partnership's incentive distribution rights, which were held by the General Partner, in exchange for the issuance to a Teekay Corporation subsidiary of 10.75 million newly-issued common units of the Partnership. The common units were valued at $122.6 million, based on the prevailing unit price at the time of issuance. This transaction has decreased the General Partner’s equity by $2.3 million representing its 1.8% proportionate share of the cost to eliminate the incentive distribution rights. This transaction has increased the limited partners’ equity by $2.3 million, representing the excess value of the common units issued over its 98.2% share of the cost to eliminate the incentive distribution rights. Subsequent to the elimination of the Partnership’s incentive distribution rights, the amount of net income attributable to the limited partners and General Partner is based on the limited partners' and General Partner’s respective ownership percentages. For information on how the General Partner’s and common unitholders’ interests in net income were calculated prior to May 11, 2020, please refer to Item 18 – Financial Statements: Note 16 to the Partnership’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2019.

Net Income Per Common Unit

Limited partners' interest in net income per common unit is determined by dividing net income, after deducting the amount of net income attributable to the non-controlling interests, the General Partner’s interest and the distributions on the Series A and Series B Preferred
23


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

Units, by the weighted-average number of common units outstanding during the period. The computation of limited partners’ interest in net income per common unit - diluted assumes the exercise of all dilutive restricted units using the treasury stock method. The computation of limited partners’ interest in net loss per common unit - diluted does not assume such exercises as the effect would be anti-dilutive. The distributions on the Series A and Series B Preferred Units for the three and nine months ended September 30, 2020 and 2019 were $6.4 million and $19.3 million, respectively.

Three Months Ended September 30,
20202019
$$
Limited partners' interest in net income for basic net income per common unit33,25540,122
Weighted average number of common units86,951,23478,012,514
Dilutive effect of unit-based compensation89,81294,256
Weighted average number of common units and common unit equivalents87,041,04678,106,770
Limited partner's interest in net income per common unit:
   Basic0.380.51
   Diluted0.380.51

Nine Months Ended September 30,
20202019
$$
Limited partners' interest in net income for basic net income per common unit32,42164,820
Weighted average number of common units82,010,75378,402,239
Dilutive effect of unit-based compensation99,07386,092
Weighted average number of common units and common unit equivalents82,109,82678,488,331
Limited partner's interest in net income per common unit:
   Basic0.400.83
   Diluted0.390.83

Common Unit Repurchases

In December 2018, the Partnership announced that the General Partner's Board of Directors had authorized a common unit repurchase program for the repurchase of up to $100 million of the Partnership's common units. During the three and nine months ended September 30, 2020, the Partnership repurchased NaN common units and 1.4 million common units, respectively, for $NaN and $15.3 million, respectively, and associated general partnership interest of $NaN and $0.3 million, respectively. For the three and nine months ended September 30, 2019, the Partnership repurchased 0.9 million common units and 1.9 million common units, respectively, for $13.4 million and $25.2 million, respectively, and associated general partnership interest of $0.3 million and $0.5 million, respectively. Since the announcement of the common unit repurchase program, the Partnership has repurchased a total of 3.6 million common units for a total cost of $44.2 million. As at September 30, 2020, the remaining dollar value of units that may be purchased under the program is approximately $55.8 million.

14. Restructuring Charges

In January 2019, the charterer, who was also the owner of the Toledo Spirit conventional tanker, sold the vessel to a third party. As a result of this sale, the Partnership returned the vessel to the owner and incurred seafarer severance payments of $3.0 million for the nine months ended September 30, 2019 which were presented as restructuring charges in the Partnership's consolidated statements of income. As at September 30, 2020 and December 31, 2019, the remaining balance of unpaid restructuring charges of $0.6 million is included in accrued liabilities in the Partnership's consolidated balance sheets.
15. Write-down of Vessels

a) In March 2020, the carrying values for 6 of the Partnership's 7 wholly-owned multi-gas carriers (the Unikum Spirit, Vision Spirit, Pan Spirit, Cathinka Spirit, Camilla Spirit and Sonoma Spirit), were written down to their estimated fair values, using appraised values, primarily due to the lower near-term outlook for these types of vessels as a result of the economic environment at that time (including the COVID-19 pandemic), as well as the Partnership receiving notification that the Partnership's then-existing commercial management agreement with a third-party commercial manager will dissolve and be replaced by a new commercial management agreement in September 2020. The total impairment charge of $45.0 million is included in write-down of vessels for the nine months ended September 30, 2020 in the Partnership's consolidated statements of income.

24


TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. Dollars, except unit and per unit data and foreign currency exchange rates or unless otherwise indicated)

b) The Partnership recorded a write-down on the Alexander Spirit conventional tanker of $0.8 million for the three and nine months ended September 30, 2019 in the Partnership's consolidated statements of income. On October 16, 2019, the Alexander Spirit conventional tanker was sold for net proceeds of $11.5 million.

16. Supplemental Cash Flow Information

a)The following is a tabular reconciliation of the Partnership's cash, cash equivalents and restricted cash balances for the periods presented in the Partnership's consolidated statements of cash flows.
September 30, 2020December 31, 2019September 30, 2019December 31, 2018
$$$$
Cash and cash equivalents201,036160,221142,860149,014
Restricted cash – current11,22453,68958,10938,329
Restricted cash – long-term42,57739,38133,56235,521
254,837253,291234,531222,864

The Partnership maintains restricted cash deposits relating to certain term loans, collateral for cross currency swaps (see Note 11), performance bond collateral and amounts received from charterers to be used only for dry-docking expenditures and emergency repairs.

b)The sale of the Toledo Spirit by its owner in January 2019 resulted in the vessel being returned to its owner with the obligation related to finance lease being concurrently extinguished. As a result, the sale of the vessel and the concurrent extinguishment of the corresponding obligation related to the finance lease of $23.6 million for the nine months ended September 30, 2019, was treated as a non-cash transaction in the Partnership's consolidated statements of cash flows.

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TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
SEPTEMBER 30, 2020
PART I – FINANCIAL INFORMATION
ITEM 2 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the consolidated financial statements and accompanying notes contained in "Item 1 – Financial Statements" of this Report on Form 6-K and with our audited consolidated financial statements contained in "Item 18 – Financial Statements" and with "Management’s Discussion and Analysis of Financial Condition and Results of Operations" in "Item 5 – Operating and Financial Review and Prospects" of our Annual Report on Form 20-F for the year ended December 31, 2019. Included in our Annual Report on Form 20-F is important information about items that you should consider when evaluating our results, information about the types of contracts we enter into and certain non-GAAP measures we utilize to measure our performance. Unless otherwise indicated, references in this Report to “we,” “us” and “our” and similar terms refer to Teekay LNG Partners L.P. and its subsidiaries.

OVERVIEW

Teekay LNG Partners L.P. is an international provider of marine transportation services for liquefied natural gas (or LNG) and liquefied petroleum gas (or LPG). As of September 30, 2020, we had a fleet of 47 LNG carriers and 30 LPG/multi-gas carriers. Our ownership interests in these vessels range from 20% to 100%. In addition to our fleet, we have a 30% ownership interest in an LNG receiving and regasification terminal in Bahrain.

SIGNIFICANT DEVELOPMENTS IN 2020

Charter Contracts for MALT LNG Carriers

In May 2019, our 52%-owned joint venture with Marubeni Corporation (or the MALT Joint Venture) secured one-year, fixed-rate charter contracts on the Arwa Spirit and Marib Spirit, which commenced in June and July 2019, respectively. During April and May 2020, the MALT Joint Venture secured the following charter contracts: a one-year, fixed-rate charter contract, with a one-year option, for the Arwa Spirit which commenced in May 2020 after its previous charter contract ended; and a six-month charter contract for the Marib Spirit which commenced in June 2020 after its prior charter contract ended. In October 2020, the charterer of the Marib Spirit exercised its options to extend the current charter by 14 months at a higher charter rate, extending the vessel's charter coverage to early-2022, and has another one-year option available.

The MALT Joint Venture also secured an eight-month charter contract for the Methane Spirit, which commenced in July 2020, after its previous charter contract ended.

Bond Issuance

In September 2020, we issued, in the Norwegian bond market, NOK 1 billion in senior unsecured bonds that mature in September 2025. The aggregate principal amount of the bonds was equivalent to $112.0 million and all interest and principal payments have been swapped into U.S. Dollars at a fixed interest rate of 5.74%. We used the net proceeds from the bond offering to repay revolving credit facilities and for general corporate purposes. We are in the process of listing these bonds on the Oslo Stock Exchange.

Incentive Distribution Rights

On May 11, 2020, we and Teekay Corporation agreed to eliminate all of our incentive distribution rights, which were held by Teekay GP (or the General Partner), in exchange for the issuance to a subsidiary of Teekay Corporation of 10.75 million newly-issued common units. The terms of the transaction were approved by the conflicts committee of our General Partner's board of directors. The conflicts committee, which is comprised of independent members of the board of directors of the General Partner, retained independent legal and financial advisors to assist it in evaluating and negotiating the transaction. Following the completion of this transaction on May 11, 2020, Teekay Corporation now owns approximately 36 million of our common units and remains the sole owner of the General Partner, which together represents an economic interest of approximately 42% in us.

Commercial Management Agreement for Multi-gas Vessels

In March 2020, we received notice from our third-party commercial manager (or the Manager), which commercially manages our seven wholly-owned multi-gas vessels, that it would dissolve the pool in which these seven multi-gas vessels were then being managed, effective September 2020, in accordance with its rights in the then-existing commercial management agreement. This notice, along with the lower near-term outlook for these types of vessels that resulted from the economic environment at that time (including the COVID-19 pandemic), impacted our assessment of the expected earnings for these vessels which resulted in a write-down of six of our multi-gas carriers in March 2020 - see "Item 1 – Financial Statements: Note 15 – Write-down of Vessels".

In July 2020, we entered into a new commercial management agreement with the Manager to commercially manage our seven wholly-owned multi-gas vessels for a two-year term, which came into effect in September 2020 upon the vessels redelivering from the previous pool arrangement and termination of the prior commercial management agreement.

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Awilco LNG ASA Purchase Obligations
On January 3 and January 7, 2020, Awilco LNG ASA repurchased the WilPride and WilForce LNG carriers, respectively, and paid us the associated vessel purchase obligations, deferred hire amounts and interest on deferred hire amounts totaling $260.4 million relating to these two vessels. We used the proceeds from the sales to repay $157 million of term loans that were collateralized by these vessels and to fund working capital requirements.

LNG Receiving and Regasification Terminal in Bahrain

In November 2019, our joint venture with National Oil & Gas Authority (or NOGA), Gulf Investment Corporation and Samsung C&T (or the Bahrain LNG Joint Venture), in which we have a 30% interest, completed the mechanical construction and commissioning of the LNG receiving and regasification terminal in Bahrain. The project began receiving terminal use payments in January 2020 under its terminal use agreement with NOGA which ends February 2039.

Quarterly Distributions

As part of our balanced capital allocation strategy, we increased our quarterly cash distributions on our common units by 32% in 2020 from $0.19 per common unit to $0.25 per common unit commencing with the quarterly distribution paid in May 2020.

Common Unit Repurchase Program

In December 2018, we announced that our General Partner's board of directors had authorized a common unit repurchase program for the repurchase of up to $100 million of our common units. During the three months ended September 30, 2020, we did not repurchase any common units. During the nine months ended September 30, 2020, we repurchased 1.4 million common units for $15.3 million and associated general partnership interest of $0.3 million. As at November 24, 2020, the remaining dollar value of units that may be purchased under the program is approximately $55.8 million.

Novel Coronavirus (COVID-19) Pandemic

The novel coronavirus pandemic is dynamic, and its ultimate scope, duration and effects on us, our customers and suppliers and our industry are uncertain.

COVID-19 has resulted and may continue to result in a significant decline in global demand for LNG and LPG. As our business primarily is the transportation of LNG and LPG on behalf of our customers, any significant decrease in demand for the cargo we transport could adversely affect demand for our vessels and services. However, as our business model is to employ our vessels primarily on long-term, fee-based charter contracts, we have not experienced, nor do we expect to experience any significant near-term impact on our results of operations or financial condition absent, among other things, customer defaults or crew health issues.

For the nine months ended September 30, 2020, we have not experienced any material business interruptions or negative impact on our cash flows as a result of the COVID-19 pandemic, other than it being a contributing factor to the non-cash write-down of six of our multi-gas vessels as described in "Item 1 - Financial Statements: Note 15 - Write-down of Vessels" in this Report. We are continuing to monitor the potential impact of the pandemic on us, including monitoring counterparty risk associated with our vessels under contract and the impact on vessel impairments, and have introduced a number of measures to protect the health and safety of our crews on our vessels, as well as our onshore staff.

Effects of the current pandemic may include, among others: deterioration of worldwide, regional or national economic conditions and activity and of demand for LNG and LPG; operational disruptions to us or our customers due to worker health risks and the effects of new regulations, directives or practices implemented in response to the pandemic (such as travel restrictions for individuals and vessels and quarantining and physical distancing); potential delays in (a) the loading and discharging of cargo on or from our vessels, (b) vessel inspections and related certifications by class societies, customers or government agencies, (c) maintenance, modifications or repairs to, or drydocking of, our existing vessels due to worker health or other business disruptions, and (d) the timing of crew changes; reduced cash flow and financial condition, including potential liquidity constraints; potential reduced access to capital as a result of any credit tightening generally or due to continued declines in global financial markets; potential reduced ability to opportunistically sell any of our vessels on the second-hand market, either as a result of a lack of buyers or a general decline in the value of second-hand vessels; potential decreases in the market values of our vessels and any related impairment charges or breaches relating to vessel-to-loan financial covenants; potential disruptions, delays or cancellations in the construction of new LNG projects (including production, liquefaction, regasification, storage and distribution facilities), which could reduce our future growth opportunities; and potential deterioration in the financial condition and prospects of our customers or business partners.

Given the dynamic nature of the pandemic, the duration of any potential business disruption and the related financial impact cannot be reasonably estimated at this time, and could materially affect our business, results of operations and financial condition.

IMO 2020 Low Sulfur Fuel Regulation
Effective January 1, 2020, the International Maritime Organization (or IMO) imposed a 0.50% m/m (mass by mass), global limit for sulfur in fuel oil used onboard ships. To comply with this new regulatory standard, ships may utilize different fuels containing low or zero sulfur or utilize exhaust gas cleaning systems, known as “scrubbers”. To date, we have not installed any scrubbers on our existing fleet, but we have taken and continue to take steps to comply with the 2020 sulfur limit. Detailed plans to address this changeover have been successfully implemented. In
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addition, we communicated with our charterers in seeking to promote the use of LNG as the primary fuel whenever possible. All charterers accepted the rationale as a logical means of compliance. Vessels are supplied with compliant low sulfur heavy fuel oil and low sulfur marine gas oil which are used as pilot fuels, maneuvering or heel out situations, or in the case of heavy fuel oil only vessels, as the primary fuel. Under time charters, as both the LNG and compliant fuel is supplied by the charterers, there has been minimal impact on net voyage revenues for our LNG fleet.

RESULTS OF OPERATIONS

Summary of Consolidated Income from Vessel Operations

Our consolidated income from vessel operations decreased to $160.9 million for the nine months ended September 30, 2020, compared to $215.6 million in the same period of the prior year. The primary reasons for this decrease are reflected in the table below and described following the table:

tgp-20200930_g1.jpg
a decrease of $45.0 million due to the write-down of six multi-gas carriers during the first quarter of 2020;

a decrease of $13.2 million due to the sales of the Toledo Spirit, Alexander Spirit, WilPride, and WilForce between January 2019 and January 2020;

a decrease of $6.3 million primarily due to an increase in vessel operating expenses due to timing of repairs and maintenance expenditures, and an increase in general and administrative expenses related to professional fees associated with the elimination of our incentive distribution rights; and

a decrease of $4.6 million due to lower rate earned for the Bahrain Spirit in 2020 as the vessel was trading as a floating storage unit (or FSU) for the majority of the nine months ended September 30, 2020 compared to higher rates earned when it traded as an LNG carrier in 2019 prior to the completion of the LNG terminal in Bahrain in November 2019, and lower rate earned on the redeployment of the Magellan Spirit in May 2019;

partially offset by:

an increase of $14.6 million due to fewer off-hire days primarily for scheduled dry dockings and unscheduled repairs for certain vessels.


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Summary of Equity Income

Our equity income from equity-accounted joint ventures increased to $56.9 million for the nine months ended September 30, 2020, compared to $28.6 million in the same period of the prior year. The primary reasons for this increase are reflected in the table below and described following the table:


tgp-20200930_g2.jpg
an increase of $37.4 million due to the deliveries of four ARC7 LNG carrier newbuildings (the Nikolay Yevgenov, the Vladimir Voronin, the Georgiy Ushakov and the Yakov Gakkel) in June 2019, August 2019, November 2019, and December 2019, respectively; delivery of the Pan Africa in January 2019; and the commencement of the terminal use agreement of the Bahrain Joint Venture in January 2020; and

an increase of $14.3 million due to higher charter rates earned by certain vessels in the MALT Joint Venture and Exmar LPG Joint Venture;

partially offset by:

a decrease of $24.7 million for the nine months ended September 30, 2020 compared to the same period of the prior year due to higher unrealized losses on non-designated interest rate swaps and credit loss provision recognized primarily due to the commencement of the sales-type lease for the Bahrain regasification terminal and associated FSU in January 2020 and due to declines in estimated charter-free valuations for certain types of LNG carriers servicing time-charter contracts accounted for as direct financing and sales-type leases (see “Item 1 – Financial Statements: Note 2 – Accounting Pronouncements and Note 3 – Financial Instruments”).

Liquefied Natural Gas Segment

As at September 30, 2020, our liquefied natural gas segment fleet included 47 LNG carriers and one LNG regasification terminal in Bahrain, in which our interests ranged from 20% to 100%.

The following table compares our liquefied natural gas segment’s operating results, revenue days, calendar-ship-days and utilization for the three and nine months ended September 30, 2020 and 2019, and compares its net voyage revenues (which is a non-GAAP financial measure) for the three and nine months ended September 30, 2020 and 2019 to voyage revenues, the most directly comparable GAAP financial measure. With the exception of equity income, all data in this table only includes the 23 LNG carriers as at September 30, 2020, compared to 25 LNG carriers as at September 30, 2019, that are accounted for under the consolidation method of accounting. A comparison of the results from vessels and assets accounted for under the equity method is described later in this section under "Equity Income".
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(in thousands of U.S. Dollars, except revenue days,
calendar-ship-days and percentages)
Three Months Ended September 30,% Change
20202019
Voyage revenues138,953137,2121.3
Voyage (expenses) recoveries(427)286249.3
Net voyage revenues138,526137,4980.7
Vessel operating expenses(25,871)(21,890)18.2
Time-charter hire expense(5,980)(5,336)12.1
Depreciation and amortization(30,658)(32,249)(4.9)
General and administrative expenses(1)
(5,704)(4,787)19.2
Income from vessel operations70,31373,236(4.0)
Equity income22,67420,26211.9
Operating Data:
Revenue Days (A)2,0702,511(17.6)
Calendar-Ship-Days (B)2,1162,576(17.9)
Utilization (A)/(B)97.8%97.5%


(in thousands of U.S. Dollars, except revenue days,
calendar-ship-days and percentages)
Nine Months Ended September 30,% Change
20202019
Voyage revenues409,345416,867(1.8)
Voyage expenses(2,262)(4,436)(49.0)
Net voyage revenues407,083412,431(1.3)
Vessel operating expenses(72,562)(65,591)10.6
Time-charter hire expense(17,270)(14,007)23.3
Depreciation and amortization(91,816)(97,074)(5.4)
General and administrative expenses(1)
(18,708)(15,801)18.4
Income from vessel operations206,727219,958(6.0)
Equity income50,65131,13262.7
Operating Data:
Revenue Days (A)6,2536,868(9.0)
Calendar-Ship-Days (B)6,3127,071(10.7)
Utilization (A)/(B)99.1%97.1%

(1)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of resources).

Our liquefied natural gas segment’s total calendar-ship-days decreased by 10.7% to 6,312 days for the nine months ended September 30, 2020, from 7,071 days for the same period of the prior year as a result of the sale of the WilForce and WilPride LNG carriers in January 2020, partially offset by the delivery of the Yamal Spirit in January 2019. During the nine months ended September 30, 2020, vessels in this segment were off-hire for 32 days for a scheduled dry dock and 27 days for unscheduled repairs, compared to vessels in this segment being off-hire for 140 days for scheduled dry dockings, 41 days for unscheduled repairs and being idle for 22 days for repositioning to other charters in the same period of the prior year. As a result, our utilization increased to 99.1% for the nine months ended September 30, 2020, compared to 97.1% for the same period of the prior year.
Net Voyage Revenues. Net voyage revenues increased by $1.0 million and decreased by $5.3 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods of the prior year, primarily as a result of:

increases of $5.4 million and $8.7 million for the three and nine months ended September 30, 2020, respectively, due to the Galicia Spirit's scheduled dry dock for 37 days during the first quarter of 2019, the Madrid Spirit being off-hire for 20 days for unscheduled repairs during the first quarter of 2019 and 62 days for a scheduled dry dock during the third quarter of 2019;


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an increase of $2.0 million the three months ended September 30, 2020, primarily due to lower performance claims on certain of our LNG carriers;

increases of $1.0 million and $2.1 million for the three and nine months ended September 30, 2020, respectively, due to higher fees received in relation to the operation and maintenance contract from the Bahrain LNG Joint Venture following the completion of the mechanical construction and commissioning of the LNG terminal in Bahrain (partially offset by an increase in vessel operating expenses);

an increase of $4.9 million for the nine months ended September 30, 2020, due to 70 off-hire days between March and May 2019 for repositioning and a scheduled dry docking of the Magellan Spirit, net of lower rates earned on redeployment in May 2019; and

an increase of $2.4 million for the nine months ended September 30, 2020, due to the delivery of the Yamal Spirit in January 2019;

partially offset by:

decreases of $6.2 million and $18.4 million for the three and nine months ended September 30, 2020, respectively, due to the sale of the WilForce and WilPride LNG carriers in January 2020;

decreases of $1.3 million and $0.9 million for the three and nine months ended September 30, 2020, respectively, primarily due to 32 off-hire days for a scheduled dry docking of the Polar Spirit commencing in August 2020;

decreases of $0.4 million and $1.6 million for the three and nine months ended September 30, 2020, respectively, as the Bahrain Spirit earned a higher rate when it traded as an LNG carrier in 2019 prior to the completion of the mechanical construction and commissioning of the Bahrain LNG Joint Venture's LNG terminal in Bahrain in November 2019 compared to trading as a FSU for the majority of the nine months ended September 30 2020; and

a decrease of $2.6 million for the nine months ended September 30, 2020, primarily due to higher performance claims on certain of our LNG carriers.

Vessel Operating Expenses. Vessel operating expenses increased by $4.0 million and $7.0 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods of the prior year, primarily as a result of:

increases of $3.2 million and $6.3 million for the three and nine months ended September 30, 2020, respectively, related to the timing of repairs and maintenance expenditures performed on certain of our LNG carriers; and

an increase of $1.0 million for the nine months ended September 30, 2020 related to additional operating expenses incurred following the completion of the mechanical construction and commissioning of the LNG terminal in Bahrain (offset in net voyage revenues).

Time-Charter Hire Expense. Time-charter hire expenses increased by $0.6 million and $3.3 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods of the prior year, primarily due to a claim reimbursement received during the third quarter of 2019 and 70 off-hire days between March and May 2019 for repositioning and a scheduled dry docking of the Magellan Spirit.

Depreciation and Amortization. Depreciation and amortization decreased by $1.6 million and $5.3 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods of the prior year, primarily due to the sale of the WilForce and WilPride LNG carriers in January 2020, partially offset by the increase relating to the delivery of the Yamal Spirit in January 2019.

Equity Income. Equity income was $22.7 million and $50.7 million for the three and nine months ended September 30, 2020 compared to $20.3 million and $31.1 million for the same periods of the prior year as set forth in the table below:
Equity Income (Loss) from Equity-Accounted LNG Joint Ventures
(in thousands of U.S. Dollars except percentages)Angola
LNG
Carriers
Bahrain LNG Joint VentureExmar
LNG
Carriers
MALT
LNG
Carriers
Pan Union LNG CarriersRasGas III
LNG
Carriers
Yamal LNG Carriers
Total
Equity
   Income(1)
Ownership Percentage33%30%50%52%20-30%40%50%
Three months ended September 30, 20204499271,2372,2792,136(1,245)16,89122,674
Three months ended September 30, 20192,261(7,539)9578,3493,0033,6299,60220,262
Difference(1,812)8,466280(6,070)(867)(4,874)7,2892,412

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Equity Income (Loss) from Equity-Accounted LNG Joint Ventures
(in thousands of U.S. Dollars except percentages)Angola
LNG
Carriers
Bahrain LNG Joint VentureExmar
LNG
Carriers
MALT
LNG
Carriers
Pan Union LNG CarriersRasGas III
LNG
Carriers
Yamal LNG Carriers
Total
Equity
   Income(1)
Ownership Percentage33%30%50%52%20-30%40%50%
Nine months ended September 30, 2020960(28,813)3,43611,9528,5094,47150,13650,651
Nine months ended September 30, 20193,381(18,175)2,6415,2878,3108,82220,86631,132
Difference(2,421)(10,638)7956,665199(4,351)29,27019,519


(1) Equity income for the three and nine months ended September 30, 2020 includes unrealized gains (losses) on non-designated derivative instruments of $2.3 million and ($23.1) million, respectively, and credit loss provision adjustments of $7.1 million and $15.7 million, respectively. Equity income for the three and nine months ended September 30, 2019 includes unrealized losses on non-designated derivative instruments of $5.0 million and $13.2 million, respectively.
Equity-Accounted Joint Ventures - LNG Fleet Count
Angola
LNG
Carriers
Exmar
LNG
Carriers
MALT
LNG
Carriers
Pan Union LNG CarriersRasGas III
LNG
Carriers
Yamal LNG CarriersTotal Number of Vessels
Number of vessels as at September 30, 202041644625
Number of vessels as at September 30, 201941644423
Angola LNG Carriers. The decreases in equity income of $1.8 million and $2.4 million for the three and nine months ended September 30, 2020, respectively, as compared to the same periods of the prior year, were primarily due to a credit loss provision recognized in the third quarter of 2020. The credit loss provision in the third quarter of 2020 primarily relates to a decline of the estimated charter-free valuations of the Angola LNG Carriers, which are servicing time-charter contracts accounted for as direct financing leases, and the impact of such declines on our expectation of the value of such vessels upon completion of their existing charter contracts. The decrease in equity income was partially offset by a decrease in unrealized losses on the joint venture's interest rate swap agreements.
Bahrain LNG Joint Venture. The increase in equity income of $8.5 million for the three months ended September 30, 2020 as compared to the same period of the prior year, was primarily due to the commencement of the terminal use agreement in January 2020. The increase in equity loss of $10.6 million for the nine months ended September 30, 2020 compared to the same period of the prior year was primarily due to an increase in unrealized losses on the joint venture's interest rate swaps due to: a decrease in long-term LIBOR benchmark interest rates relative to the beginning of 2020 and the recognition of a credit loss provision in 2020 upon commencement of the terminal use agreement, which was subsequent to the adoption of the new credit loss standard on January 1, 2020; partially offset by the commencement of the terminal use agreement.
MALT LNG Carriers. The decrease in equity income of $6.1 million for the three months ended September 30, 2020 as compared to the same period of the prior year, was primarily due to lower charter rates upon redeployment of the Marib Spirit and Arwa Spirit during the second quarter of 2020 and the Methane Spirit in July 2020 and recognition of dry dock revenue for the Meridian Spirit upon completion of its scheduled dry dock during the third quarter of 2019. The increase in equity income of $6.7 million for the nine months ended September 30, 2020, as compared to the same period of the prior year, was primarily due to the higher charter rates earned for the Arwa Spirit and Marib Spirit as the vessels commenced one-year, fixed-rate charter contracts in June and July 2019, respectively, as well as scheduled dry dockings and main engine overhauls for certain vessels during the same period of the prior year.
RasGas III LNG Carriers. The decreases in equity income of $4.9 million and $4.4 million for the three and nine months ended September 30, 2020, respectively, as compared to the same periods of the prior year, were primarily due to a credit loss provision recognized during the third quarter of 2020. The credit loss provision in the third quarter of 2020 primarily relates to a decline of the estimated charter-free valuations of the RasGas III LNG Carriers, which are servicing time-charter contracts accounted for as direct financing leases, and the impact of such declines on our expectation of the value of such vessels upon completion of their existing charter contracts.
Yamal LNG Carriers. The increases in equity income of $7.3 million and $29.3 million for the three and nine months ended September 30, 2020, respectively, as compared to the same periods of the prior year, were primarily due to the deliveries of four ARC7 LNG carrier newbuildings (the Nikolay Yevgenov, the Vladimir Voronin, the Georgiy Ushakov and the Yakov Gakkel) in June 2019, August 2019, November 2019, and December 2019, respectively.
Liquefied Petroleum Gas Segment
As at September 30, 2020, our liquefied petroleum gas segment fleet included 23 LPG carriers, in which we own a 50% interest, and seven multi-gas carriers which are wholly-owned.
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The following table compares our liquefied petroleum gas segment’s operating results, revenue days, calendar-ship-days and utilization for the three and nine months ended September 30, 2020 and 2019, and compares its net voyage revenues (which is a non-GAAP financial measure) for the three and nine months ended September 30, 2020 and 2019 to voyage revenues for those same periods, the most directly comparable GAAP financial measure. With the exception of equity income, all data in this table only includes the seven multi-gas carriers that are accounted for under the consolidation method of accounting. A comparison of the results from vessels and assets accounted for under the equity method are described below under "Equity Income (Loss)".
(in thousands of U.S. Dollars, except revenue days,
calendar-ship-days and percentages)
Three Months Ended September 30,% Change
20202019
Voyage revenues9,98210,846(8.0)
Voyage expenses(3,523)(4,778)(26.3)
Net voyage revenues6,4596,0686.4
Vessel operating expenses(4,771)(4,804)(0.7)
Depreciation and amortization(1,943)(1,991)(2.4)
General and administrative expenses(1)
(461)(397)16.1
Loss from vessel operations(716)(1,124)(36.3)
Equity income1,6721,03461.7
Operating Data:
Revenue Days (A)6266191.1
Calendar-Ship-Days (B)644644
Utilization (A)/(B)97.2%96.1%
(in thousands of U.S. Dollars, except revenue days,
calendar-ship-days and percentages)
Nine Months Ended September 30,% Change
20202019
Voyage revenues27,68228,864(4.1)
Voyage expenses(9,334)(11,990)(22.2)
Net voyage revenues18,34816,8748.7
Vessel operating expenses(12,591)(12,786)(1.5)
Depreciation and amortization(5,053)(5,942)(15.0)
General and administrative expenses(1)
(1,507)(1,305)15.5
Write-down of vessels(45,000)100.0
Loss from vessel operations(45,803)(3,159)1,349.9
Equity income (loss)6,223(2,520)346.9
Operating Data:
Revenue Days (A)1,8741,8342.2
Calendar-Ship-Days (B)1,9181,9110.4
Utilization (A)/(B)97.7%96.0%

(1)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of resources).
Our liquefied petroleum gas segment’s total calendar-ship-days increased to 1,918 days for the nine months ended September 30, 2020, compared to 1,911 days for the same period of the prior year. During the nine months ended September 30, 2020, vessels in this segment had 44 off-hire days for scheduled dry docking and repairs, compared to 77 days for scheduled dry dockings and repairs for the same period of the prior year. As a result, our utilization increased to 97.7% for the nine months ended September 30, 2020, compared to 96.0% for the same period of the prior year.

Net Voyage Revenues. Net voyage revenues increased by $0.4 million and $1.5 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods of the prior year, primarily due to higher spot charter rates and less off-hire days in 2020.

Write-down of Vessels. For the nine months ended September 30, 2020, six of our seven wholly-owned multi-gas carriers (the Unikum Spirit, Vision Spirit, Pan Spirit, Cathinka Spirit, Camilla Spirit and Sonoma Spirit), were written down to their estimated fair values as described above in "Significant Developments in 2020 – Commercial Management Agreement for Multi-gas Vessels".

Equity Income (Loss). Equity income increased by $0.6 million and $8.7 million for the three and nine months ended September 30, 2020, respectively, compared to the same periods of the prior year, from our 50% ownership interest in Exmar LPG BVBA (or the Exmar LPG Joint Venture), primarily due to higher charter rates earned, fewer off-hire days and a new vessel, the Sylvie, chartered in commencing in October 2019.

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Conventional Tanker Segment

As at September 30, 2020, we have no conventional tankers, while as at September 30, 2019 our conventional tanker fleet included one Handymax product tanker, the Alexander Spirit. The Toledo Spirit Suezmax tanker was sold in January 2019 and the Alexander Spirit was sold in October 2019. The following table compares our conventional tanker segment’s operating results, revenue days, calendar-ship-days and utilization for the three and nine months ended September 30, 2020 and 2019, and compares its net voyage revenues (which is a non-GAAP financial measure) for the three and nine months ended September 30, 2020 and 2019 to voyage revenues for those same periods, the most directly comparable GAAP financial measure. 
(in thousands of U.S. Dollars, except revenue days,
calendar-ship-days and percentages)
Three Months Ended September 30,% Change
20202019
Voyage revenues1,597(100.0)
Voyage expenses(469)(100.0)
Net voyage revenues1,128(100.0)
Vessel operating expenses(627)(100.0)
Depreciation and amortization(8)(100.0)
General and administrative expenses(1)
(209)(100.0)
Write-down of vessels(785)(100.0)
Loss from vessel operations(501)(100.0)
Operating Data:
Revenue Days (A)92(100.0)
Calendar-Ship-Days (B)92(100.0)
Utilization (A)/(B)—%100.0%

(in thousands of U.S. Dollars, except revenue days,
calendar-ship-days and percentages)
Nine Months Ended September 30,% Change
20202019
Voyage revenues6,728(100.0)
Voyage expenses(333)(100.0)
Net voyage revenues6,395(100.0)
Vessel operating expenses(2,502)(100.0)
Depreciation and amortization(696)(100.0)
General and administrative expenses(1)
(586)(100.0)
Write-down of vessels(785)(100.0)
Restructuring charges(2,976)(100.0)
Loss from vessel operations(1,150)(100.0)
Operating Data:
Revenue Days (A)296(100.0)
Calendar-Ship-Days (B)296(100.0)
Utilization (A)/(B)—%100.0%

(1)Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).

Other Operating Results
General and Administrative Expenses. General and administrative expenses increased to $6.2 million and $20.2 million for the three and nine months ended September 30, 2020, respectively, from $5.4 million and $17.7 million for the same periods in the prior year, primarily due to an increase in professional fees related to the elimination of our incentive distribution rights in May 2020 as described above in "Significant Developments in 2020 – Incentive Distribution Rights" and an increase in insurance premiums and annual subscription fees.
Interest Expense. Interest expense decreased to $30.5 million and $102.4 million for the three and nine months ended September 30, 2020, respectively, from $40.6 million and $123.8 million for the same periods of the prior year. Interest expense primarily reflects interest incurred on our long-term debt and obligations related to finance leases. These changes were primarily the result of:
decreases of $7.7 million and $11.9 million for the three and nine months ended September 30, 2020, respectively, primarily due to a decrease in LIBOR in 2020 and due to principal repayments during 2019 and 2020;

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decreases of $2.3 million and $6.9 million for the three and nine months ended September 30, 2020, respectively, as part of the proceeds from the sale of the WilForce and WilPride were used to the repay our term loans that were collateralized by these vessels; and

a decrease of $2.0 million for the nine months ended September 30, 2020, relating to the expensing of unamortized debt issuance costs upon completion of the debt refinancing on the Sean Spirit in January 2019.
Interest Income. Interest income increased to $1.4 million and $5.5 million for the three and nine months ended September 30, 2020, respectively, from $1.0 million and $3.1 million for the same periods of the prior year primarily due to interest earned from our loan to the Bahrain LNG Joint Venture, which was previously capitalized prior to the completion of the regasification terminal in Bahrain in November 2019.
Realized and Unrealized Loss on Non-designated Derivative Instruments. Net realized and unrealized losses on non-designated derivative instruments were $1.3 million and $30.3 million for the three and nine months ended September 30, 2020, respectively, as compared to $3.3 million and $17.7 million in the same periods of the prior year. Please see “Item 1 – Financial Statements: Note 11 – Derivative Instruments and Hedging Activities" for a further breakdown of such amounts by type of derivative contract and whether such gains (losses) were realized or unrealized.

We enter into interest rate swaps which exchange a receipt of floating interest for a payment of fixed interest to reduce exposure to interest rate variability on certain of our outstanding U.S. Dollar-denominated and Euro-denominated floating rate debt. As at September 30, 2020 and 2019, we had interest rate swap agreements, excluding swap agreements held by our equity-accounted joint ventures, with aggregate average net outstanding notional amounts of approximately $820 million and $792 million, respectively, and with average fixed rates of 3.1% and 3.4%, respectively, for the respective nine-month periods then ended.

Three and nine months ended September 30, 2020

During the three months ended September 30, 2020, we recognized unrealized gains on our interest rate swap agreements associated with our U.S. Dollar-denominated long-term debt. This resulted from a $4.2 million reclassification of previously recognized unrealized losses to realized losses related to cash settlements of our interest rate swaps partially offset by $1.2 million of unrealized losses relating to decreases in long-term forward LIBOR benchmark interest rates relative to June 30, 2020.

During the three months ended September 30, 2020, we recognized unrealized gains on our interest rate swap agreements associated with our Euro-denominated long-term debt. This resulted from a reclassification of $0.8 million of previously recognized unrealized losses to realized losses related to actual cash settlements of our interest rate swaps partially offset by $0.2 million of unrealized losses due to decreases in long-term forward EURIBOR benchmark interest rates relative to June 30, 2020.

During the nine months ended September 30, 2020, we recognized unrealized losses on our interest rate swap agreements associated with our U.S. Dollar-denominated long-term debt. This resulted from $29.7 million of unrealized losses relating to decreases in long-term forward LIBOR benchmark interest rates relative to the beginning of 2020, partially offset by a reclassification of $9.2 million of previously recognized unrealized losses to realized losses related to cash settlements of our interest rate swaps.

During the nine months ended September 30, 2020, we recognized unrealized gains on our interest rate swap agreements associated with our Euro-denominated long-term debt. This resulted from a reclassification of $2.3 million of previously recognized unrealized losses to realized losses related to actual cash settlements of our interest rate swaps partially offset by $0.6 million of unrealized losses due to decreases in long-term forward EURIBOR benchmark interest rates relative to the beginning of 2020.

Three and nine months ended September 30, 2019

During the three months ended September 30, 2019, we recognized unrealized losses on our interest rate swap agreements associated with our U.S. Dollar-denominated long-term debt. This resulted from $2.9 million of unrealized losses relating to decreases in long-term forward LIBOR benchmark interest rates, relative to June 30, 2019, partially offset by a reclassification of $1.8 million of previously recognized unrealized losses to realized losses related to cash settlements of our interest rate swaps.

During the three months ended September 30, 2019, we recognized unrealized gains on our interest rate swap agreements associated with our Euro-denominated long-term debt. This resulted from a reclassification of $0.8 million of previously recognized unrealized losses to realized losses related to actual cash settlements of our interest rate swaps and $0.1 million of unrealized gains relating to increases in long-term forward EURIBOR benchmark interest rates relative to June 30, 2019.

During the nine months ended September 30, 2019, we recognized unrealized losses on our interest rate swap agreements associated with our U.S. Dollar-denominated long-term debt. This resulted from $16.7 million of unrealized losses relating to decreases in long-term forward LIBOR benchmark interest rates, relative to the beginning of 2019, partially offset by a reclassification of $4.8 million of previously recognized unrealized losses to realized losses related to cash settlements of our interest rate swaps.

During the nine months ended September 30, 2019, we recognized unrealized gains on our interest rate swap agreements associated with our Euro-denominated long-term debt. This resulted from a reclassification of $2.6 million of previously recognized unrealized losses to realized losses related to actual cash settlements of our interest rate swaps, partially offset by $0.4 million of unrealized losses relating to decreases in long-term forward EURIBOR benchmark interest rates relative to the beginning of 2019.
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Foreign Currency Exchange (Loss) Gain. Foreign currency exchange (losses) gains were $(7.9) million and $(14.7) million for the three and nine months ended September 30, 2020, respectively, compared to $2.9 million and $(5.1) million for the same periods of the prior year. These foreign currency exchange (losses) gains were primarily due to the relevant period-end revaluation of our NOK-denominated debt and our Euro-denominated term loans for financial reporting purposes into U.S. Dollars, net of the realized and unrealized gains and losses on our cross currency swaps. Gains on NOK-denominated and Euro-denominated monetary liabilities reflect a stronger U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period. Losses on NOK-denominated and Euro-denominated monetary liabilities reflect a weaker U.S. Dollar against the NOK and Euro on the date of revaluation or settlement compared to the rate in effect at the beginning of the period.

For the three months ended September 30, 2020, foreign currency exchange losses included unrealized losses on the revaluation of our Euro-denominated and non-U.S. Dollar-denominated cash, restricted cash, working capital and debt of $5.9 million, unrealized losses on the revaluation of our NOK-denominated debt of $1.8 million, and realized losses on our cross currency swaps of $1.7 million. These losses were partially offset by unrealized gains on our cross currency swaps of $1.5 million.

For the nine months ended September 30, 2020, foreign currency exchange losses included unrealized losses on our cross currency swaps of $35.9 million, unrealized losses on the revaluation of our Euro-denominated and non-U.S. Dollar-denominated cash, restricted cash, working capital and debt of $6.1 million, and realized losses on our cross currency swaps of $4.9 million. These losses were partially offset by unrealized gains on the revaluation of our NOK-denominated debt of $32.2 million.

For the three months ended September 30, 2019, foreign currency exchange gains included unrealized gains on the revaluation of our NOK-denominated debt of $22.2 million, unrealized gains on the revaluation of our Euro-denominated and non-U.S. Dollar-denominated cash, restricted cash, working capital, and debt of $5.9 million. These gains were partially offset by unrealized losses on our cross currency swaps of $23.8 million and realized losses on our cross currency swaps of $1.4 million.

For the nine months ended September 30, 2019, foreign currency exchange losses included unrealized losses on our cross currency swaps of $25.8 million and realized losses on our cross currency swaps of $4.0 million. These losses were partially offset by unrealized gains on the revaluation of our NOK-denominated debt of $17.7 million and unrealized gains on the revaluation of our Euro-denominated and non-U.S. Dollar-denominated cash, restricted cash, working capital and debt of $7.0 million.

Other expense. Other expense increased to $14.1 million and $15.2 million for the three and nine months ended September 30, 2020, respectively, compared to $1.8 million and $2.1 million for the same periods of the prior year primarily due to: a credit loss provision recognized in the third quarter of 2020 as a result of declines of estimated charter-free valuations of certain of our LNG vessels, which are servicing time-charter contracts accounted for as direct financing and sales-type leases, and the impact of such declines on our expectation of the value of such vessels upon completion of their existing charter contracts. The increases in other expense were partially offset by a $1.4 million loss recognized relating to the Torben Spirit sale-leaseback refinancing in September 2019.

Income tax expense. Income tax expense was $1.4 million and $2.1 million for the three and nine months ended September 30, 2020, respectively, compared to $0.8 million and $5.1 million for the same periods of the prior year. The change in income tax expense for the nine months ended September 30, 2020, compared to the same period of the prior year was primarily due to: the utilization of tax loss carryforwards in the Tangguh Joint Venture, in which we have a 70% ownership interest, relating to the tax treatment of intangible assets upon adoption of the new lease standards and decreased voyages to taxable jurisdictions.

Other Comprehensive Income (Loss). Other comprehensive income (loss) was $4.5 million and $(57.5) million for the three and nine months ended September 30, 2020, respectively, compared to other comprehensive loss of $(19.2) million and $(72.5) million for the same periods of the prior year due to changes in the valuation of interest rate swaps accounted for using hedge accounting within the Teekay Nakilat Joint Venture, in which we own a 70% interest, and in certain of our equity-accounted joint ventures. The changes in comprehensive income (loss) for these periods primarily reflects the changes in magnitude in long-term forward LIBOR benchmark interest rates.

Liquidity and Cash Needs

Our business strategy is to employ a substantial majority of our vessels on fixed-rate contracts primarily with large energy companies and their transportation subsidiaries. Our primary liquidity needs for the remainder of 2020 through 2021 include payment of operating expenses, dry-docking expenditures, the funding of general working capital requirements, scheduled repayments and maturities of long-term debt and obligations related to finance leases, debt service costs, committed capital expenditures, our quarterly distributions, including payments of distributions on our Series A and Series B Preferred Units and common units and funding any common and preferred unit repurchases we may undertake. We anticipate that our primary sources of funds for our liquidity needs will be cash flows from operations, proceeds from financings, cash distributions we expect to receive from our equity-accounted joint ventures, and, to a lesser extent, existing undrawn revolving credit facilities. For at least the one-year period following the date of this filing, we expect that our existing liquidity, combined with the cash flow we expect to generate from our operations and receive as dividends from our equity-accounted joint ventures, will be sufficient to finance the majority of our liquidity needs. Our remaining liquidity needs include the need to refinance or repay certain of our loan facilities and bonds maturing during 2021, which we expect to complete. Our capital commitments as at September 30, 2020 are described in “Item 1 – Financial Statements: Note 12 – Commitments and Contingencies”.

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Our ability to continue to expand the size of our fleet over the long-term is dependent upon our ability to generate operating cash flow, obtain long-term bank borrowings, sale-leaseback financing and other debt, as well as our ability to raise debt or equity financing through public or private offerings.

Our revolving credit facilities, term loans and obligations related to finance leases are described in "Item 1 – Financial Statements: Note 5a – Chartered-in Vessels – Obligations related to Finance Leases" and "Item 1 – Financial Statements: Note 8 – Long-Term Debt". They contain covenants and other restrictions typical of debt financing secured by vessels, which restrict the vessel-owning or lessee subsidiaries from: incurring or guaranteeing indebtedness; changing ownership or organizational structure, including mergers, consolidations, liquidations and dissolutions; paying dividends or distributions if we are in default; making capital expenditures in excess of specified levels; making certain negative pledges and granting certain liens; selling, transferring, assigning or conveying assets; making certain loans and investments; and entering into new lines of business. Certain of our credit facilities require us to maintain financial covenants. If we do not meet these financial covenants, the lender or lessor may limit our ability to borrow additional funds under our credit facilities and accelerate the repayment of our revolving credit facilities, term loans and obligations related to finance leases, which would have a significant impact on our short-term liquidity requirements. As at September 30, 2020, we had three facilities with an aggregate outstanding loan balance of $369.7 million that require us to maintain minimum vessel-value-to-outstanding-loan-principal-balance ratios of 115%, 120% and 135%, which as at September 30, 2020 were 234%, 140% and 203%, respectively. The vessel values used in calculating these ratios are the appraised values provided by third parties where available, or prepared by the Partnership based on second-hand sale and purchase market data. Since vessel values can be volatile, our estimate of market value may not be indicative of either the current or future price that could be obtained if the related vessel was actually sold. As of the date these consolidated financial statements were issued, we were in compliance with all covenants relating to our credit facilities, term loans and finance leases. We also guarantee our proportionate share of certain loan facilities and obligations on interest rate swaps for our equity-accounted joint ventures for which the aggregate principal amount of the loan facilities and fair value of the interest rate swaps as at September 30, 2020 was $1.4 billion. As of the date this Report on Form 6-K was issued, our equity-accounted joint ventures were in compliance with all covenants relating to these loan facilities that we guarantee.

As at September 30, 2020, our consolidated cash and cash equivalents were $201.0 million, compared to $160.2 million at December 31, 2019. The change in cash and cash equivalents is explained in the "Cash Flows" section below. Our total liquidity, which consists of cash, cash equivalents and undrawn credit facilities, was $430.8 million as at September 30, 2020, compared to $326.4 million as at December 31, 2019.

As at September 30, 2020, we had a working capital deficit of $301.9 million. This working capital deficit primarily arose from $291.7 million of long-term debt being classified as current at September 30, 2020 relating to scheduled debt maturities and repayments in the 12 months following September 30, 2020. Scheduled debt maturities include $93.2 million of debt maturing in February 2021 and $92.0 million due by June 2021. As at September 30, 2020, we had available liquidity from undrawn revolving credit facilities of $229.8 million.

Cash Flows. The following table summarizes our cash flows for the periods presented:
(in thousands of U.S. Dollars)Nine Months Ended September 30,
 20202019
Net cash flow from operating activities512,571201,963
Net cash flow used for financing activities(501,428)(56,622)
Net cash flow used for investing activities(9,597)(133,674)

Operating Cash Flows. Net cash flow from operating activities increased to $512.6 million for the nine months ended September 30, 2020, from $202.0 million for the same period of the prior year, primarily due to: an increase in cash flows generated by receipts from sales-type leases upon the sale of the WilForce and WilPride in January 2020; the delivery of the Yamal Spirit in January 2019; the return of capital from our 52% owned MALT LNG Joint Venture; the timing of settlements of non-cash working capital; and fewer off-hire days in the nine months of 2020 for scheduled dry dockings and repairs on certain vessels as compared to the same period of the prior year. These increases were partially offset by decreases in operating cash flows as a result of the sales of the Toledo Spirit, Alexander Spirit, WilForce and WilPride between January 2019 and January 2020.
Net cash flow from operating activities depends upon the timing and amount of dry-docking expenditures, repair and maintenance activity, the impact of vessel additions and dispositions on operating cash flows, foreign currency rates, changes in interest rates, timing of dividends received or return of capital from equity-accounted investments, fluctuations in working capital balances and spot market hire rates (to the extent we have vessels operating in the spot market). The number of vessel dry dockings tends to vary each period depending on the vessel's maintenance schedule.

Our equity-accounted joint ventures are generally required to distribute all available cash to their owners. However, we do not have control over the operations of, nor do we have any legal claim to the revenue and expenses of our investments in our equity-accounted joint ventures. Consequently, the cash flow generated by our investments in equity-accounted joint ventures may not be available for use by us in the period that such cash flows are generated. The timing and amount of dividends distributed by our equity-accounted joint ventures are affected by the timing and amounts of debt repayments in the joint ventures, capital requirements of the joint ventures, as well as any cash reserves maintained in the joint ventures for operations, capital expenditures and/or as required under financing agreements.

Financing Cash Flows. Net cash flow used for financing activities increased to $501.4 million for the nine months ended September 30, 2020, from $56.6 million for the same period of the prior year, primarily due to: a $628.4 million increase in debt prepayments and repayments (including $134.0 million for the repayment of bonds and settlement of associated cross currency swaps which matured in May 2020, the prepayment of debt collateralized by the WilForce and WilPride upon their sales in January 2020, and due to the refinancing of one of our
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revolving credit facilities in March 2020); $317.8 million of net proceeds we received from the sale-leaseback financing transaction for the Yamal Spirit and Torben Spirit during the nine months ended September 30, 2019; a $14.9 million increase in cash distributions paid during the nine months ended September 30, 2020 as a result of increases in cash distributions on common units in May 2019 and May 2020 and due to the issuance of 10.75 million common units in May 2020; a $3.3 million increase in dividends paid by the RasGas II Joint Venture to its non-controlling interest during the nine months ended September 30, 2020; and $2.2 million used to acquire the non-controlling interest in certain of our subsidiaries during the nine months ended September 30, 2020. These increases in cash used for financing activities during the nine months ended September 30, 2020, were partially offset by: a $398.1 million increase in net proceeds from the issuance of long-term debt, $111.6 million used to repurchase the Torben Spirit from the original bank lessor upon completion of a new sale-leaseback agreement in September 2019 and a $10.1 million decrease in cash used to repurchase common units in 2020.

Investing Cash Flows. Net cash flow used for investing activities decreased to $9.6 million for the nine months ended September 30, 2020, compared to $133.7 million for the same period of the prior year, primarily due to a $81.9 million decrease in cash expenditures for vessels and equipment as a result of the delivery of the final wholly-owned LNG carrier newbuilding, the Yamal Spirit, in 2019 and equity injections of $42.1 million to the Yamal LNG Joint Venture by us during the nine months ended September 30, 2019, primarily to fund vessel deliveries.


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Contractual Obligations and Contingencies

The following table summarizes our contractual obligations as at September 30, 2020:
TotalRemainder of 20202021202220232024Beyond 2024
 (in millions of U.S. Dollars)
U.S. Dollar-Denominated Obligations:
Long-term debt:(1)
       Scheduled repayments424.124.771.4 58.955.252.1161.8
       Repayments at maturity596.3185.1 125.022.1264.1
Commitments related to finance leases(1) (2)
1,776.334.8138.6 137.0135.5132.01,198.4
Commitments related to operating leases(3)
244.212.047.6 34.923.923.9101.9
Equipment and other construction contract costs(4)
54.23.335.9 15.0
Total U.S. Dollar-denominated obligations3,095.174.8478.6 370.8214.6230.11,726.2
Euro-Denominated Obligations(5)
Long-term debt(1)
157.210.527.6 28.861.129.2
Total Euro-denominated obligations157.210.527.6 28.861.129.2
Norwegian Krone-Denominated Obligations(5)
Long-term debt(1)
326.8128.6 91.0107.2
Total Norwegian Krone-denominated obligations326.8128.6 91.0107.2
Totals3,579.185.3634.8 399.6366.7259.31,833.4
 
(1)Our interest-bearing obligations include bonds, commercial bank debt and obligations related to finance leases. Please read “Item 1 - Financial Statements: Note 5a - Chartered-in Vessels" and “Item 1 - Financial Statements: Note 8 - Long-Term Debt” for the terms upon which future interest payments are determined as well as “Item 1 - Financial Statements: Note 11 - Derivative Instruments and Hedging Activities" for a summary of the terms of our derivative instruments which hedge certain of our floating rate interest-bearing obligations.

(2)Includes, in addition to lease payments, amounts we are required to pay to purchase the leased assets at the end of their respective lease terms.

(3)We have corresponding leases whereby we are the lessor and expect to receive approximately $230.4 million under these leases from the remainder of 2020 to 2029.

(4)The Bahrain LNG Joint Venture, in which we have a 30% ownership interest, has an LNG receiving and regasification terminal in Bahrain. The Bahrain LNG Joint Venture completed the mechanical construction and commissioning of the Bahrain terminal in late-2019 and began receiving terminal use payments in early-2020 under its 20-year agreement with NOGA. As at September 30, 2020, our 30% share of the estimated remaining costs included in the table above is $11.3 million, of which the Bahrain LNG Joint Venture has secured undrawn debt financing of $7 million related to our proportionate share.

    In June 2019, the Partnership entered into an agreement with a contractor to supply equipment on certain of our LNG carriers in 2021 and 2022, for an estimated installed cost of $59.5 million. As at September 30, 2020, the estimated remaining costs of this installation was $42.9 million.

(5)Euro-denominated and NOK-denominated obligations are presented in U.S. Dollars and have been converted using the prevailing exchange rates as of September 30, 2020.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. The details of our equity-accounted joint ventures are shown in “Item 18 – Notes to Consolidated Financial Statements: Note 7 – Equity-Accounted Joint Ventures” of our Annual Report on Form 20-F for the year ended December 31, 2019.

Critical Accounting Estimates

We prepare our consolidated financial statements in accordance with GAAP, which require us to make estimates in the application of our accounting policies based on our best assumptions, judgments and opinions. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our consolidated financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could materially differ from our assumptions and estimates, and such differences could be material. Accounting estimates and assumptions discussed in "Item 5 – Operating and Financial Review and Prospects – Critical Accounting Estimates" of our Annual Report on Form 20-F for the year ended December 31, 2019, are those that we consider to be the most critical to an understanding of our financial statements, because they inherently involve significant judgments and uncertainties. For a further description of our critical accounting policies, please read "Item 5 – Operating and Financial Review and Prospects – Critical Accounting Estimates" and "Item 18 – Financial Statements: Note 1 – Summary of Significant Accounting Policies" in our Annual Report on Form 20-F for the year ended December 31, 2019. Other than what has been disclosed in "Item 1
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– Financial Statements: Note 2 – Accounting Pronouncements" and the "Credit Losses" section below, there have been no significant changes in accounting estimates and assumptions from those discussed in the 2019 Annual Report on Form 20-F.

Credit Losses

In June 2016, the Financial Accounting Standards Board (or FASB) issued ASU 2016-13. ASU 2016-13 introduced a new credit loss methodology, which requires earlier recognition of credit losses, while providing additional transparency about credit risk. This new credit loss methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity debt securities and other receivables at the time the financial asset is originated or acquired. The expected credit losses are subsequently adjusted each period for changes in expected lifetime credit losses. This methodology replaced multiple impairment methods under previous GAAP for these types of assets, which generally required that a loss be incurred before it was recognized. We adopted ASU 2016-13 on January 1, 2020.

A substantial majority of our exposure to potential credit losses relates to our direct financing and sales-type leases, including those within our equity-accounted joint ventures. See "Item 18 – Financial Statements: Note 3b – Financial Instruments" for a description of these direct financing and sales-type leases.

Judgments and Uncertainties. ASU 2016-13 gives entities the flexibility to select an appropriate method to measure the estimate of expected credit losses. That is, entities are permitted to use estimation techniques that are practical and relevant to their circumstances, as long as they are applied consistently over time and aim to faithfully estimate expected credit losses. We have determined the credit loss provision related to the lease receivable component of the net investment in direct financing and sales-type leases using an internal historical loss rate method. We concluded that using a loss rate method which is primarily based on internal historical data is inherently more representative than primarily using external data, which may include all industries, or all oil and gas or all marine transportation, which are not as comparable. In addition, a substantial majority of our customers are private single-purpose entities or subsidiaries or joint ventures of larger listed-entities that do not publish financial information nor do they have published credit ratings determined by credit rating agencies. In the limited circumstances where relevant and reliable external data is available and where judged to be appropriate, we have considered such data in making adjustments to our internally derived loss rate. Judgment is required to determine the applicability and reliability of the external data used. The credit loss provision for the residual value component is based on the current estimated fair value of the vessel as depreciated to the end of the charter contract as compared to the expected carrying value, with such potential gain or loss on maturity being included in the credit loss provision in increasing magnitude on a straight-line basis the closer the contract is to its maturity. Given the volatility in vessel values, the selection of the method to estimate the credit loss provision for the residual value component involves judgment.

In addition to the judgment used in selecting the methods to measure the credit loss provision, there is also judgment used in applying the methods. We have used judgment in determining whether or not the risk characteristics of a specific direct financing lease or sales-type lease at the measurement date are consistent with those used to measure the internal historical loss rate, and to determine whether we expect current conditions and reasonable and supportable forecasts to differ from the conditions that existed to measure the internal historical loss rate. In addition, judgment has been used to determine the internal historical loss rate, as it is based in part on estimates of the occurrence or non-occurrence of future events which will dictate the amount of recoveries earned or additional losses incurred associated with known losses incurred to date. Judgment has also been used to determine the adjustment required to the internal historical loss rate, in those circumstances where relevant and reliable external data was identified. Furthermore, the current estimated fair value of the vessels used in our estimate of expected credit losses for direct financing and sales-type leases has been determined based on second-hand market comparable values. Judgment is used when vessels sold are different in age, size and technical specifications compared to our vessels. Since vessel values can be volatile, our estimates may not be indicative of either the current or future prices we could obtain if we sold any of the vessels.

Effect if Actual Results Differ from Assumptions. To the extent the methods, and judgments used in applying these methods, that we use to measure our estimate of expected credit losses results in a credit loss provision that is different from actual results, our credit loss provision at the end of each period and the change in the credit loss provision in each period will be different than what would have otherwise been. More specifically, if the judgments used in determining our adjusted historical loss rate for one or more direct financing and sales-type leases results in an adjusted historical loss rate that results in a credit loss provision that is lower (higher) than actual results, our earnings in one or more periods would be overstated (understated) and our total equity in one or more periods would be overstated (understated). In addition, if our estimates of the residual value of the vessels is understated (overstated) and actual results are higher (lower), our earnings in one or more periods may be understated (overstated) and our total equity in one or more periods would be understated (overstated).

Goodwill

At September 30, 2020, we had two reporting units with goodwill attributable to them. Based on conditions that existed at September 30, 2020, we do not believe that there is a reasonable possibility that the goodwill attributable to these reporting units might be impaired. However, certain factors that impact this assessment are inherently difficult to forecast and, as such, we cannot provide any assurance that an impairment will or will not occur in the future. An assessment for impairment involves a number of assumptions and estimates that are based on factors that are beyond our control. Some of these factors are discussed in more detail in the following section entitled Forward-Looking Statements.

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FORWARD-LOOKING STATEMENTS

This Report on Form 6-K for the three and nine months ended September 30, 2020 contains certain forward-looking statements (as such term is defined in Section 27A of the Securities Act of 1933 as amended, and Section 21E of the Securities Exchange Act of 1934, as amended) concerning future events and our operations, performance and financial condition, including, in particular, statements regarding:

the expected scope, duration and effects of the COVID-19 pandemic; including the effects on our industry and business, including our liquidity;
the expected timing and completion of dry docking activities;
our liquidity needs, including our anticipated funds and sources of financing for liquidity and working capital needs and the sufficiency of cash flows, and our estimation that we will have sufficient liquidity for at least a one-year period;
the expected commencement of certain charter contracts;
the expected timing and cost relating to the additional equipment to be installed for certain of our LNG carriers;
expected exposure to interest rate volatility; and
expected interest payments.

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, plan, intend 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: competitive factors in the markets in which we operate; changes in the financial stability of our charterers; changes in our expenses; potential for early termination of long-term contracts and our ability to renew or replace long-term contracts; our ability to secure charter contracts for our vessels; loss of any customer, time-charter contract or vessel; changes in production or price of LNG or LPG; potential development of active short-term or spot LNG or LPG shipping markets; spot market rate fluctuations; our ability to fund our liquidity needs during the next 12 months, including our ability to access additional cash and capital; our and our joint ventures’ potential inability to raise financing, to refinance our or their debt maturities, or to purchase additional vessels; our exposure to interest rate and currency exchange rate fluctuations; conditions in the public equity and debt markets; political, governmental and economic instability in the regions and markets in which we operate; the application of sanctions to us or any of our counterparties or joint venture partners; LNG or LPG project delays or abandonment; the duration and extent of the COVID-19 pandemic and any resulting effects on the markets in which we operate; the impact of the COVID-19 pandemic on our ability to maintain safe and efficient operations; and other factors detailed from time to time in our periodic reports filed with the SEC, including our Annual Report on Form 20-F for the year ended December 31, 2019. We do not intend to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in our expectations with respect thereto or any change in events, conditions or circumstances on which any such statement is based.

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TEEKAY LNG PARTNERS L.P. AND SUBSIDIARIES
SEPTEMBER 30, 2020
PART II – OTHER INFORMATION
Item 1 – Legal Proceedings
None
Item 1A – Risk Factors
In addition to the other information set forth in this Report on Form 6-K, you should carefully consider the risk factors discussed in Part I, “Item 3. Key Information-Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2019, which could materially affect our business, financial condition or results of operations.
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3 – Defaults Upon Senior Securities
None
Item 4 – Mine Safety Disclosures
None
Item 5 – Other Information
None
Item 6 – Exhibits
None

THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE FOLLOWING REGISTRATION STATEMENTS OF THE PARTNERSHIP:
 
REGISTRATION STATEMENT ON FORM S-8 (NO.333-124647) FILED WITH THE SEC ON MAY 5, 2005
REGISTRATION STATEMENT ON FORM F-3 (NO.333-190783) FILED WITH THE SEC ON AUGUST 22, 2013
REGISTRATION STATEMENT ON FORM F-3 (NO.333-225584) FILED WITH THE SEC ON JUNE 12, 2018
REGISTRATION STATEMENT ON FORM F-3 (NO.333-238331) FILED WITH THE SEC ON MAY 18, 2020
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
  TEEKAY LNG PARTNERS L.P.
  By:Teekay GP L.L.C., its general partner
Date: November 24, 2020  By:/s/ N. Angelique Burgess
           N. Angelique Burgess
           Secretary
  

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