Table of Contents

 
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 of
the Securities Exchange Act of 1934
For the quarterly period ended March 31, 2018
Commission file number 1-33867
  ___________________________________________________________
TEEKAY TANKERS LTD.
(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 offices)
  ___________________________________________________________
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








 


Table of Contents

TEEKAY TANKERS LTD.
REPORT ON FORM 6-K FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2018
INDEX
 
PAGE
 
 
 
Item 1.
 
 
 
 
 
 
Item 2.
Item 3.



Table of Contents

PART I – FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF (LOSS) INCOME (notes 1 and 4)
(in thousands of U.S. dollars, except share and per share amounts)
 
 
 
Three Months Ended March 31, 2018
 
Three Months Ended March 31, 2017
 
 
 
$
 
$
 
REVENUES
 
 
 
Voyage charter revenues (notes 2 and 3)
 
135,642

 
39,344

 
Time-charter revenues (notes 3 and 13a)
 
22,110

 
30,330

 
Other revenues (notes 3 and 5)
 
10,713

 
13,622

 
Net pool revenues (notes 3 and 13a)
 

 
47,189

 
Total revenues
 
168,465

 
130,485

 
 
 
 
 
 
Voyage expenses (notes 2, 3 and 13a)
 
(79,993
)
 
(23,755
)
 
Vessel operating expenses (note 13a)
 
(52,995
)
 
(44,138
)
 
Time-charter hire expense
 
(4,683
)
 
(13,627
)
 
Depreciation and amortization
 
(29,430
)
 
(24,909
)
 
General and administrative expenses (note 13a)
 
(9,785
)
 
(8,888
)
 
Loss on sale of vessels (note 14)
 

 
(4,427
)
 
(Loss) income from operations
 
(8,421
)
 
10,741

 
 
 
 
 
 
 
Interest expense
 
(12,729
)
 
(7,306
)
 
Interest income
 
158

 
79

 
Realized and unrealized gain on derivative instruments (note 9)
 
3,013

 
461

 
Equity income (note 6)
 
694

 
1,127

 
Other expense (note 10)
 
(1,868
)
 
(1,389
)
 
Net (loss) income
 
(19,153
)
 
3,713

 
 
 
 
 
 
 
Per common share amounts (note 15)
 
 
 
 
 
 - Basic (loss) earnings per share
 
(0.07
)
 
0.02

 
 - Diluted (loss) earnings per share
 
(0.07
)
 
0.02

 
 - Cash dividends declared
 
0.03

 
0.03

 
 
 
 
 
 
 
Weighted-average number of Class A and Class B common stock outstanding (note 15)
 
 
 
 
 
 - Basic
 
268,292,374

 
178,127,289

 
 - Diluted
 
268,292,374

 
178,279,788

 
 
 
 
 
 
 
Related party transactions (note 13)
 
 
 
 
 

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

1

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS (notes 1 and 4)
(in thousands of U.S. dollars)
 
 
As at
 
As at
 
 
March 31, 2018
 
December 31, 2017
 
 
$
 
$
ASSETS
 
 
Current
 
 
Cash and cash equivalents
 
47,962

 
71,439

Restricted cash – current
 
1,252

 
1,599

Pool receivable from affiliates, net (note 13b)
 
13,693

 
15,550

Accounts receivable, including affiliate balances of $nil (2017 - $0.8 million) (note 2)
 
15,520

 
19,288

Due from affiliates (note 13b)
 
56,211

 
49,103

Current portion of derivative assets (note 9)
 
2,315

 
1,016

Prepaid expenses
 
23,045

 
18,690

Other current assets (note 2)
 
1,302

 

Total current assets
 
161,300

 
176,685

Restricted cash – long-term
 
2,672

 
2,672

Vessels and equipment
At cost, less accumulated depreciation of $537.6 million (2017 - $512.0 million)
 (note 7)
 
1,717,348

 
1,737,792

Vessels related to capital leases
At cost, less accumulated depreciation of $28.4 million (2017 - $25.4 million)
(note 8)
 
224,791

 
227,722

Investment in and advances to equity accounted investments (note 6)
 
25,240

 
25,460

Derivative assets (note 9)
 
5,750

 
4,226

Intangible assets
At cost, less accumulated amortization of $8.7 million (2017 - $8.2 million)
 
13,755

 
14,605

Other non-current assets
 
113

 
127

Goodwill
 
8,059

 
8,059

Total assets
 
2,159,028

 
2,197,348

LIABILITIES AND EQUITY
 
 
 
 
Current
 
 
 
 
Accounts payable, including affiliate balances of $1.9 million (2017 - $nil)
 
3,851

 
7,860

Accrued liabilities
 
31,874

 
34,608

Current portion of long-term debt (note 7)
 
153,399

 
166,745

Current obligation related to capital leases (note 8)
 
7,338

 
7,227

Deferred revenue
 
3,242

 
557

Due to affiliates (note 13b)
 
19,371

 
19,717

Total current liabilities
 
219,075

 
236,714

Long-term debt (note 7)
 
791,779

 
785,557

Long-term obligation related to capital leases (note 8)
 
139,830

 
141,681

Other long-term liabilities (note 10)
 
28,609

 
26,795

Total liabilities
 
1,179,293

 
1,190,747

Commitments and contingencies (notes 6 - 9)
 

 

Equity
 
 
 
 
Common stock and additional paid-in capital (385.0 million shares authorized, 231.6 million Class A and 37.0 million Class B shares issued and outstanding as of March 31, 2018 and 231.2 million Class A and 37.0 million Class B shares issued and outstanding as of December 31, 2017) (note 12)
 
1,295,337

 
1,294,998

Accumulated deficit
 
(315,602
)
 
(288,397
)
Total equity
 
979,735

 
1,006,601

Total liabilities and equity
 
2,159,028

 
2,197,348

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

2

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (notes 1 and 4)
(in thousands of U.S. dollars)
 
 
 
Three Months Ended March 31, 2018
 
Three Months Ended March 31, 2017
 
 
$
 
$
Cash, cash equivalents and restricted cash provided by (used for)
 
 
 
 
OPERATING ACTIVITIES
 
 
 
 
Net (loss) income
 
(19,153
)
 
3,713

Non-cash items:
 

 

Depreciation and amortization
 
29,430

 
24,909

Loss on sale of vessels (note 14)
 

 
4,427

Unrealized gain on derivative instruments (note 9)
 
(2,823
)
 
(121
)
Equity income
 
(694
)
 
(1,127
)
Other
 
3,223

 
2,891

Change in operating assets and liabilities
 
(9,517
)
 
(17,402
)
Expenditures for dry docking
 
(5,292
)
 
(780
)
Net operating cash flow
 
(4,826
)
 
16,510

 
 
 
 
 
FINANCING ACTIVITIES
 
 
 
 
Proceeds from long-term debt, net of issuance costs
 
30,468

 
682

Repayments of long-term debt
 
(38,706
)
 
(29,085
)
Prepayments of long-term debt
 

 
(60,078
)
Scheduled repayments of obligations related to capital leases (note 8)
 
(1,740
)
 

Cash dividends paid
 
(8,052
)
 
(4,964
)
Proceeds from equity offerings, net of offering costs (note 12)
 

 
13,565

Other
 
(92
)
 
(213
)
Net financing cash flow
 
(18,122
)
 
(80,093
)
 
 
 
 
 
INVESTING ACTIVITIES
 
 
 
 
Proceeds from sale of vessels (note 14)
 

 
32,626

Expenditures for vessels and equipment
 
(1,622
)
 
(1,860
)
Return of capital from equity accounted investments
 
746

 

Net investing cash flow
 
(876
)
 
30,766

 
 
 
 
 
Decrease in cash, cash equivalents and restricted cash
 
(23,824
)
 
(32,817
)
Cash, cash equivalents and restricted cash, beginning of the period
 
75,710

 
94,907

Cash, cash equivalents and restricted cash, end of the period
 
51,886

 
62,090

Supplemental cash flow information (note 16)
The accompanying notes are an integral part of the unaudited consolidated financial statements.


3

Table of Contents

TEEKAY TANKERS LTD. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (notes 1 and 4)
(in thousands of U.S. dollars, except share amounts)
 
 
 
Common Stock and Additional
Paid-in Capital
 
 
 
 
 
 
Thousands
of Common
Stock
#
 
Class A
$
 
Class B
$
 
Accumulated
Deficit
$
 
Total
$
Balance as at December 31, 2017
 
268,202

 
1,206,466

 
88,532

 
(288,397
)
 
1,006,601

Net loss
 

 

 

 
(19,153
)
 
(19,153
)
Dividends declared
 

 

 

 
(8,052
)
 
(8,052
)
Equity-based compensation (note 12)
 
357

 
613

 

 

 
613

Other
 

 
(274
)
 

 

 
(274
)
Balance as at March 31, 2018
 
268,559

 
1,206,805

 
88,532

 
(315,602
)
 
979,735

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


4

Table of Contents
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)


1.
Basis of Presentation

The unaudited interim consolidated financial statements (or consolidated financial statements) have been prepared in conformity with United States generally accepted accounting principles (or GAAP). These consolidated financial statements include the accounts of Teekay Tankers Ltd. and its wholly-owned subsidiaries and the Entities under Common Control (as defined in note 4) (collectively, the Company). The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Certain information and footnote disclosures required by GAAP for complete annual financial statements have been omitted and, therefore, these consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2017, filed on Form 20-F with the U.S. Securities and Exchange Commission (or the SEC) on April 24, 2018. In the opinion of management, these consolidated financial statements reflect all adjustments, consisting solely of a normal recurring nature, necessary to present fairly, in all material respects, the Company’s consolidated financial position, results of operations, 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.


2.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, (or ASU 2014-09). ASU 2014-09 will require an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update creates a five-step model that requires entities to exercise judgment when considering the terms of the contract(s) which include (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue as each performance obligation is satisfied. ASU 2014-09 became effective for the Company as of January 1, 2018 and may be applied, at the Company’s option, retrospectively to each period presented or as a cumulative-effect adjustment as of this date. The Company has elected to apply ASU 2014-09 only to those contracts that are not completed as of January 1, 2018. The Company has adopted ASU 2014-09 as a cumulative-effect adjustment as of the date of adoption. The Company has identified the following differences:

The Company previously presented the net allocation for its vessels participating in revenue sharing arrangements as net pool revenues. The Company has determined that it is the principal in voyages its vessels perform that are included in the revenue sharing arrangements. As such, the revenue from those voyages is presented in voyage charter revenues and the difference between this amount and the Company's net allocation from the revenue sharing arrangement is presented as voyage expenses. This had the effect of increasing voyage charter revenues and voyage expenses for the three months ended March 31, 2018 by $61.3 million. There was no cumulative impact to opening equity as at January 1, 2018.

The Company previously presented all accrued revenue as a component of accounts receivable. The Company has determined that if the right to such consideration is conditioned upon something other than the passage of time, such accrued revenue should be presented apart from accounts receivable. This had the effect of increasing other current assets and decreasing accounts receivable by $1.3 million at March 31, 2018.

In February 2016, FASB issued Accounting Standards Update 2016-02, Leases (or ASU 2016-02). ASU 2016-02 establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. For lessees, leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 requires lessors to classify leases as a sales-type, direct financing, or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate that the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating that the lessor has transferred substantially all of the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type leases or direct financing leases are operating leases. ASU 2016-02 is effective January 1, 2019, with early adoption permitted. FASB issued an exposure draft in early 2018 that made further amendments to accounting for leases. The Company currently intends to adopt ASU 2016-02 during 2018 or on January 1, 2019, when a final ASU is issued related to this exposure draft using a transition approach whereby a cumulative effect adjustment will be made as of the effective date, with no retrospective effect. The quarter in which the Company adopts ASU 2016-02 and the estimated impact from adoption contained below are based upon the expectation that FASB will issue an additional ASU that will allow adoption of ASU 2016-02, with retrospective effect to January 1, 2018. To determine the cumulative effect adjustment, the Company has not reassessed lease classification, initial direct costs for any existing leases and whether any expired or existing contracts are or contain leases. The adoption of ASU 2016-02 will result in a change in accounting method for the lease portion of the daily charter hire for the Company’s chartered-in vessels accounted for as operating leases with firm periods of greater than one year. Under ASU 2016-02, the Company will recognize a right-of-use asset and a lease liability on the balance sheet for these charters based on the present value of future minimum lease payments, whereas currently no right-of-use asset or lease liability is recognized. This will have the result of increasing the Company’s assets and liabilities. The pattern of expense recognition of chartered-in vessels is expected to remain substantially unchanged, unless the right-of-use asset becomes impaired. Upon the adoption of ASU-2016-02, the Company expects that the cumulative right-of-use asset and corresponding lease liability to be recognized on January 1, 2018 will be approximately $16.0 million, based on the work performed to date.

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Table of Contents
TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)


In June 2016, the FASB issued Accounting Standards Update 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments. This update replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This update is effective for the Company January 1, 2020, with a modified-retrospective approach. The Company is currently evaluating the effect of adopting this new guidance.

In August 2016, the FASB issued Accounting Standards Update 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments, which, among other things, provides guidance on two acceptable approaches of classifying distributions received from equity method investees in the statement of cash flows. This update became effective for the Company as of January 1, 2018, with a retrospective approach. The Company has elected to classify distributions received from equity method investees in the statement of cash flows based on the nature of the distribution. The adoption of this update did not have a material impact on the Company.

In November 2016, the FASB issued Accounting Standards Update 2016-18, Statement of Cash Flows: Restricted Cash, (or ASU 2016-18). ASU 2016-18 requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities are also required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. ASU 2016-18 became effective for the Company as of January 1, 2018.  Adoption of ASU 2016-18 resulted in the Company including in its statement of cash flows changes in cash, cash equivalents and restricted cash.

In August 2017, the FASB issued Accounting Standards Update 2017-12, Derivatives and Hedging - Targeted Improvements to Accounting for Hedging Activities (or ASU 2017-12). ASU 2017-12 eliminates the requirement to separately measure and report hedge ineffectiveness and generally requires, for qualifying hedges, the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item. The guidance also modifies the accounting for components excluded from the assessment of hedge effectiveness, eases documentation and assessment requirements and modifies certain disclosure requirements. ASU 2017-12 will be effective January 1, 2019. The Company is currently evaluating the effect of adopting this new guidance.

3.
Revenue
The Company’s primary source of revenue is from chartering its vessels (Aframax tankers, Suezmax tankers and Long Range 2 (or LR2) tankers) to its customers. The Company utilizes two primary forms of contracts, consisting of voyage charters and time-charters.

The extent to which the Company employs its vessels on voyage charters versus time charters is dependent upon the Company’s chartering strategy and the availability of time charters. Spot market rates for voyage charters, including conventional voyages and lightering voyages, are volatile from period to period, whereas time charters provide a stable source of monthly revenue. The Company also provides ship-to-ship support services, which includes managing the process of transferring cargo between seagoing ships positioned alongside each other, either stationary or underway, as well as commercial management services to third-party owners of vessels. Finally, the Company manages LNG terminals, including the procurement of third-party goods and services for the terminal owner.

Voyage Charters

Voyage charters are charters for a specific voyage that are usually priced on a current or "spot" market rate and then adjusted for any pool participation based on predetermined criteria. Voyage charters for full service lightering voyages may also be priced based on pre-agreed terms. The performance obligations within a voyage charter contract, which will typically include the lease of the vessel to the charterer as well as the operation of the vessel, are satisfied as services are rendered over the duration of the voyage, as measured using the time that has elapsed from commencement of performance. In addition, any expenses that are unique to a particular voyage, including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions, are the responsibility of the vessel owner. The Company’s voyage charters will normally contain a lease; however, judgement is necessary to determine whether this is the case based upon the decision-making rights the charterer has under the contract. Consideration for such contracts is generally fixed, although certain sources of variability exist. Delays caused by the charterer result in additional consideration. Payment for the voyage is not due until the voyage is completed. The duration of a single voyage will typically be less than three months. The Company does not engage in any specific tactics to minimize vessel residual value risk due to the short-term nature of the contracts.

Time-Charters

Pursuant to a time charter, the Company charters a vessel to a customer for a fixed period of time, generally one year or more. The performance obligations within a time-charter contract, which will include the lease of the vessel to the charterer as well as the operation of the vessel, are satisfied as services are rendered over the duration of such contract, as measured using the time that has elapsed from commencement of performance. In addition, any expenses that are unique to a particular voyage, including any bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions, are the responsibility of the customer, as long as the vessel is not off-hire. Hire is typically invoiced monthly in advance for time-charter contracts, based on a fixed daily hire amount. However, certain sources of variability exist, including off-hire and profit share revenue. If the vessel is off-hire due to mechanical breakdown or for any other reason the charterer does not pay charter hire for this time. For contracts including a profit share component, the profit share consideration occurs when actual spot tanker rates earned by the vessel exceed certain thresholds for a period of time. During the three months ended March 31, 2018 and 2017, the Company’s share of the profit share revenue from the vessel in the Company’s High-Q Investment Ltd. (or High-Q) joint venture was $1.7 million and $1.7 million, respectively. Variable consideration of the Company’s contracts

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

is typically recognized as incurred, as either such revenue is allocated and accounted for under lease accounting requirements or, alternatively, such consideration is allocated to distinct periods within a contract that such variable consideration was incurred in. The Company does not engage in any specific tactics to minimize vessel residual value risk.

As at March 31, 2018, 10 of the Company’s vessels operated under time-charter contracts with the Company’s customers, of which nine contracts are scheduled to expire in 2018, and one contract is scheduled to expire in 2019. Five of the Company’s vessels are employed on time-charter contracts whereby the charterer has the option to extend the charter by one or more periods up to a total extension of 12 months. As at March 31, 2018, the future hire payments to be received by the Company under time charters then in place were approximately $37.2 million, comprised of $34.6 million (remaining 2018) and $2.6 million (2019). The hire payments should not be construed to reflect a forecast of total charter hire revenues for any of the periods. Future hire payments do not include hire payments generated from new contracts entered into after March 31, 2018, from unexercised option periods of contracts that existed on March 31, 2018 or from variable consideration. In addition, future hire payments presented above have been reduced by estimated off-hire time for required period maintenance. Actual amounts may vary given future events such as unplanned vessel maintenance.

The carrying amount of the Company's owned vessels which are employed on these time charters as at March 31, 2018, was $324.9 million (December 31, 2017 - $517.9 million). The cost and accumulated depreciation of the vessels employed on these time charters as at March 31, 2018 were $503.3 million (December 31, 2017 - $754.2 million) and $178.4 million (December 31, 2017 - $236.3 million), respectively. As at March 31, 2018, the Company had $3.2 million of advanced payments recognized as contract liabilities (December 31, 2017 - $0.5 million) which are expected to be recognized as time-charter revenues in the following period and are included in deferred revenue on the Company's consolidated balance sheets.

Other Revenues

Ship-to-ship support services include managing the process of transferring cargo between seagoing ships positioned alongside each other. Each operation is typically completed in less than 48 hours. The performance obligations within a commercial management contract are satisfied as services are rendered over the duration of such contracts. The management fee, consisting of a fixed component based on the number of days a vessel was under management and a variable component based on the vessel’s monthly earnings, is invoiced monthly in arrears for commercial management contracts. The performance obligations within an LNG terminal contract are satisfied as services are rendered over the duration of such contracts. The management fee, consisting of a fixed amount, subject to contingent annual inflationary adjustments, is typically invoiced monthly in arrears. Substantially all of the Company’s performance obligations are satisfied over the duration of the associated contract and the Company uses the proportion of elapsed time as its method to recognize revenue over the contract duration. The variable consideration of the Company’s contracts is typically recognized as incurred as such consideration is allocated to distinct periods within a contract that such variable consideration was incurred in.

Revenue Table

The following table contains a breakdown of the Company's revenue by contract type for the three months ended March 31, 2018 and 2017. All revenue is part of the Company's conventional tanker segment except for revenue for ship-to-ship support services and LNG terminal management, consultancy and other related services, which is part of the Company's ship-to-ship transfer segment.


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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

 
Three Months Ended March 31, 2018
 
Three Months Ended March 31, 2017
Voyage charters (1)
 
 
 
     Suezmax
72,783

 
2,975

     Aframax
23,477

 
9,184

     LR2
11,621

 

     Full service lightering
27,761

 
27,185

     Total
135,642

 
39,344

 
 
 
 
Time-charters
 
 
 
     Aframax
12,803

 
12,206

     Suezmax
6,197

 
12,631

     LR2
3,110

 
5,493

     Total
22,110

 
30,330

 
 
 
 
Other revenue
 
 
 
     Ship-to-ship support services
7,334

 
8,283

     Commercial management
2,058

 
3,652

     LNG terminal management, consultancy and other
1,321

 
1,687

     Total
10,713

 
13,622

 
 
 
 
Net pool revenues (1)
 
 
 
     Suezmax

 
28,023

     Aframax

 
10,871

     LR2

 
8,278

     MR2

 
17

     Total

 
47,189

Total revenues
168,465

 
130,485


(1)
Prior to the adoption of ASU 2014-09, the Company presented the net allocation for its vessels participating in revenue sharing arrangements as net pool revenues. The Company has determined that it is the principal in voyages its vessels perform that are included in the revenue sharing arrangements. As such, the revenue from those voyages is presented in voyage charter revenues and the difference between this amount and the Company's net allocation from the revenue sharing arrangement is presented as voyage expenses. The adoption of ASU 2014-09 had the impact of increasing voyage charter revenues and voyage expenses for the three months ended March 31, 2018 by $61.3 million.


4.
Acquisition of Entities under Common Control
On May 31, 2017, the Company acquired from Teekay Holdings Ltd., a wholly-owned subsidiary of Teekay Corporation (or Teekay), the remaining 50% interest in Teekay Tanker Operations Ltd. (or TTOL) (see also note 6c) for $39.0 million, which included $13.1 million for working capital assumed. The Company issued approximately 13.8 million shares of the Company's Class B common stock to Teekay as consideration in addition to the working capital consideration of $13.1 million. As a result of the acquisition of a controlling interest in TTOL, the Company's consolidated financial statements prior to the date the Company acquired a controlling interest in TTOL are retroactively adjusted to eliminate the equity method of accounting previously used for the original 50% interest owned and to include 100% of the assets and liabilities and results of TTOL on a consolidated basis during the periods TTOL and the Company were under common control of Teekay and had begun operations. The effect of adjusting such information to accounts in periods prior to the Company's acquisition of the remaining 50% thereof is referred to as the "Entities under Common Control." All intercorporate transactions between the Company and TTOL that occurred prior to the acquisition by the Company have been eliminated upon consolidation.

Assets and liabilities of TTOL are reflected on the Company’s consolidated balance sheets at TTOL’s historical carrying values. The amount of the net consideration of $39.0 million that was in excess of TTOL’s historical carrying value of the net assets acquired of $13.3 million has been accounted for as a $25.7 million return of capital to Teekay.


8

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

The effect of adjusting the Company’s consolidated financial statements for the TTOL common control transaction increased the Company's net income and revenue by $0.9 million and $5.4 million, respectively, for the three months ended March 31, 2017.

5.
Segment Reporting

The Company has two reportable segments, its conventional tanker segment and its ship-to-ship transfer segment. The Company’s conventional tanker segment consists of the operation of all of its tankers, including the operations of TTOL and Tanker Investments Ltd. (or TIL), which were acquired in 2017 (notes 4, 6 and 18), and those tankers employed on full service lightering contracts. The Company’s ship-to-ship transfer segment consists of the Company’s lightering support services, including those provided to the Company’s conventional tanker segment as part of full service lightering operations and other related services. Segment results are evaluated based on income from operations. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s consolidated financial statements.

The following tables include results for the Company’s revenues and (loss) income from operations by segment for the three months ended March 31, 2018 and March 31, 2017.

Three Months Ended March 31, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conventional Tanker Segment
 
Ship-to-Ship
Transfer Segment
 
Inter-segment Adjustment (1)
 
Total
 
 
$
 
 
$
 
 
$
 
 
$
 
Revenues (2)
 
159,811

 
 
11,832

 
 
(3,178
)
 
 
168,465

 
Voyage expenses
 
(83,171
)
 
 

 
 
3,178

 
 
(79,993
)
 
Vessel operating expenses
 
(43,716
)
 
 
(9,279
)
 
 


 
 
(52,995
)
 
Time-charter hire expense
 
(3,278
)
 
 
(1,405
)
 
 


 
 
(4,683
)
 
Depreciation and amortization
 
(28,185
)
 
 
(1,245
)
 
 


 
 
(29,430
)
 
General and administrative expenses (3)
 
(8,967
)
 
 
(818
)
 
 


 
 
(9,785
)
 
Loss from operations
 
(7,506
)
 
 
(915
)
 
 

 
 
(8,421
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity income
 
694

 
 

 
 

 
 
694

 

Three Months Ended March 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Conventional Tanker Segment
 
Ship-to-Ship Transfer Segment
 
Inter-segment Adjustment (1)
 
Total
 
 
$
 
 
$
 
 
$
 
 
$
 
Revenues (2)
 
120,555

 
 
12,888

 
 
(2,958
)
 
 
130,485

 
Voyage expenses
 
(26,713
)
 
 

 
 
2,958

 
 
(23,755
)
 
Vessel operating expenses
 
(34,081
)
 
 
(10,057
)
 
 

 
 
(44,138
)
 
Time-charter hire expense
 
(12,134
)
 
 
(1,493
)
 
 

 
 
(13,627
)
 
Depreciation and amortization
 
(23,629
)
 
 
(1,280
)
 
 

 
 
(24,909
)
 
General and administrative expenses (3)
 
(7,922
)
 
 
(966
)
 
 

 
 
(8,888
)
 
Loss on sale of vessels
 
(4,427
)
 
 

 
 

 
 
(4,427
)
 
Income (loss) from operations
 
11,649

 
 
(908
)
 
 

 
 
10,741

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity income
 
1,127

 
 

 
 

 
 
1,127

 

(1)
The ship-to-ship transfer segment provides lightering support services to the conventional tanker segment for full service lightering operations and the pricing for such services was based on actual costs incurred per voyage.
(2)
Revenues, net of the inter-segment adjustment, earned from the ship-to-ship transfer segment are reflected in Other Revenues in the Company's consolidated statements of (loss) income.
(3)
Includes direct general and administrative expenses and indirect general and administrative expenses (allocated to each segment based on estimated use of corporate resources).


9

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)



A reconciliation of total segment assets to total assets presented in the accompanying consolidated balance sheets is as follows:
 
As at
 
As at
 
March 31, 2018
 
December 31, 2017
 
$
 
$
Conventional Tanker Segment
2,072,820

 
2,089,099

Ship-to-Ship Transfer Segment
38,246

 
36,810

Cash and cash equivalents
47,962

 
71,439

Consolidated total assets
2,159,028

 
2,197,348


6.
Investments in and Advances to Equity Accounted Investments
 
 
As at March 31, 2018
 
As at December 31, 2017
 
 
$
 
$
High-Q Joint Venture
 
25,240

 
24,546

Gemini Tankers L.L.C.
 

 
914

Total
 
25,240

 
25,460


a.
The Company has a joint venture arrangement with Wah Kwong Maritime Transport Holdings Limited (or Wah Kwong), whereby the Company has a 50% economic interest in the High-Q joint venture, which is jointly controlled by the Company and Wah Kwong. The High-Q joint venture owns one Very Large Crude Carrier (or VLCC), which is trading on a fixed time charter-out contract expiring in the second quarter of 2018. Under this contract, the vessel earns a fixed daily rate and an additional amount if the daily rate of any sub-charter earned exceeds a certain threshold.

As at March 31, 2018, the High-Q joint venture has a loan outstanding with a financial institution with a balance of $41.3 million (December 31, 2017 – $42.7 million). The loan is secured by a first-priority mortgage on the VLCC owned by the High-Q joint venture and 50% of the outstanding loan balance is guaranteed by the Company. The High-Q joint venture has an interest rate swap agreement with an outstanding notional amount of $41.3 million that expires in June 2018, 50% of which is guaranteed by the Company. The remaining 50% is guaranteed by the High-Q joint venture partner. The interest rate swap exchanges a receipt of floating interest based on 3-months LIBOR for a payment of a fixed rate of 1.47% every three months.

b.
In January 2014, the Company and Teekay formed TIL, which owned and operated conventional tankers. The Company purchased 2.5 million shares of TIL common stock for $25.0 million and received a stock purchase warrant entitling it to purchase up to 750,000 additional shares of common stock of TIL (see note 9). The Company also received one preferred share which entitled the Company to elect one board member of TIL. The preferred share did not give the Company a right to any dividends or distributions of TIL.

On May 31, 2017, the Company entered into a Merger Agreement to acquire the remaining 27.0 million issued and outstanding common shares of TIL, by way of a share-for-share exchange of 3.3 shares of Class A common stock of the Company for each outstanding share of TIL common stock not owned by the Company. Prior to the completion of the merger, the Company accounted for its 11.3% investment in TIL using the equity method. On November 27, 2017, the Company completed the merger with TIL (see note 18) and the stock purchase warrant was canceled.

c.
On May 31, 2017, the Company purchased from Teekay the remaining 50% interest in TTOL, which owns conventional tanker commercial management and technical management operations, including direct ownership in four commercially managed revenue sharing arrangements (or the RSAs), for $39.0 million, which included $13.1 million for assumed working capital (see note 4). Prior to the May 31, 2017 purchase, the Company equity accounted for its initial 50% interest in TTOL.



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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

7.
Long-Term Debt

 
As at
 
As at
 
March 31, 2018
 
December 31, 2017
 
$
 
$
Revolving Credit Facilities due through 2022
556,399

 
539,735

Term Loans due through 2021
398,704

 
423,512

Total principal
955,103

 
963,247

Less: unamortized discount and debt issuance costs
(9,925
)
 
(10,945
)
Total debt
945,178

 
952,302

Less: current portion
(153,399
)
 
(166,745
)
Non-current portion of long-term debt
791,779

 
785,557


As at March 31, 2018, the Company had three revolving credit facilities (or the Revolvers), which, as at such date, provided for aggregate borrowings of up to $609.1 million, of which $52.7 million was undrawn (December 31, 2017 - $628.3 million, of which $88.6 million was undrawn). Interest payments are based on LIBOR plus margins. As at March 31, 2018, such margins ranged between 2.00% and 2.75% (December 31, 2017: 0.45% and 2.75%). The total amount available under the Revolvers reduces by $70.2 million (remainder of 2018), $30.2 million (2019), $30.2 million (2020), $322.9 million (2021) and $155.6 million (2022). As at March 31, 2018, the Company also had three term loans outstanding, which totaled $398.7 million (December 31, 2017 - $423.5 million). Interest payments on the term loans are based on a combination of a fixed rate of 5.4% (December 31, 2017 - 5.4%) and variable rates based on LIBOR plus margins. As at March 31, 2018, the margins ranged from 0.30% to 2.00% (December 31, 2017 - 0.30% to 2.00%). The term loan repayments are made in quarterly or semi-annual payments. Two of the term loans also have a balloon or bullet repayment due at maturity in 2021. These revolving credit facilities and term loans are further described below.

In December 2017, the Company entered into a $270.0 million long-term debt facility (or the 2017 Revolver), which is scheduled to mature in December 2022. In December 2017, $215.8 million of the 2017 Revolver was used to refinance two of the Company's debt facilities that were assumed in the merger with TIL (note 18). These debt facilities were scheduled to mature in April 2019 and June 2020. The 2017 Revolver is collateralized by 14 of the Company's vessels, together with other related security. The 2017 Revolver also requires that the Company maintain a minimum hull coverage ratio of 125% of the total outstanding drawn balance for the facility period. Such requirement is assessed on a semi-annual basis with reference to vessel valuations compiled by two or more agreed upon third parties. Should the ratio drop below the required amount, the lender may request that the Company either prepay a portion of the loan in the amount of the shortfall or provide additional collateral in the amount of the shortfall, at the Company's option. As of March 31, 2018, this ratio was 171% (December 31, 2017 - 191%). The vessel values used in this ratio are appraised values provided by third parties where available, or prepared by the Company based on second-hand sale and purchase market data. A decline in the tanker market could negatively affect the ratio. In addition, the Company is required to maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $35.0 million and at least 5% of the Company's total consolidated debt.

The Company entered into a $894.4 million long-term debt facility (or the 2016 Debt Facility), consisting of both a term loan and a revolving credit component, which are both scheduled to mature in January 2021. The 2016 Debt Facility is collateralized by 29 of the Company’s vessels, together with other related security. The 2016 Debt Facility also requires that the Company maintain a minimum hull coverage ratio of 125% of the total outstanding drawn balance for the facility period. Such requirement is assessed on a semi-annual basis with reference to vessel valuations compiled by one or more agreed upon third parties. Should the ratio drop below the required amount, the lender may request that the Company either prepay a portion of the loan in the amount of the shortfall or provide additional collateral in the amount of the shortfall, at the Company’s option. As at March 31, 2018, this ratio was 127% (December 31, 2017 - 145%). The vessel values used in this ratio are appraised values provided by third parties where available, or prepared by the Company based on second-hand sale and purchase market data. A decline in the tanker market could negatively affect the ratio. In addition, the Company is required to maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $35.0 million and at least 5.0% of the Company’s total consolidated debt.

The Company’s remaining revolver is collateralized by three of the Company’s vessels, together with other related security, and requires that the Company's applicable subsidiary maintain a minimum hull coverage ratio of 105% of the total outstanding drawn balance for the facility period. Such requirement is assessed on an annual basis, with reference to vessel valuations compiled by one or more agreed upon third parties. Should the ratio drop below the required amount, the lender may request the Company to either prepay a portion of the loan in the amount of the shortfall or provide additional collateral in the amount of the shortfall, at the Company’s option. As at March 31, 2018, such revolver, with a minimum hull coverage ratio requirement, had an outstanding balance of $52.3 million (December 31, 2017 - $65.6 million) and a hull coverage ratio of 137% (December 31, 2017 - 118%). The vessel values used in this ratio are appraised values provided by third parties where available, or prepared by the Company based on second-hand sale and purchase market data. A decline in the tanker market could negatively affect the ratio. The revolver is also guaranteed by Teekay and contains covenants that require Teekay to maintain the greater of free cash (cash and cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $50.0 million and at least 5.0% of Teekay’s total consolidated debt which has recourse to Teekay.

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)


The Company’s remaining two term loans are guaranteed by Teekay and are collateralized by six of the Company’s vessels, together with other related security. One of the term loans contains covenants that require Teekay to maintain the greater of (a) free cash (cash and cash equivalents) of at least $50.0 million and (b) an aggregate of free cash and undrawn committed revolving credit lines with at least six months to maturity of at least 5.0% of Teekay’s total consolidated debt which has recourse to Teekay. The other term loan requires Teekay to maintain the greater of (a) free cash (cash and cash equivalents) of at least $100.0 million and (b) an aggregate of free cash and undrawn committed revolving credit lines with at least six months to maturity of at least 7.5% of Teekay's total consolidated debt which has recourse to Teekay.

As at March 31, 2018, the Company was in compliance with all covenants in respect of the Revolvers and term loans. Teekay has also advised the Company that Teekay is in compliance with all covenants relating to the revolving credit facilities and term loans to which the Company is a party.
The weighted-average interest rate on the Company’s long-term debt as at March 31, 2018 was 4.0% (December 31, 2017 - 3.5%). This rate does not reflect the effect of the Company’s interest rate swap agreements (see note 9).
The aggregate annual long-term principal repayments required to be made by the Company under the Revolvers and term loans subsequent to March 31, 2018, excluding the impact of the Company's sale-leaseback transactions as described in note 8, are $128.4 million (remaining 2018), $105.7 million (2019), $132.0 million (2020), $433.5 million (2021) and $155.5 million (2022).

8.
Leases
Obligations Related to Capital Leases
 
As at
 
As at
 
March 31, 2018
 
December 31, 2017
 
$
 
$
Total obligations related to capital leases
147,168

 
148,908

Less: current portion
(7,338
)
 
(7,227
)
Long-term obligations related to capital leases
139,830

 
141,681

In July 2017, the Company completed a $153.0 million sale-leaseback financing transaction with a financial institution relating to four of the Company's Suezmax tankers, the Athens Spirit, Beijing Spirit, Moscow Spirit and Sydney Spirit. Under this arrangement, the Company transferred the vessels to subsidiaries of the financial institution (or collectively the Lessors) and leased the vessels back from the Lessors on bareboat charters for 12-year terms. The Company has the option to purchase each of the four vessels at any point between July 2020 and July 2029.
The Company understands that these vessels and lease operations are the only assets and operations of the Lessors. The Company operates the vessels during the lease term, and as a result, is considered to be, under US GAAP, the Lessors' primary beneficiary and therefore the Company consolidates the Lessors for financial reporting purposes.
The liabilities of the Lessors are loans and are non-recourse to the Company. The amounts funded to the Lessors in order to purchase the vessels materially match the funding to be paid by the Company's subsidiaries under the lease-back transaction. As a result, the amounts due by the Company's subsidiaries to the Lessors have been included in obligations related to capital leases as representing the Lessors' loans.
The bareboat charters also require that the Company maintain a minimum liquidity (cash, cash equivalents and undrawn committed revolving credit lines with at least six months to maturity) of $35.0 million and at least 5.0% of the Company's consolidated debt and obligations related to capital leases (excluding applicable security deposits reflected in restricted cash - long-term on the Company's consolidated balance sheets). In addition, the Company is required for each vessel to maintain a hull coverage ratio of 90% of the total outstanding principal balance during the first three years of the lease period and 100% of the total outstanding principal balance thereafter. Such requirement is assessed annually with reference to vessel valuations compiled by one or more agreed upon third parties. As at March 31, 2018, this ratio was approximately 97% (December 31, 2017 - 105%). As at March 31, 2018, the Company was in compliance with all covenants in respect of the obligations related to capital leases.







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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

As at March 31, 2018, the Company's remaining commitments under the four capital leases for the Suezmax tankers was approximately $214.1 million, including imputed interest of $66.9 million, repayable from 2018 through 2029, as indicated below:
Year
 
Commitment
Remaining 2018
 
$
12,234

2019
 
$
16,236

2020
 
$
16,279

2021
 
$
16,233

2022
 
$
16,232

Thereafter
 
$
136,846


9.
Derivative Instruments
Interest rate swap agreements

The Company uses derivatives in accordance with its overall risk management policies. The Company enters into interest rate swap agreements which exchange a receipt of floating interest for a payment of fixed interest to reduce the Company’s exposure to interest rate variability on its outstanding floating-rate debt. The Company has not designated, for accounting purposes, its interest rate swaps as cash flow hedges of its U.S. Dollar LIBOR-denominated borrowings.

As at March 31, 2018, the Company was committed to the following interest rate swap agreements:
 
 
Interest Rate
 
Notional Amount
 
Fair Value / Carrying Amount of Asset
 
Remaining Term
 
Fixed Interest Rate
 
 Index
 
$
 
$
 
(years)
 
(%) (1)
LIBOR-Based Debt:
 
 
 
 
 
 
 
 
 
 
 
U.S. Dollar-denominated interest rate swaps (2)
LIBOR
 
127,274

 
 
1,958

 
 
2.8
 
1.46
U.S. Dollar-denominated interest rate swaps
LIBOR
 
150,000

 
 
4,178

 
 
2.8
 
1.55
U.S. Dollar-denominated interest rate swaps
LIBOR
 
50,000

 
 
1,929

 
 
2.8
 
1.16
 
(1)
Excludes the margin the Company pays on its variable-rate debt, which, as of March 31, 2018, ranged from 0.30% to 2.75%.
(2)
Notional amount reduces quarterly.

The Company is potentially exposed to credit loss in the event of non-performance by the counterparty to the interest rate swap agreements in the event that the fair value results in an asset being recorded. In order to minimize counterparty risk, the Company only enters into interest rate swap agreements with counterparties that are rated A– or better by Standard & Poor’s or A3 or better by Moody’s at the time transactions are entered into.
Stock purchase warrant
The Company had one stock purchase warrant which had entitled it to purchase up to 750,000 shares of common stock of TIL at certain conditions at pre-determined prices. The stock purchase warrant was not exercised and was canceled upon completion of the TIL merger in November 2017 (notes 6 and 18).

Time-charter swap agreement
Effective June 1, 2016, the Company entered into a time-charter swap agreement for 55% of two Aframax equivalent vessels. Under such agreement, the Company received $27,776 per day, less a 1.25% brokerage commission, and paid 55% of the net revenue distribution of two Aframax equivalent vessels employed in the Company’s Aframax RSA, less $500 per day, for a period of 11 months plus an additional two months at the counterparty’s option. The purpose of the agreement was to reduce the Company’s exposure to spot tanker market rate variability for certain of its vessels that are employed in the Aframax RSA. The Company did not designate, for accounting purposes, the time-charter swap as a cash flow hedge. As of May 1, 2017, the time-charter swap counter-party did not exercise the two-month option and as such, the agreement was completed as of June 30, 2017.


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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

Forward freight agreements
The Company uses forward freight agreements (or FFAs) in non-hedge-related transactions to increase or decrease its exposure to spot market rates, within defined limits. Net gains and losses from FFAs are recorded within realized and unrealized gain on derivative instruments in the Company's consolidated statements of (loss) income. As of December 31, 2017, the Company had settled all outstanding FFAs, and the Company did not enter into any FFAs during the quarter ended March 31, 2018.
The following table presents the location and fair value amounts of derivative instruments, segregated by type of contract, on the Company’s consolidated balance sheets.
 
Current portion of derivative asset
 
Derivative asset
 
Accrued liabilities
 
 
$
 
$
 
$
 
As at March 31, 2018

 

 

 
     Interest rate swap agreements
2,315

 
5,750

 
(120
)
 
 
2,315

 
5,750

 
(120
)
 
 
 
 
 
 
 
 
As at December 31, 2017
 
 
 
 
 
 
     Interest rate swap agreements
1,016

 
4,226

 
(39
)
 
 
1,016

 
4,226

 
(39
)
 

Realized and unrealized gains (losses) relating to the interest rate swaps, stock purchase warrant, time-charter swap and freight forward agreements are recognized in earnings and reported in realized and unrealized gain (loss) on derivative instruments in the Company’s consolidated statements of (loss) income as follows:
 
Three Months Ended
 
Three Months Ended
 
March 31, 2018
 
March 31, 2017
 
Realized (losses) gains
Unrealized gains (losses)
Total
 
Realized (losses) gains
Unrealized gains
(losses)
Total
 
$
$
$
 
$
$
$
Interest rate swap agreements
190

2,823

3,013

 
(439
)
702

263

Stock purchase warrant



 

(121
)
(121
)
Time-charter swap agreement



 
746

(473
)
273

Forward freight agreements



 
33

13

46

 
190

2,823

3,013

 
340

121

461


10.
Other Expense
The components of other expense are as follows:
 
Three Months Ended March 31,
 
 
2018
 
2017
 
 
$
 
$
 
Freight tax provision
(1,878
)
 
 
(1,488
)
 
 
Foreign exchange (loss) gain
(20
)
 
 
73

 
 
Other income
30

 
 
26

 
 
Total
(1,868
)
 
 
(1,389
)
 
 


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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

The following reflects the changes in the Company’s unrecognized tax benefits, recorded in other long-term liabilities, from January 1, 2018 to March 31, 2018:
 
2018
 
$
Balance of unrecognized tax benefits as at January 1
26,054

 
    Increases for positions related to the current period
1,923

 
    Changes for positions taken in prior periods

 
    Decreases related to statute of limitations
(93
)
 
Balance of unrecognized tax benefits as at March 31
27,884

 

The majority of the net increase for positions for the three months ended March 31, 2018 relates to potential tax on freight income.

The Company does not presently anticipate its uncertain tax positions will significantly increase or decrease in the next 12 months; however, actual developments could differ from those currently expected.

11.
Financial Instruments
a.
Fair Value Measurements
 
For a description of how the Company estimates fair value and for a description of the fair value hierarchy levels, see note 12 to the Company’s audited consolidated financial statements filed with its Annual Report on Form 20-F for the year ended December 31, 2017.

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 Company’s financial instruments that are not accounted for at the fair value on a recurring basis.
 
 
 
 
 
March 31, 2018
 
December 31, 2017
 
 
Fair
Value
Hierarchy
Level
 
Carrying
Amount
Asset /
(Liability)
$
 
Fair
Value
Asset /
(Liability)
$
 
Carrying
Amount
Asset /
(Liability)
$
 
Fair
Value
Asset /
(Liability)
$
Recurring:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents and restricted cash
 
Level 1
 
51,886

 
51,886

 
75,710

 
75,710

Derivative instruments (note 9)
 
 
 
 
 
 
 
 
 
 
     Interest rate swap agreements(1)
 
Level 2
 
8,065

 
8,065

 
5,242

 
5,242

 
 
 
 
 
 
 
 
 
 
 
Other:
 
 
 
 
 
 
 
 
 
 
Advances to equity accounted investments
 
Note (2)
 
9,930

 
 Note (2)

 
9,930

 
 Note (2)

Long-term debt, including current portion
 
Level 2
 
(945,178
)
 
(933,870
)
 
(952,302
)
 
(946,105
)
Obligations related to capital leases, including current portion
 
Level 2
 
(147,168
)
 
(145,681
)
 
(148,908
)
 
(147,401
)
 
(1)
The fair value of the Company’s interest rate swap agreements at March 31, 2018 and December 31, 2017 excludes accrued interest expense which is recorded in accrued liabilities on the unaudited consolidated balance sheets.
(2)
The advances to equity accounted investments together with the Company’s investments in the equity accounted investments form the net aggregate carrying value of the Company’s interests in the equity accounted investments in these consolidated financial statements. The fair values of the individual components of such aggregate interests as at March 31, 2018 and December 31, 2017 were not determinable.

The Company entered into a time-charter swap agreement, now completed, for 55% of two Aframax equivalent vessels (see note 9). The fair value of this derivative agreement was the estimated amount that the Company would have received or paid to terminate the agreement at the reporting date, based on the present value of the Company’s projection of future Aframax spot market tanker rates, which were derived from current Aframax spot market tanker rates and estimated future rates, as well as an estimated discount rate.


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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

Changes in fair value during the three months ended March 31, 2017 for the Company’s time-charter swap agreement, which is described below and was measured at fair value on the recurring basis using significant unobservable inputs (Level 3), are as follows:

 
Three Months Ended
 

 
March 31, 2017
 
 
 
$
 
Fair value asset - beginning of the period
 
875
 
Settlements
 
(746)
 
Realized and unrealized gain
 
273
 
Fair value asset - at the end of the period
 
402
 

The time-charter swap agreement expired in the three months ended June 30, 2017. The estimated fair value of the time-charter swap agreement as of March 31, 2017 was based upon an estimated average daily tanker rate of approximately $14,500 over the remaining duration of the contract.
During January 2014, the Company received a stock purchase warrant which entitled it to purchase up to 750,000 shares of the common stock of TIL (see note 6b). The estimated fair value of the stock purchase warrant was determined using a Monte-Carlo simulation and was based, in part, on the historical price of common shares of TIL, the risk-free interest rate, vesting conditions and the historical volatility of comparable companies. On November 27, 2017, the merger of TIL was completed, resulting in TIL becoming a wholly-owned subsidiary of the Company. Under the terms of the merger agreement, warrants to purchase or acquire shares of common stock of TIL that had not been exercised as of the effective time of the merger, were canceled. As a result, no value was recorded for this warrant in the Company's consolidated balance sheet at March 31, 2018 and December 31, 2017 (see notes 6b and 9).
Changes in fair value during the three months ended March 31, 2017 for the TIL stock purchase warrant, which was measured at fair value on a recurring basis using significant unobservable inputs (Level 3), were as follows:
 
 
Three Months Ended
 
 
 
March 31, 2017
 
 
 
$
 
Fair value at the beginning of the period
 
287

 
Unrealized loss included in earnings
 
(121
)
 
Fair value at the end of the period
 
166

 

b.
Financing Receivables
The following table contains a summary of the Company’s financing receivables by type and the method by which the Company monitors the credit quality of its financing receivables on a quarterly basis.
 
 
 
 
March 31, 2018
 
December 31, 2017
Class of Financing Receivable
Credit Quality Indicator
 
Grade
$
 
$
Advances to equity accounted investments
Other internal metrics
 
Performing
9,930

 
9,930

Total
 
 
 
9,930

 
9,930


12.
Capital Stock and Stock-Based Compensation
The authorized capital stock of the Company at March 31, 2018 was 100,000,000 shares of preferred stock (December 31, 2017 - 100,000,000), with a par value of $0.01 per share, 285,000,000 shares of Class A common stock (December 31, 2017 - 285,000,000), with a par value of $0.01 per share, and 100,000,000 shares of Class B common stock (December 31, 2017 - 100,000,000), with a par value of $0.01 per share. A share of Class A common stock entitles the holder to one vote per share while a share of Class B common stock entitles the holder to five votes per share, subject to a 49% aggregate Class B common stock voting power maximum. As of March 31, 2018, the Company had 231.6 million shares of Class A common stock (December 31, 2017 – 231.2 million), 37.0 million shares of Class B common stock (December 31, 2017 – 37.0 million) and no shares of preferred stock (December 31, 2017 – nil) issued and outstanding.

During March 2018, a total of 168,029 shares of Class A common stock with an aggregate value of $0.2 million and 0.5 million stock options with an exercise price of $1.22 per share were granted to the Company’s non-management directors as part of their annual compensation for 2017. These stock options have a ten-year term and vest immediately. These shares of Class A common stock and stock options were issued under the Teekay Tankers Ltd. 2007 Long-Term Incentive Plan and distributed to the directors. During March 2017, 0.4 million stock

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

options with an exercise price of $2.23 per share were granted to non-management directors of the Company. For the three months ended March 31, 2018 and March 31, 2017, the compensation relating to the granting of such stock and stock options has been included in general administrative expenses in the amount of $0.4 million and $0.3 million, respectively.

The Company also grants stock options and restricted stock units as incentive-based compensation under the Teekay Tankers Ltd. 2007 Long-Term Incentive Plan to the officers of the Company and certain employees of Teekay subsidiaries that provide services to the Company. The Company measures the cost of such awards using the grant date fair value of the award and recognizes that cost, net of estimated forfeitures, over the requisite service period. The requisite service period consists of the period from the grant date of the award to the earlier of the date of vesting or the date the recipient becomes eligible for retirement. For stock-based compensation awards subject to graded vesting, the Company calculates the value for the award as if it was one single award with one expected life and amortizes the calculated expense for the entire award on a straight-line basis over the requisite service period. The compensation cost of the Company‘s stock-based compensation awards is reflected in general and administrative expenses in the Company’s consolidated statements of (loss) income.
During March 2018, the Company granted 0.7 million stock options with an exercise price of $1.22 per share to the officers of the Company and certain employees of Teekay subsidiaries that provide services to the Company. During March 2017, the Company granted 0.5 million stock options with an exercise price of $2.23 per share to an officer of the Company. Each stock option has a ten-year term and vests equally over three years from the grant date.
The weighted-average fair value of the stock options granted in 2018 to non-management directors and to officers was $0.35 (2017 - $0.67) per option, estimated on the grant date using the Black-Scholes option pricing model. The following assumptions were used in computing the fair value of the stock options granted: expected volatility of 48.7% (2017 - 50.2%); expected life of five years (2017 - five years); dividend yield of 5.5% (2017 - 5.0%); and risk-free interest rate of 2.6% (2017 - 2.1%). The expected life of the stock options granted was estimated using the historical exercise behavior of employees of Teekay that receive stock options from Teekay. The expected volatility was based on historical volatility as calculated using historical data during the five years prior to the grant date.
During March 2018, the Company also granted 0.8 million (2017 - 0.4 million) restricted stock units to the officers of the Company and certain employees of Teekay subsidiaries that provide services to the Company with an aggregate fair value of $0.9 million (2017 - $0.8 million). Each restricted stock unit is equal to one share of the Company’s common stock plus reinvested distributions from the grant date to the vesting date. The restricted stock units vest equally over three years from the grant date. Any portion of a restricted stock unit award that is not vested on the date of the recipient’s termination of service is cancelled, unless their termination arises as a result of the recipient’s retirement and, in this case, the restricted stock unit award will continue to vest in accordance with the vesting schedule. Upon vesting, the value of the restricted stock unit awards, net of withholding taxes, is paid to each recipient in the form of common stock.
During the three months ended March 31, 2018 and 2017, the Company recorded $0.3 million and $59 thousand, respectively, of expenses related to the restricted stock units and stock options. During the three months ended March 31, 2018, a total of 0.3 million restricted stock units (2017 - 0.3 million) with a market value of $0.3 million (2017 - $0.6 million) vested and was paid to the grantees by issuing 0.2 million shares (2017 - 0.2 million shares) of Class A common stock, net of withholding taxes.

13.
Related Party Transactions
Management Fee - Related and Other

a.
Teekay, and its wholly-owned subsidiary and the Company's manager, Teekay Tankers Management Services Ltd. (or the Manager), provide commercial, technical, strategic and administrative services to the Company pursuant to a long-term management agreement (the Management Agreement). In addition, the Manager has subcontracted with TTOL and its affiliates to provide certain commercial and technical services to the Company, except for certain vessels acquired in the merger with TIL as they are technically managed by a third-party. Certain of the Company’s vessels participate in revenue sharing arrangements (or RSAs) managed by TTOL (or the Pool Manager). Amounts received and paid by the Company for such related party transactions for the periods indicated were as follows:
 

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

 
Three Months Ended
 
March 31, 2018
March 31, 2017
 
$
$
RSA pool management fees and commissions (i)

(1,736
)
Commercial management fees (ii)

(707
)
Vessel operating expenses - technical management fee (iii)
(3,300
)
(2,226
)
Strategic and administrative service fees (iv)
(8,696
)
(2,664
)
Secondment fees (v)
(217
)

LNG service revenues (vi)
241

84

Technical management fee revenue (vii)
3,158


Service revenues (viii)
161


Entities under Common Control (note 4)
 
 
   RSA pool management fees and commissions (i)

1,736

   Commercial management fees (ii)

707

   Strategic and administrative service fees (iv)

(4,135
)
   Secondment fees (v)


(163
)
   Technical management fee revenue (vii)

2,753

   Service revenues (viii)

1,134


(i)
The Company’s share of TTOL’s fees for RSAs are reflected as a reduction to net pool revenues from affiliates on the Company’s consolidated statements of (loss) income. The Company acquired the remaining 50% interest in TTOL on May 31, 2017 (notes 4 and 6(c)). Subsequent to the acquisition, the Company's share of the TTOL's fees has been eliminated.
(ii)
The Manager’s commercial management fees for vessels on time-charter out contracts and spot-traded vessels are not included in the RSAs, which are reflected in voyage expenses on the Company’s consolidated statements of (loss) income. Subsequent to the Company's acquisition of the remaining 50% interest in TTOL, the Company's share of the Manager's commercial management fees has been eliminated.
(iii)
The cost of ship management services provided by the Manager has been presented as vessel operating expenses on the Company's consolidated statements of (loss) income.
(iv)
The Manager's strategic and administrative service fees have been presented in general and administrative expenses on the Company's consolidated statements of (loss) income. The Company's executive officers are employees of Teekay or subsidiaries thereof, and their compensation (other than any awards under the Company's long-term incentive plan described in note 12) is set and paid by Teekay or such other subsidiaries. The Company reimburses Teekay for time spent by its executive officers on the Company's management matters through the strategic portion of the management fee.
(v)
The Company pays secondment fees for services provided by some employees of Teekay. Secondment fees have been presented in general and administrative expenses on the Company's consolidated statements of (loss) income.
(vi)
The Company's ship-to-ship transfer business has an operational and maintenance subcontract with Teekay LNG Bahrain Operations L.L.C., an entity wholly-owned by Teekay LNG Partners L.P. (or TGP) (which is controlled by Teekay), for the Bahrain LNG Import Terminal (or the Terminal). The Terminal is owned by Bahrain LNG W.I.L., a joint venture for which Teekay LNG Operating L.L.C., an entity wholly-owned by TGP, has a 30% interest. The Company's ship-to-ship transfer business also has a services agreement with Teekay Shipping Ltd., an entity wholly-owned by Teekay, to provide certain LNG services.
(vii)
The Company receives reimbursements from Teekay who subcontracts technical management services from the Manager. These reimbursements have been presented in general and administrative expenses on the Company's consolidated statements of (loss) income.
(viii)
The Company recorded revenue relating to TTOL's administration of certain RSAs and provision of certain commercial services to participants in the arrangements. The Company also recorded revenue of $1.1 million for the three months ended March 31, 2017 associated with the Entities under Common Control.
b.
The Manager and other subsidiaries of Teekay collect revenues and remit payments for expenses incurred by the Company’s vessels. Such amounts, which are presented on the Company’s consolidated balance sheets in "due from affiliates" or "due to affiliates," as applicable, are without interest or stated terms of repayment. The amounts owing from the RSAs for monthly distributions are reflected in the consolidated balance sheets as pool receivable from affiliates, are without interest and are repayable upon the terms contained within the applicable pool agreement. The Company had advanced $51.6 million and $45.1 million as at March 31, 2018 and December 31, 2017, respectively, to the RSAs for working capital purposes. These amounts, which are reflected in the consolidated balance sheets in due from affiliates, are without interest and are repayable when applicable vessels leave the RSAs.

c.
Pursuant to a service agreement with the Teekay Aframax RSA, from time to time the Company may hire vessels to perform full service lightering services. In the three months ended March 31, 2018 and March 31, 2017, the Company recognized $8.4 million and $5.0

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

million, respectively, related to vessels which were chartered-in from the RSA to assist with full service lightering operations. These amounts have been presented in voyage expenses on the Company's consolidated statements of (loss) income.

14.
Sales of Vessels
The Company’s consolidated statements of (loss) income for the three months ended March 31, 2017 include an aggregate loss on sale of vessels of $4.4 million relating to one Aframax tanker and two Suezmax tankers.

The Aframax tanker was classified as held for sale at March 31, 2017 and was written down to its agreed sales price, resulting in the Company recognizing a loss on sale of the Aframax tanker of $2.6 million in the three months ended March 31, 2017.

In January 2017, one Suezmax tanker was sold and delivered to its buyer resulting in the Company recognizing a loss on the sale of the vessel of $0.3 million in the three months ended March 31, 2017. The sale of one Suezmax tanker was completed in March 2017, and the Company recognized a loss on sale of the vessel of $1.5 million in the three months ended March 31, 2017.


15.
(Loss) Earnings Per Share
The net (loss) income available for common shareholders and (loss) earnings per common share presented in the table below includes the results of operations of the Entities under Common Control which were not purchased solely with cash (note 4):
 
Three Months Ended
 
 
March 31, 2018
 
March 31, 2017
 
 
$
 
$
 
Net (loss) income
(19,153
)
 
3,713

 
 
 
 
 
 
Weighted average number of common shares – basic (1)
268,292,374

 
178,127,289

 
Dilutive effect of stock-based awards

 
152,499

 
Weighted average number of common shares – diluted (1)
268,292,374

 
178,279,788

 
 
 
 
 
 
(Loss) earnings per common share:
 
 
 
 
– Basic
(0.07
)
 
0.02

 
– Diluted
(0.07
)
 
0.02

 
(1)
The weighted-average number of common shares outstanding for periods to May 2017 has been retroactively adjusted to include approximately 13.8 million shares of the Company's Class B common stock issued to Teekay as consideration for the acquisition of 50% of TTOL in May 2017.
Stock-based awards that have an anti-dilutive effect on the calculation of diluted earnings per common share, are excluded from this calculation. In the periods where a loss attributable to shareholders has been incurred, all stock-based awards are anti-dilutive. For the three months ended March 31, 2017, none of the Company's restricted stock units had an anti-dilutive effect on the calculation of diluted earnings per common share. For the three months ended March 31, 2017, options to acquire 1.1 million shares of the Company’s Class A common stock had an anti-dilutive effect on the calculation of diluted earnings per common share.


16.
Supplemental Cash Flow Information
Total cash, cash equivalents and restricted cash is as follows:
 
As at
 
As at
 
As at
 
As at
 
March 31, 2018
 
December 31, 2017
 
March 31, 2017
 
December 31, 2016
 
$
 
$
 
$
 
$
Cash and cash equivalents
47,962

 
71,439

 
61,001

 
94,157

Restricted cash – current
1,252

 
1,599

 
1,089

 
750

Restricted cash – long-term
2,672

 
2,672

 

 

 
51,886

 
75,710

 
62,090

 
94,907



17.
Liquidity
Management is required to assess if the Company will have sufficient liquidity to continue as a going concern for the one-year period following the issuance of its financial statements. The Company has a loan facility, with an outstanding balance of $50.3 million, that is

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
(all tabular amounts stated in thousands of U.S. dollars, other than share or per share data)

maturing in the third quarter of 2018 and expects that spot tanker rates in 2018 on average will be lower than those of 2017, resulting in lower operating cash flows in 2018 than in 2017 and negative cash flows in some quarters.

Based on these factors, over the one-year period following the issuance of these financial statements, the Company expects it will need to obtain additional sources of financing, in addition to amounts generated from operations, to meet its minimum liquidity requirements under its financial covenants. These anticipated additional sources of financing include a proposed refinancing of the loan facility maturing in the third quarter of 2018 and the completion of a proposed sale-leaseback of additional vessels.

The Company is actively pursuing the alternatives described above, which it considers probable of completion based on the Company’s history of being able to refinance loan facilities for similar types of vessels and to complete the sale-leaseback of additional vessels.

Based on the Company’s liquidity at the date these consolidated financial statements were issued, the liquidity it expects to generate from operations over the following year, and by incorporating the Company’s plans to raise additional liquidity that it considers probable, together with the elimination of the Company's minimum quarterly dividend of $0.03 per share commencing in May 2018, the Company 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 consolidated financial statements.

18.
Acquisition of Tanker Investments Ltd.
On May 31, 2017, the Company entered into a merger agreement to acquire the remaining 27.0 million issued and outstanding common shares of TIL, by way of a share-for-share exchange of 3.3 shares of Class A common stock of the Company for each outstanding share of TIL common stock not owned by the Company. On November 17, 2017, the Company's shareholders voted in favor of increasing the authorized number of its Class A common shares to permit the issuance of Class A common shares as consideration for the merger with TIL. Concurrently, the merger was approved by the shareholders of TIL. The Company amended its amended and restated articles of incorporation and completed the merger on November 27, 2017, as a result of which TIL became a wholly-owned subsidiary of the Company. As consideration for the merger, the Company issued 88,977,544 Class A common shares to the TIL shareholders (other than the Company and its subsidiaries) for $151.3 million, or $1.70 per share.

Pursuant to this acquisition, the Company acquired a modern fleet of 10 Suezmax tankers, six Aframax tankers and two LR2 product tankers with an average age of 7.3 years, assumed $47.1 million of net working capital and long-term liabilities and assumed long-term debt with a principal balance outstanding of $338.9 million. The merger with TIL was accounted for as an acquisition of assets. The purchase price of the acquisition consisted of the fair value of the Company's shares issued on the merger date ($151.3 million), the transaction costs associated with the merger ($6.8 million) and the fair value of the Company's 11.3% pre-existing ownership in TIL at the close of the merger ($19.2 million), for a total acquisition cost of $177.3 million. Net working capital and long-term liabilities of $47.1 million and $337.1 million of long-term debt assumed were recognized at their fair values on November 27, 2017. The remaining amount of the purchase price was allocated to vessels ($467.1 million) and existing time-charter contracts ($0.2 million), on a relative fair value basis.


19.
Subsequent Events
Effective May 2018, the Company has eliminated the payment of its minimum quarterly dividend of $0.03 per share. Under the Company's revised dividend policy, quarterly dividends are expected to range from 30% to 50% of its quarterly adjusted net income, subject to the discretion of the Board of Directors. The policy remains subject to change.

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TEEKAY TANKERS LTD. AND SUBSIDIARIES
MARCH 31, 2018
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 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, 2017.

OVERVIEW
Our business is to own and operate crude oil and product tankers and we employ a chartering strategy that seeks to capture upside opportunities in the tanker spot market while using fixed-rate time charters to reduce downside risks. As an adjacency to these core competencies, we also provide full service lightering and lightering support services in our ship-to-ship (or STS) transfer business. As at March 31, 2018, our fleet consisted of 67 vessels, including six in-chartered vessels, four owned STS support vessels and one 50%-owned Very Large Crude Carrier (or VLCC). The following table summarizes our fleet as at March 31, 2018:
 
 
 
Owned and Capital Lease Vessels
Chartered-in Vessels
Total
 
 
Fixed-rate:
 
 
 
 
Suezmax Tankers
2
2
 
Aframax Tankers
6
6
 
LR2 Product Tankers (1)
2
2
 
VLCC Tanker (2)
1
1
 
 Total Fixed-Rate Fleet (3)
11
11
 
 
 
 
 
 
Spot-rate:
 
 
 
 
Suezmax Tankers
28
28
 
Aframax Tankers (4)
11
3
14
 
LR2 Product Tankers (1)
7
7
 
Total Spot Fleet (5)
46
3
49
 
STS Support Vessels
4
3
7
 
Total Teekay Tankers Fleet
61
6
67

1.
Long Range 2 (or LR2) product tankers.
2.
VLCC owned through a 50/50 joint venture.
3.
Ten time charter-out contracts are scheduled to expire in 2018 and one in 2019.
4.
Three Aframax tankers are currently time-chartered in for initial periods ranging from 45 days to 60 months, with two of these periods ending in 2018 and one in 2021; one of these contracts includes an option to extend at an escalating rate.
5.
A total of 43 of our owned vessels and vessels related to capital leases, and one of our in-chartered vessels operated in the spot market in revenue sharing arrangements (or RSAs) at March 31, 2018. As at March 31, 2018, the three vessel class RSAs in which we participate were comprised of a total of 31 Suezmax tankers, 29 modern Aframax tankers and nine LR2 product tankers (of which five LR2 product tankers are cross-trading in the Aframax RSA). Each RSA we participate in also includes vessels owned by other revenue sharing members.
ITEMS YOU SHOULD CONSIDER WHEN EVALUATING OUR RESULTS
In addition to the factors listed below, there are a number of factors that should be considered when evaluating our historical financial performance and assessing our future prospects and we use a variety of financial and operational terms and concepts when analyzing our results of operations. These items can be found in "Item 5 – Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2017.


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Our financial results reflect the results of adopting new accounting standards. In May 2014, the Financial Accounting Standards Board (or FASB) issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (or ASU 2014-09) (please read "Item 1 - Financial Statements: Note 2 - Recent Accounting Pronouncements"). We adopted ASU 2014-09 as a cumulative-effect adjustment as of January 1, 2018, and as a result comparative periods do not reflect the effect of this new standard. We previously presented the net allocation for our vessels participating in RSAs as revenues. We had determined that we are the principal in voyages our vessels perform that are included in the RSAs. As such, the revenue from those voyages will be presented in voyage revenues and the difference between this amount and our net allocation from the RSA will be presented as voyage expenses. This had the effect of increasing revenues and voyage expenses for the three months ended March 31, 2018 by $61.3 million.

SIGNIFICANT DEVELOPMENTS IN 2018

Dividend Policy

Effective May 2018, we have eliminated the payment of our minimum quarterly dividend of $0.03 per share in order to maintain our balance sheet strength during the cyclical downturn of the tanker spot market. Under our revised dividend policy, quarterly dividends are expected to range from 30% to 50% of our quarterly adjusted net income, subject to the discretion of our Board of Directors and the policy remains subject to change.

Time Chartered-in Vessels

In March 2018, we entered into time charter-in contracts for two Aframax vessels, with an average daily rate of approximately $11,900 and firm periods of 45 days to six months. The charter contract for one of the Aframax tanker includes a 50/50 profit sharing component with the option to extend for six months at an escalated rate. The charter contract for the other Aframax tanker has a maximum period of approximately four months and the vessel will be used to support full service lightering operations. We also redelivered one in-chartered Aframax tanker back to its owner in March 2018.

Time Chartered-out Vessels

During the three months ended March 31, 2018, we had five time chartered-out Suezmax tankers and two Aframax tankers redelivered back to us. All vessels are currently trading in the spot market.

In January 2018, we entered into a time charter-out contract for one Suezmax tanker, with a daily rate of $17,250 and a firm period of six months, with an option to extend to a year at an escalated rate.

Long-Term Incentive Plan

In March 2018, we increased the authorized number of Class A common stock issuable under our 2007 Long-Term Incentive Plan by 6.0 million shares. As of March 31, 2018, approximately 4.3 million shares of our Class A common stock are reserved pursuant to the 2007 Long-Term Incentive Plan for issuance upon the exercise of options or restricted stock units granted or to be granted.

RESULTS OF OPERATIONS
There are a number of factors that should be considered when evaluating our historical financial performance and assessing our future prospects, and we use a variety of financial and operational terms and concepts when analyzing our results of operations. These can be found in Item 5 – Operating and Financial Review and Prospects in our Annual Report on Form 20-F for the year ended December 31, 2017.

In accordance with GAAP, we report gross revenues in our consolidated statements of (loss) income and include voyage expenses among our operating expenses. However, ship-owners base economic decisions regarding the deployment of their vessels upon anticipated “time-charter equivalent” (or TCE) rates, which represent net revenues (or revenue less voyage expenses) divided by revenue days, and industry analysts typically measure bulk shipping freight rates in terms of TCE rates. This is because under time charter-out contracts the customer usually pays the voyage expenses, while under voyage charters the ship-owner usually pays the voyage expenses, which typically are added to the hire rate at an approximate cost. Accordingly, the discussion of revenue below focuses on net revenues (a non-GAAP financial measure) and TCE rates where applicable.

















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Summary


Our consolidated (loss) income from operations decreased to a loss of $8.4 million for the three months ended March 31, 2018, compared to income of $10.7 million in the same period last year. The primary reasons for this decrease are as follows:


a decrease of $18.1 million primarily due to lower average realized spot TCE rates earned by our Suezmax, Aframax and LR2 product tankers;

a net decrease of $5.4 million primarily due to the expiry of time-charter out contracts for various vessels which subsequently traded on spot voyages at lower average realized rates; and

a decrease of $1.5 million primarily due to lower commissions and management fees earned from the management of external vessels;

partially offset by

a net increase of $5.8 million primarily due to losses on sale of vessels during 2017 and lower operating expenditures in 2018 as a result of the sales of the Ganges Spirit, Yamuna Spirit, Kyeema Spirit, Kareela Spirit and Kanata Spirit.

We manage our business and analyze and report our results of operations on the basis of two reportable segments: the conventional tanker segment and the STS transfer segment. Please read “Item 1 - Financial Statements: Note 5 - Segment Reporting.”

Details of the changes to our results of operations for each of our segments for the three months ended March 31, 2018, compared to the three months ended March 31, 2017 are provided below.


Three Months Ended March 31, 2018 versus Three Months Ended March 31, 2017

Conventional Tanker Segment
Our conventional tanker segment consists of conventional crude oil and product tankers that (i) are subject to long-term, fixed-rate time-charter contracts (which have an original term of one year or more), (ii) operate in the spot tanker market, or (iii) are subject to time-charters that are priced on a spot market basis or are short-term, fixed-rate contracts (which have original terms of less than one year), including those employed on full service lightering contracts.














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The following table presents our operating results for the three months ended March 31, 2018 and 2017, and compares net revenues, a non-GAAP financial measure, for those periods to revenues, the most directly comparable GAAP financial measure:
 
 
Three Months Ended March 31,
(in thousands of U.S. dollars)
2018
 
2017
 
% Change
Revenues
159,811

 
120,555

 
32.6
 %
Less: Voyage expenses (1)
(83,171
)
 
(26,713
)
 
211.4
 %
Net revenues
76,640

 
93,842

 
(18.3
)%
 
 
 
 
 
 
Vessel operating expenses
(43,716
)
 
(34,081
)
 
28.3
 %
Time-charter hire expense
(3,278
)
 
(12,134
)
 
(73.0
)%
Depreciation and amortization
(28,185
)
 
(23,629
)
 
19.3
 %
General and administrative expenses
(8,967
)
 
(7,922
)
 
13.2
 %
Loss on sale of vessels

 
(4,427
)
 
(100.0
)%
(Loss) income from operations
(7,506
)
 
11,649

 
(164.4
)%
 
 
 
 
 
 
Equity income
694

 
1,127

 
(38.4
)%

(1)
Includes $3.2 million and $3.0 million of voyage expenses for the three months ended March 31, 2018 and 2017, respectively, relating to lightering support services which the STS transfer segment provided to the conventional tanker segment for full service lightering operations.

Tanker Market
OPEC supply cuts and an oversupply of tonnage continued to weigh on crude tanker rates during the first quarter of 2018. A very weak VLCC market due to supply constraint from Middle East OPEC countries and declining output from Venezuela have put downward pressure on the mid-size tanker markets. This has been particularly felt in the Suezmax sector, where VLCCs have been forced into the Atlantic basin to compete with Suezmaxes for West African cargos. Rates were further affected by seasonal refinery maintenance during the first quarter, with global refinery throughput hitting a low of approximately 80 million barrels per day (or mb/d) during March 2018.

However, the weak tanker market is driving a significant increase in tanker scrapping. Just over 8 million deadweight tonnes (or mdwt) of tankers were scrapped during the first quarter of 2018, which was the highest level of scrapping during any quarter since 1982. More than 50% of the vessels scrapped this year to-date have been less than 20 years of age, which is a sign that low tanker rates, high scrap prices, and the potential impact of upcoming regulations, have led tanker owners to scrap vessels at a younger age. As a result, we have revised our global tanker fleet growth forecast downwards, with a projection of just under 2% net fleet growth in 2018 and approximately 3% net fleet growth in 2019.

In the near-term, we anticipate that ongoing OPEC supply cuts and a backwardated oil market will continue to weigh on crude tanker demand through the summer months. However, global oil demand remains strong with a forecast of 1.6 mb/d growth in 2018 (average of IEA, EIA and OPEC forecasts). This strong demand, coupled with OPEC cuts, is leading to a rebalancing of oil markets, with OECD oil inventories having reverted back towards 5-year average levels. Inventories are expected to be drawn down further in the coming months, which should support oil prices and encourage a return of OPEC production volumes later in the year. This, combined with a continued increase in U.S. crude exports, is expected to lead to improved crude tanker demand during the latter part of 2018.

In summary, the tanker market remains under pressure due to an imbalance between tanker supply and demand, and this pressure will likely remain in the near-term. However, we believe that an inflection point will be reached later in the year due to an increase in tanker demand and more moderate tanker fleet growth, which is expected to lead to a tanker market recovery during the latter part of 2018 and into 2019.

Fleet and TCE Rates
As at March 31, 2018, we owned 52 double-hulled conventional oil and product tankers, had four Suzemax tankers related to capital leases and time chartered-in three Aframax tankers. We also owned a 50% interest in one VLCC, the results of which are included in equity income.

The following table highlights the operating performance of our time-charter vessels and spot vessels trading in RSAs, on voyage charters and in full service lightering measured in net voyage revenue per revenue day, or TCE rates, before related-party pool management fees, related-party commissions and off-hire bunker expenses:

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Conventional Tanker Segment
 
Three Months Ended March 31, 2018
 
Revenues (1)(2)
Voyage Expenses (1)(3)
Adjustments (4)
TCE Revenues
Revenue Days
Average TCE per Revenue Day (4)
 
(in thousands)
(in thousands)
(in thousands)
(in thousands)
 
 
Voyage-charter contracts - Suezmax

$72,783


($43,390
)

$401


$29,794

2,375


$12,543

 
Voyage-charter contracts - Aframax (5)

$53,919


($36,657
)

$167


$17,429

1,156


$15,083

 
Voyage-charter contracts - LR2

$12,592


($6,251
)

$12


$6,353

531


$11,973

 
Time charter-out contracts - Suezmax

$6,197


($220
)


$5,977

295


$20,236

 
Time charter-out contracts - Aframax

$12,802


($261
)


$12,541

597


$21,024

 
Time charter-out contracts - LR2

$3,110


($39
)


$3,071

179


$17,162

 
Total

$161,403


($86,818
)

$580


$75,165

5,133


$14,646

 

(1)
The impact of adopting ASU 2014-09 has increased revenues and voyage expenses for the three months ended March 31, 2018 by $61.3 million. Please refer to Item 1 – Financial Statements: Note 2 – Recent Accounting Pronouncements for further details.
(2)
Includes $3.7 million of revenue earned from the vessels that were internally chartered from the RSAs to perform full service lightering. Excludes $1.4 million of commissions and management fees earned by TTOL from the management of external vessels trading in the RSAs and $0.7 million of bunker rebates for the three months ended March 31, 2018.
(3)
Includes $3.2 million of inter-segment voyage expenses relating to lightering support services provided by the STS transfer segment to the full service lightering business for the three months ended March 31, 2018 and $3.7 million of voyage expenses incurred by the vessels that were internally chartered from the RSA to perform full service lightering.
(4)
Average TCE per Revenue Day excludes off-hire bunker and other expenses included as part of the adjustments.
(5)
Includes $27.8 million of revenues and $21.4 million of voyage expenses related to the full service lightering business, which include $3.2 million of inter-segment voyage expenses referenced in note 2 above for the three months ended March 31, 2018.

 
Three Months Ended March 31, 2017
 
Revenues (1)
Voyage Expenses (2)
Adjustments (3)
TCE Revenues
Revenue Days
Average TCE per Revenue Day (3)
 
(in thousands)
(in thousands)
(in thousands)
(in thousands)
 
 
Voyage-charter contracts - Suezmax

$30,998


($2,608
)

$144


$28,534

1,305


$21,868

 
Voyage-charter contracts - Aframax (4)

$47,240


($23,534
)

$149


$23,855

1,264


$18,874

 
Voyage-charter contracts - LR2

$8,278


($47
)

$23


$8,254

450


$18,354

 
Voyage-charter contracts - MR

$17



($17
)



 
Time charter-out contracts - Suezmax

$12,632


($236
)

$1


$12,397

485


$25,566

 
Time charter-out contracts - Aframax

$12,206


($151
)

$77


$12,132

531


$22,851

 
Time charter-out contracts - LR2

$5,492


($137
)

($8
)

$5,347

270


$19,809

 
Total (1)

$116,863


($26,713
)

$369


$90,519

4,305


$21,030

 

(1)
Excludes $2.8 million of commissions and management fees earned by TTOL from the management of external vessels trading in the RSAs and $0.8 million of bunker rebates and $0.1 million of revenue earned from a profit-sharing agreement for the three months ended March 31, 2017.
(2)
Includes $3.0 million of inter-segment voyage expenses relating to lightering support services provided by the STS transfer segment to the full service lightering business for the three months ended March 31, 2017.
(3)
Average TCE per Revenue Day excludes off-hire bunker and other expenses included as part of the adjustments.
(4)
Includes $27.2 million of revenues and $20.4 million of voyage expenses related to the full service lightering business, which include $3.0 million of inter-segment voyage expenses referenced in note 2 above for the three months ended March 31, 2017.

Net Revenues. Net revenues were $76.6 million for the three months ended March 31, 2018, compared to $93.8 million for the same period in the prior year. The decrease was primarily related to:

a decrease of $18.1 million for the three months ended March 31, 2018 due to lower average realized rates earned by our Suezmax, Aframax and LR2 tankers;


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a net decrease of $5.4 million for the three months ended March 31, 2018 due to the expiry of time-charter out contracts for various vessels which subsequently traded on spot voyages at lower average realized rates;

a decrease of $1.5 million for the three months ended March 31, 2018 due to lower commissions and management fees earned by TTOL from the management of fewer external vessels trading in the RSAs in the three months ended March 31, 2018 compared to the same period in the prior year; and

a decrease of $0.5 million for the three months ended March 31, 2018 due to a decrease in the number of revenue days related to our full service lightering operations;

partially offset by

a net increase of $8.7 million for the three months ended March 31, 2018 primarily due to the addition of 18 vessels that we acquired as part of the TIL merger which was completed in the fourth quarter of 2017 and the addition of three Aframax in-chartered tankers that were delivered to us in the first quarter of 2018, partially offset by the redeliveries of various in-chartered tankers to their owners at various times during 2017 and the sale of one Suezmax tanker and three older Aframax tankers in 2017.
Vessel Operating Expenses. Vessel operating expenses were $43.7 million for the three months ended March 31, 2018, compared to $34.1 million for the same period in the prior year. The changes in vessel operating expenses were primarily due to:
 
an increase of $14.2 million for the three months ended March 31, 2018, primarily due to the addition of 10 Suezmax tankers, six Aframax tankers and two LR2 product tankers which we acquired in the merger with TIL;

partially offset by

a net decrease of $3.2 million for the three months ended March 31, 2018, primarily due to the sale of three Aframax tankers and two Suezmax tankers during 2017; and

a decrease of $1.1 million for the three months ended March 31, 2018, due to lower transition costs which were incurred in 2017 relating to three vessels that changed from external to in-house ship management.

Time-charter Hire Expense. Time-charter hire expense decreased to $3.3 million for the three months ended March 31, 2018, compared to $12.1 million for the same period in the prior year. The decrease is primarily due to six Aframax tankers and one LR2 product tanker redelivering back to their respective owners in 2017. The decrease was partially offset by the addition of three Aframax tankers we in-chartered in the three months ended March 31, 2018.
Depreciation and Amortization. Depreciation and amortization expense was $28.2 million for the three months ended March 31, 2018, compared to $23.6 million for the same period in the prior year. The increase is primarily due to the addition of 18 vessels we acquired in the merger with TIL and the depreciation of various upgrades, capital expenditures and dry-dock expenditures which were incurred in 2017. The increase was partially offset by the sale of three Aframax tankers in 2017.
General and Administrative Expenses. General and administrative expenses were $9.0 million for the three months ended March 31, 2018, compared to $7.9 million for the same period in the prior year. The increase is primarily due to higher administrative, strategic management and other fees incurred, primarily due to changes in levels of corporate support.
Loss on Sale of Vessels. Loss on sale of vessels of $4.4 million for the three months ended March 31, 2017 related to the sale of two Suezmax tankers in the first quarter of 2017 and one held for sale Aframax tanker which was written down to the agreed sales price. Please refer to Item 1 – Financial Statements: Note 14 – Sale of Vessels.
Equity Income.
 
 
 
Three Months Ended
 
 
March 31, 2018
 
March 31, 2017
(in thousands of U.S. dollars)
 
$
 
$
High-Q joint venture
 
694

 
793

Tanker Investments Ltd.
 

 
333

Gemini Tankers L.L.C.
 

 
1

Total equity income
 
694

 
1,127

Equity income was $0.7 million for the three months ended March 31, 2018, compared to $1.1 million for the same period in the prior year. The change was primarily due to lower equity earnings resulting from our merger with TIL, as we now consolidate the results of TIL.
Please refer to Item 1 – Financial Statements: Note 6 – Investments in and Advances to Equity Accounted Investments.


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The High-Q joint venture has an interest rate swap agreement which exchanges a receipt of floating interest for a payment of fixed interest to reduce the joint venture’s exposure to interest rate variability on its outstanding floating rate debt. Our proportionate share of realized and unrealized gains or losses relating to this instrument has been included in the equity income from the High-Q joint venture.

Ship-to-ship Transfer Segment
Our STS transfer segment consists of our lightering support services (including those services provided to our conventional tanker segment as part of full service lightering operations), consultancy, and LNG terminal management and other related services.

The following table presents our operating results for our STS transfer segment for the three months ended March 31, 2018 and March 31, 2017 and compares net revenues, a non-GAAP financial measure, for those periods to revenues, the most directly comparable GAAP financial measure.
 
Three Months Ended March 31,
(in thousands of U.S. dollars)
2018
 
2017
 
% Change
Revenues (1)
11,832

 
12,888

 
(8.2
)%
Less: Voyage expenses

 

 

Net revenues
11,832

 
12,888

 
(8.2
)%
 
 
 
 
 
 
Vessel operating expenses
(9,279
)
 
(10,057
)
 
(7.7
)%
Time-charter hire expense
(1,405
)
 
(1,493
)
 
(5.9
)%
Depreciation and amortization
(1,245
)
 
(1,280
)
 
(2.7
)%
General and administrative expenses
(818
)
 
(966
)
 
(15.3
)%
Loss from operations
(915
)
 
(908
)
 
0.8
 %

(1)
Includes $3.2 million and $3.0 million of revenues for the three months ended March 31, 2018 and March 31, 2017, respectively, relating to lightering support services which the STS transfer segment provided to the conventional tanker segment for full service lightering operations.

Net Revenues. Net revenues were $11.8 million for the three months ended March 31, 2018, compared to $12.9 million for the same period in the prior year. The decrease is primarily due to a decrease in the number of our lightering support service operations.

Vessel Operating Expenses. Vessel operating expenses were $9.3 million for the three months ended March 31, 2018, compared to $10.1 million for the same period in the prior year. The changes in vessel operating expenses were primarily due to the decrease in lightering support operations and the lay up of a lightering support vessel during the three months ended March 31, 2018. This was partially offset by an increase in operating expenditures related to the maintenance of our lightering support equipment.

Other Operating Results

The following table compares our other operating results for the three months ended March 31, 2018 and 2017:
 
 
Three Months Ended
 
 
March 31, 2018
 
March 31, 2017
(in thousands of U.S. dollars)
 
$
 
$
Interest expense
 
(12,729
)
 
(7,306
)
Interest income
 
158

 
79

Realized and unrealized gain on derivative instruments
 
3,013

 
461

Other expense
 
(1,868
)
 
(1,389
)
Interest expense. Interest expense was $12.7 million for the three months ended March 31, 2018, compared to $7.3 million for the same period in the prior year. The increase in interest expense was primarily due to additional interest incurred related to the sale and leaseback of four Suezmax tankers in July 2017 and the debt facilities assumed as a result of the merger with TIL in November 2017.
Realized and unrealized gain on derivative instruments. Realized and unrealized gains on interest rate swaps were $3.0 million for the three months ended March 31, 2018, compared to realized and unrealized gains of $0.5 million for the same period in the prior year.
As at March 31, 2018, we had interest rate swap agreements with aggregate outstanding notional amounts of $327.3 million and with a weighted-average fixed rate of 1.5%.
The changes in the fair value of the interest rate swaps resulted in unrealized gains of $2.8 million and $0.7 million for the three months ended March 31, 2018 and 2017, respectively, and were primarily due to increases in long-term benchmark interest rates.

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Effective June 1, 2016, we also entered into a time-charter swap for 55% of two Aframax equivalent vessels. Under such agreement, we received $27,776 per day, less a 1.25% brokerage commission, and paid 55% of the net revenue distribution of two Aframax equivalent vessels employed in our Aframax RSA, less $500 per day, for a period of 11 months plus an additional two months at the counterparty's option. The counter party option was not exercised, resulting in the expiration of the time-charter swap during 2017. We recognized an unrealized loss of $0.5 million for the three months ended March 31, 2017.
In addition, we had a stock purchase warrant which entitled us to purchase up to 750,000 shares of common stock of TIL. The stock purchase warrant was not exercised and was canceled upon completion of the TIL merger in November 2017. We recognized an unrealized loss of $0.1 million for the three months ended March 31, 2017. Please refer to Item 1 – Financial Statements: Note 9 – Derivative Instruments.
Other expense. Other expense was $1.9 million for the three months ended March 31, 2018, compared to $1.4 million for the same period in the prior year. The increase in other expenses for the three months ended March 31, 2018 is primarily due to an increase in our estimated freight tax expense resulting from the additional vessels acquired in the TIL merger.
Net income. As a result of the foregoing factors, we recorded a net loss of $19.2 million for the three months ended March 31, 2018, compared to net income of $3.7 million for the same period in the prior year.
Liquidity and Capital Resources
Liquidity and Cash Needs
Our primary sources of liquidity are cash and cash equivalents, cash flows provided by our operations, our undrawn credit facilities, proceeds from sales of vessels, and capital raised through financing transactions. As at March 31, 2018, our total consolidated cash and cash equivalents was $48.0 million, compared to $71.4 million at December 31, 2017. Our cash balance as at March 31, 2018 decreased primarily as a result of repayments of our long-term debt, obligations related to our capital leases, dividends paid on our shares of common stock and negative cash flows from our operations.

Our total consolidated liquidity, including cash and undrawn credit facilities, was $100.7 million as at March 31, 2018, compared to $160.0 million as at December 31, 2017. We anticipate that our primary sources of funds for our short-term liquidity needs will be cash flows from operations, existing cash and cash equivalents and undrawn long-term borrowings, or refinancing existing loans and proceeds of new financings, which we believe will be sufficient to meet our existing liquidity needs for at least the next 12 months. These anticipated additional sources of financing include the proposed refinancing of the loan facility maturing in the third quarter of 2018, the completion of a proposed sale-leaseback of additional vessels and the elimination, commencing in May 2018, of our minimum quarterly dividends of $0.03 per share, described further below. Please read "Item 1 - Financial Statements: Note 17 - Liquidity" for information about required funding over the next 12 months.

Our short-term liquidity requirements are for the payment of operating expenses, dry-docking expenditures, debt servicing costs, the refinancing of a loan facility that is maturing in the third quarter of 2018, scheduled repayments and prepayments of long-term debt, as well as funding our other working capital requirements. Our short-term charters and spot market tanker operations contribute to the volatility of our net operating cash flow, and thus impact our ability to generate sufficient cash flows to meet our short-term liquidity needs. Historically, the tanker industry has been cyclical, experiencing volatility in profitability and asset values resulting from changes in the supply of, and demand for, vessel capacity. Based on our recent forecasts, we expect tanker rates, on average, to be lower in 2018 than they were in 2017. In addition, tanker spot markets historically have exhibited seasonal variations in-charter rates. Tanker spot markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemisphere and unpredictable weather patterns that tend to disrupt vessel scheduling.

Effective May 2018, we have eliminated the payment of our minimum quarterly dividend of $0.03 per share in order to maintain our balance sheet strength during the cyclical downturn of the tanker spot market. Under our revised dividend policy, quarterly dividends are expected to range from 30% to 50% of our quarterly adjusted net income, subject to the discretion of our Board of Directors and the policy remains subject to change. Adjusted net (loss) income is a non-GAAP measure which excludes specific items affecting net (loss) income that are typically excluded by securities analysts in their published estimates of our financial results. Specific items affecting net income include, among others, foreign exchange gain or losses, unrealized gains or losses on derivative instruments and gains or losses on sale of vessels.

Our long-term capital needs are primarily for capital expenditures and debt repayment. Generally, we expect that our long-term sources of funds will be cash balances, long-term bank borrowings and other debt or equity financings. We expect that we will rely upon external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund acquisitions and expansion capital expenditures, including opportunities we may pursue to purchase additional vessels.

Our obligations related to capital leases are described Item 1 - Financial Statements: Note 8 - Leases, and our revolving credit facilities and term loans are described in Item 1 - Financial Statements: Note 7 - Long-term Debt of this Report. Our obligations related to capital leases require us to maintain minimum levels of cash and aggregate liquidity. Our revolving credit facilities and term loans contain covenants and other restrictions that we believe are typical of debt financing collateralized by vessels, including those that restrict the relevant subsidiaries from: incurring or guaranteeing additional indebtedness; making certain negative pledges or granting certain liens; and selling, transferring, assigning or conveying assets. In the future, some of the covenants and restrictions in our financing agreements could restrict the use of cash generated by ship-owning subsidiaries in a manner that could adversely affect our ability to pay dividends on our common stock. However, we currently do not expect that these covenants will have such an effect. Our revolving credit facilities and term loans require us to maintain financial covenants, which are described in further detail in note 7 of our interim unaudited consolidated financial statements. Should we not meet these financial covenants, the lender may declare our obligations under the agreements immediately due and payable and terminate any further loan commitments, which would significantly affect our short-term liquidity requirements. As at March 31, 2018, we were in compliance with all covenants relating to our revolving credit facilities, term loans and obligations related to capital leases. Teekay has also advised us that they are in compliance with all covenants relating to the credit facilities and term loans to which we are party.


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Table of Contents

Cash Flows
The following table summarizes our sources and uses of cash for the periods presented:
 
 
 
Three Months Ended
 
 
March 31, 2018
 
March 31, 2017
(in thousands of U.S. dollars)
 
$
 
$
Net cash flow (used for) provided by operating activities
 
(4,826
)
 
16,510

Net cash flow used for financing activities
 
(18,122
)
 
(80,093
)
Net cash flow (used for) provided by investing activities
 
(876
)
 
30,766


Operating Cash Flows
Net cash flow (used for) provided by operating activities primarily reflects fluctuations in spot tanker rates, changes in interest rates, fluctuations in working capital balances, the timing and the amount of dry-docking expenditures, repairs and maintenance activities, and the effect on our operations of vessel additions and dispositions. Our exposure to the spot tanker market has contributed significantly to fluctuations in operating cash flows historically as a result of highly cyclical spot tanker rates.
Net cash flow provided by operating activities decreased by $21.3 million for the three months ended March 31, 2018, compared to the same period in 2017. This decrease was primarily due to:
 
a net decrease of $24.7 million in operating earnings, primarily as a result of lower realized average spot tanker rates earned, the expiry of time-chartered out contracts for various vessels which subsequently traded on spot voyages at lower average realized rates and the sale of three Aframax tankers and one Suezmax tanker in 2017; and

an increase of $4.5 million in operating cash outflows relating to higher expenditures on dry-docking activities during the three months ended March 31, 2018, compared to the same period in 2017;

partially offset by

a decrease of $7.9 million in operating cash outflows primarily due to the timing of the settlement of operating assets and liabilities.

Financing Cash Flows
Net cash flow used for financing activities in the three months ended March 31, 2018 decreased by $62.0 million, compared to the same period in 2017, primarily as a result of:

a net decrease in cash outflows of $50.5 million due to the overall decrease in prepayments and scheduled repayments on our term loans and revolving credit facilities, primarily resulting from the refinancing of our long-term debt facilities in 2017. This was partially offset by higher scheduled repayments due to the debt facilities assumed in the merger with TIL in November 2017; and

an increase in cash inflows of $29.8 million primarily due to the additional draw-down of one of our corporate revolving credit facilities;

partially offset by

a decrease of $13.6 million in cash inflows from proceeds received from share issuances under our continuous offering program (or COP), which we relaunched in November 2016 and closed in the first quarter of 2017;

an increase of $3.1 million in cash outflows due to the additional cash dividends paid during the three months ended March 31, 2018 due to the increase in the number of our outstanding shares of Class A and B common stock from issuances of our shares in 2017 and early 2018; and

an increase of $1.7 million in cash outflows due to the scheduled payments on our obligations related to our capital leases which we entered into in July 2017.

Investing Cash Flows
Net cash flow provided by investing activities in the three months ended March 31, 2018 decreased by $31.6 million, compare