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Mitsui O.S.K. Lines Ltd.Teekay Shipping Corporation Va l u e - a d d e d t r a n s p o r t a t i o n s o l u t i o n s A n n u a l R e p o r t 19 9 7 CONTENTS CORPORATE PROFILE 1 2 Financial Highlights President’s Report to Shareholders 6 Market Analysis 12 The Teekay Fleet 14 Operations Overview 21 Management’s Teekay Shipping Corporation owns and manages the world’s largest and most modern fleet of medium-sized tankers. Founded in 1973 by the late Torben Karlshoej, the Company has established a reputation for excel- lence as a provider of quality transportation services to the oil industry. Teekay operates primarily in the Indo-Pacific Discussion & Analysis Basin, and maintains continuous presence in the world 25 Auditors’ Report 26 Financial Statements 29 Notes to the Consolidated Financial Statements 38 Five Year Summary of Financial Information 39 Board of Directors 40 Corporate Information tanker market from its chartering offices in London, Singapore, Tokyo, and Vancouver. Most day-to-day activities are coordinated from the Vancouver office, and the Company’s headquarters are in Nassau, Bahamas. Teekay employs 1600 people in its sea-going operations and offices. The Company trades on the New York Stock Exchange under the symbol TK. Teekay Shipping Corporation’s Annual General Meeting will take place on September 3, 1997 at 10:00 a.m. at the Royal Automobile Club, 89 Pall Mall, London, England. . . c n I ) r e v u o c n a V ( s e i g e t a r t S l e l l a r a P y b d e c u d o r p d n a d e n g i s e D F i n a n c i a l H i g h l i g h t s (in thousands of U.S. dollars, except per share and per day data and ratios) Year ended March 31, 1997 Year ended March 31, 1996 Income Statement Data Net voyage revenues $ 280,212 $ 245,745 Net income Balance Sheet Data 42,630 29,070 Total assets 1,372,838 1,355,301 Total stockholders’ equity 629,815 599,395 Per Share Data Net income per share 1.52 1.17 Weighted average shares outstanding (thousands) 28,138 24,837 Other Financial Data EBITDA 191,632 166,233 Net debt to capitalization (%) 48.0 51.0 CASH FLOW (1) $ millions 240 Capital Expenditures: Vessel purchases, gross Drydocking Operating cash flow 65,104 23,124 123,843 11,641 . 6 1 9 1 . 2 6 6 1 . 4 1 5 1 . 8 6 4 1 . 1 6 3 1 per ship per day 11,819 10,613 93 94* 95 96 March 31 April 30 200 160 120 80 40 97 0 REVENUE $ millions 450 * 11 month period ending March 31, 1994 (1) Earnings before interest, taxes, depreciation and amortization (EBITDA) . 2 2 8 3 3 6 3 3 . . 0 7 3 3 . 7 7 1 3 . 0 0 2 3 93 April 30 94* 95 96 97 March 31 375 300 225 150 75 0 * 11 month period ending March 31, 1994 . 6 5 8 2 5 7 5 2 . 4 7 9 2 . 6 2 4 . 93 94* 95 96 March 31 April 30 EARNINGS(1) $ millions 60 6 8 2 4 . 50 40 30 20 10 97 0 * 11 month period ending March 31, 1994 (1) Net income before discontinued operations and foreign exchange translation Pr e s i d e n t’s Re p o r t t o S h a r e h o l d e r s This was a successful year for Teekay. 2 The results of Teekay’s first full year as a public company show steady growth and improvement in operating performance. Both cash flow and earnings for fiscal 1997 increased over the previous year. Net voyage revenues rose by 14 percent to $280.2 mil- lion and net income by over 46 percent to $42.6 million or $1.52 per share com- pared to $1.17 per share for the previous fiscal year. Average time charter equiv- alent rates increased from $18,438 to $20,356 per day and operating cash flow per ship-day from $10,613 to $11,819. Overall, the Company’s built in 1981. In addition, orderbook stands at around financial performance was the 1996-built double-hull eleven percent of the exist- Captain James N. Hood, encouraging, and we expect 105,000 tonne Seabridge ing tanker fleet, scrapping that it will continue to was added to our fleet in remains at a disappointing improve as the tanker mar- April under time charter level, and we believe that ket builds to full strength. for 12 months from BHP tonne-mile demand growth President and Chief Executive Officer THE FLEET Transport of Australia. In will probably not exceed will continue to reflect this Our strong performance June of this year, we took one percent per annum over delicate balance. In addi- reflects not only the improv- delivery of Hamane Spirit, the next two years. tion, we expect that the ing tanker market but also the most recent in our series On the positive side, increasing volume of short- our strategy of maintaining of Onomichi-built double however, some 87 VLCCs haul crude trading and the a large, modern fleet focused hull Aframaxes. Excluding (Very Large Crude Carriers) regionalisation of the oil on serving major customers periods off-hire our fleet will reach 25 years of age markets will benefit the in the Indo-Pacific Basin. was laden approximately within the next three years, Aframax sector. Average fleet size for 77 percent of the time dur- oil demand and seaborne We believe that many the year was 41 ships, com- ing fiscal 1997. oil trade are forecast to charterers are concerned pared to 39 in fiscal 1996. MARKET grow at around 2.5 to about this tight balance and As of March 31, 1997 our CONDITIONS AND 3 percent per annum and that competition to secure owned fleet stood at 41 OUTLOOK regulatory pressures and access to high quality, ships of 4.1 million dead- The outlook for the world discrimination against modern tonnage in the spot weight tonnes, with an aver- tanker market is dominated older tonnage continue market will intensify over age age of just over 8 years, by two factors – the ton- to increase. Under these the next two or three years. including 38 Aframax nage supply/demand bal- conditions, we believe that While shipping policies vary tankers, 10 of which are ance and the impact of the balance between from company to company, double-hulled. During the short-haul crude trades demand and supply of most charterers seem year we acquired two mod- on tonne-mile demand. acceptable tonnage is, and unwilling to commit to ern Aframaxes built in 1987 During calendar 1997, will remain, tight and that long-term charters and seek and 1988, and sold our 50 some 46 medium size earnings, while volatile, instead flexible, short-term percent owned Amersham and large tankers, includ- ing 22 Aframaxes will be delivered. Currently, the solutions to their oil trans- portation needs. Teekay, with its large, modern fleet, 3 Pr e s i d e n t ’ s R e p o r t t o S h a r e h o l d e r s c o n t i n u e d INCOME FROM VESSEL OPERATIONS $ millions 100 . 3 4 9 80 60 40 20 97 0 . 3 6 7 . 8 0 6 . 8 2 5 . 3 7 3 93 94* 95 96 March 31 April 30 * 11 month period ending March 31, 1994 its operational and logis- of our fleet on the spot mar- tical expertise and its focus ket within the Indo-Pacific on customer service is well Basin and to focus as before positioned to provide such on the Australian, Japanese, solutions and can add com- South Korean and U.S. West petitively superior value Coast trades. The consis- for its customers with flex- tent quality of our fleet and ible freight contracts and operations provides a strong strong operational support. competitive advantage in BUSINESS STRATEGY these areas where there is At this time we intend to an ongoing demand for continue to trade the bulk modern, high quality ships, where port state authori- ties proactively enforce national and international regulations to weed out substandard ships and substandard operators, and where our customers demand the most rigorous performance standards. Two of these trades – Australia and the U.S. West Coast – continue to offer frequent opportunities to obtain cargoes inbound and outbound, and we have aggressively increased our market share of inbound cargoes to Australia in order to take advantage of the growing number of export cargoes from that country to the Far East. The consistent quality of our fleet and operations provides a strong competitive advantage. 4 In addition to our gen- in fiscal 1998 and 1999 Our main challenges eral spot market trading, which will have a positive going forward are to grow we have in place several impact on our ROIC. We the Company profitably, time charters and contracts recognize, however, that to add economic and share- of affreightment with major in this cyclical industry holder value through customers in our region on we must pursue a strategy increased revenues and both fixed and spot mar- that creates long-term value greater operating effi- ket-related terms which for our shareholders in ciencies, to respond to our accounted for some 22 both good markets and bad. customers’ needs in a percent of our total net To this end, we are build- changing market envi- voyage revenue in fiscal ing a value-creating culture ronment, and to create 1997. Our fleet deployment throughout the Company and exploit new oppor- strategy enables us to ser- and we continually review tunities for growth within vice these contracts effi- our priorities and our strat- our industry. ciently and provide safe, egy accordingly. Perform- Again I wish to thank flexible, competitive marine ance measurement and all our shareholders for transportation as part of management incentive their confidence in Teekay our customers’ oil supply programs are being geared and assure you of Man- logistics chain. to that objective. agement’s commitment GOING FORWARD This was a successful year for Teekay compared to our own recent historical performance and to that of our peer group within the industry, yet our return on invested capital (ROIC) was a disappointing 7.7 per- cent. We expect that mar- ket conditions will improve to long-term, profitable growth and value creation. James N. Hood President and Chief Executive Officer We intend to pursue a strategy that creates long-term value for shareholders. 5 M a r k e t A n a l y s i s 1996 – TOWARDS on these quality sensitive However, at this point, rates it was in the early 1990s. MARKET BALANCE trades and strengthened do not support new tanker MODERATE GROWTH Freight rates in the world our focus on providing orders for the average IN DEMAND tanker market improved value-added service to key operator: rates have not 1996 saw the strongest during 1996. This increase customers. We estimate that yet returned to the levels growth in oil demand since was the result of continued our market share in the Indo- of 1991, the year of the the late 1980s. Much of this strong growth in oil demand Pacific region Aframax trade last market peak, and in increased demand was met and a consequent increase is approximately 25 per- addition, the industry cost by oil from the North Sea in tanker demand which cent, and greater than 50 base is higher today than and Latin America which outpaced modest fleet percent on some premium growth. Consequently, uti- routes. lization of the world tanker IMPROVED fleet continued its recent FREIGHT RATES growth trend. All segments of the In 1996, Teekay contin- tanker market recorded ued to focus on its core improved freight rates in strengths: operating a large 1996 for the second con- fleet of modern, Aframax secutive year. This rise tankers in the Indo-Pacific in rates resulted from a CONTINUED RISE IN AFRAMAX TCE RATES US $/day 20,000 17,500 15,000 12,500 Basin spot market. During further tightening in the 90 91 92 93 94 95 96 10,000 the past year, we made gains balance between tanker in market share on several supply and demand. Source: Clarkson premium routes because we concentrated even more Bjorn Moller, Chief Operating Officer The tanker market recorded improved freight rates in 1996 for the second consecutive year. 6 In the future,we can expect to see increased demand for quality transportation. created only limited new cent growth in oil demand, demand for tankers due and by the year 2000, to the short-haul nature demand is expected to of these trades. Never- reach 78.6 million barrels theless, overall tanker per day, representing an demand rose by two per- annual growth rate of 2.3 cent for the year according percent. to industry consultants, Changes in oil produc- Maritime Strategies Inc. tion patterns worldwide (MSI) and PIRA Energy will continue to affect the GROWTH IN DEMAND million b/d 80 70 60 50 million tonne-miles 8,000 7,000 6,000 5,000 Group. More than half of way in which these increases 40 87 88 89 90 91 92 93 94 95 96 4,000 Oil Demand (million b/d) Tanker Demand (million tonne-miles) Source: IEA, Fearnley's, PIRA Energy Group the increased oil demand in oil demand translate into came from Teekay’s main tanker demand. The increase area of operations in Asia. in short-haul crude oil move- For 1997, the Inter- national Energy Agency (IEA) forecasts a 2.4 per- 7 M a r k e t A n a l y s i s c o n t i n u e d ment from the North Sea The growth of the world and Latin America will fleet was directly related impact tanker demand to the decline in scrapping negatively to the extent from 12.5 million dwt. in that it replaces rather than 1995 to 8.5 million dwt. in supplements long-haul 1996 which was caused crude oil. by stronger freight rates. DYNAMIC SUPPLY Under these conditions, a FUNDAMENTALS drop in scrapping was to The world tanker fleet grew be expected, but it is notable by approximately one per- that scrapping in 1996 was cent in 1996, reversing the four times as high as the decline of the past two average annual rate during CONTROLLED PACE OF DELIVERIES FOR 1997 AND 1998 Newbuilding Deliveries millions of dwt. 60 45 30 15 71 72 73 74 75 76 77 92 93 97* 98* 0 *Anticipated newbuilding deliveries based on current orderbook. Source: Clarkson years. Newbuilding deliv- the last firm market in part of the world fleet is When reviewing supply eries at 12.4 million dwt. 1989-1991. This is a clear reaching a critical age. dynamics beyond the next were up only slightly com- sign that technical obso- At the end of 1996, the two years, world ship build- pared to 11.1 million dwt. lescence is playing an world tanker orderbook ing capacity must rank as in 1995. increasing role as a large stood at 23.7 million dwt., a concern. During the first or eight percent of the world part of 1997 orderbook tanker fleet, up from a low increases have been recorded of 19.0 million dwt. earlier for delivery in 1999 onward. in the year, but substan- At the end of April, 1997, tially unchanged from the the orderbook had risen to six-year low at the end of 30.3 million dwt., accord- 1995 of 22.8 million dwt. ing to Clarkson Research. Deliveries for 1997 are However, the orderbook expected to be lower than is by no means high by 1996 with 9.7 million dwt., and for 1998 are estimated at 12.7 million dwt. SLIGHT INCREASE IN TANKER SUPPLY Fleet Size millions of dwt. 320 Deliveries & Scrapping millions of dwt. 20 305 290 275 10 0 -10 260 88 89 90 91 92 93 94 95 96 -20 Deliveries Scrapping World Tanker Fleet Source: Clarkson 8 historical standards. Deliv- tion of aging tankers in the We do not believe that eries for the next two years world fleet. large scale operation of are well below the last peak There is currently dis- 25-year-old tankers is in deliveries in 1992-93, cussion in the tanker economically viable and and nowhere near the pro- industry of operating therefore expect that a longed period of high annual tankers to 25 years and large number of mid-1970s- deliveries during 1971-77 beyond through vessel built tankers will be phased which depressed tanker repairs and modifications. out over the next three freight rates for extended Yet, tankers above 60,000 years. The old tankers that periods during the next dwt. scrapped in 1996 had do continue to trade will two decades. an average age of only 23 principally be employed In addition, there is a years, and of the 28.8 in lower paying trades major factor that reduces million dwt. tankers built rather than competing on the threat of supply growth in 1972, nearly 95 percent premium routes. driven by yard capacity, have been scrapped at or namely the large propor- before reaching 25 years of age. ORDERBOOK vs. AGING FLEET millions of dwt. 150 125 100 75 50 25 0 87 88 89 90 91 92 93 94 95 9596 95 Fleet 18 years and older Orderbook Source: Clarkson PHASE OUT OF MID-70s TANKERS millions of dwt. 60 50 40 30 20 10 71 72 73 74 75 76 0 Currently Trading Scrapped To Date Source: Clarkson 9 M a r k e t A n a l y s i s c o n t i n u e d MARKET OUTLOOK the next couple of years. The move towards balance In addition, while the order- between supply and book is growing for deliv- demand looks set to con- ery from 1999 onwards, Through the end of 1998 ber of rapidly growing tinue over the next couple the age distribution of the we predict a finely balanced economies in this region of years. existing world fleet and the tanker market with firm which in the past have pro- We expect to see a small hurdles involved in trading freight rates, particularly vided employment for many increase in tanker demand 25-year-old ships on a large for modern tonnage. of the world’s oldest tankers, in 1997 and 1998 as the scale even in a good freight TEEKAY’S are increasing their scrutiny net result of rising oil con- market, have the potential COMPETITIVE of tankers. Furthermore, sumption and shorter aver- to more than offset the ADVANTAGES the world’s major oil com- age hauls. Further on, there inflow of new tonnage. Teekay’s market position is panies are increasing their is potential for some ero- While the tanker market will continually strengthening cooperation in preventing sion in demand if the Middle continue to be cyclical, the as sensitivity to quality con- substandard tonnage from East reduces oil production number of tankers facing tinues to increase. calling at their terminals. to balance global oil sup- critical surveys and tech- Within the global tanker ply and demand. nical obsolescence over the market, the Indo-Pacific The supply side is poten- rest of the decade is region that Teekay serves tially more positive. The unprecedented, and has shows the greatest poten- pace of newbuilding deliv- the potential to have a pos- tial for growth in oil demand. eries is very controlled over itive impact on the market. At the same time, a num- TANKER SUPPLY/DEMAND BALANCE millions of dwt. 320 240 160 80 87 88 89 90 91 92 93 94 95 96 0 Tanker Supply Tanker Demand Source: Maritime Strategies Inc. 10 These factors indicate that making innovative freight in the future, we can expect service arrangements. to see increased demand The oil companies and for quality transportation. traders who work with In fact, a number of our oil Teekay can entrust their company customers now transportation to our describe their marine activ- Company rather than to a ities as a “risk management specific ship. This approach function” rather than a is part of our evolving strat- “tanker business”. More egy of taking our customer than ever, quality is becom- orientation to a new level, ing a strategic parameter. moving towards becoming Teekay is ideally posi- an extended transportation tioned to prosper in the department for our cus- high quality segment of the tomers. The Operations world tanker market. The Overview section which fol- Company delivers value- lows provides a more added service which is tai- detailed look at the specific lored to maximize the advantages that Teekay benefit to the customer. offers to its customers. Our large, homogenous fleet and the consistent high quality of operations enable us to offer greater flexibil- ity in terms of program- ming customer cargo and More than ever, quality is becoming a strategic parameter. 11 T h e Te e k a y F l e e t A s a t J u n e 3 0 , 1 9 9 7 ONOMICHI CLASS — 15 SHIPS OTHER AFRAMAX — 9 SHIPS dwt. Year Built dwt. Year Built Seabridge (1) 105,200 1996 Kyushu Spirit DS 95,600 Koyagi Spirit 96,000 Magellan Spirit DS 95,000 Palm Monarch 89,900 Oppama Spirit 90,300 Mendana Spirit 81,700 Honshu Spirit 88,300 Tasman Spirit 87,600 1991 1989 1985 1981 1980 1980 1979 1979 OIL/BULK/ORE (OBO) CARRIERS — 2 SHIPS Victoria Spirit DH 103,200 Vancouver Spirit DH 103,200 OTHER SIZE TANKERS — 3 SHIPS Musashi Spirit 280,700 Scotland DS 40,800 Chiba Spirit DB*** 60,900 1993 1992 1993 1982 1980 TOTAL TONNAGE: 4,325,600 (1) Time-chartered-in for one year. * DH - Double-hull tanker ** DS - Double-sided tanker *** DB - Double bottomed tanker 1997 1995 1994 1992 1992 1992 1992 1991 1991 1991 1990 1990 1990 1990 1989 1994 1993 1992 1989 1989 1988 1987 1987 1990 1990 1988 1988 1988 1988 Hamane Spirit DH* 98,600 Poul Spirit DH 98,600 Torben Spirit DH 98,600 Leyte Spirit DH 98,600 Luzon Spirit DH 98,600 Mayon Spirit DH 98,600 Samar Spirit DH 98,600 Palmstar Lotus 100,200 Palmstar Thistle 100,200 Teekay Spirit 100,200 Onozo Spirit 100,200 Palmstar Cherry 100,200 Palmstar Poppy 100,200 Palmstar Rose 100,200 Palmstar Orchid 100,200 IMABARI CLASS — 8 SHIPS Senang Spirit DH 95,700 Sebarok Spirit DH 95,700 Seraya Spirit DS** 97,300 Sentosa Spirit DS 97,300 Alliance Spirit DS 97,300 Semakau Spirit DS 97,300 Singapore Spirit DS 97,300 Sudong Spirit DS 97,300 HYUNDAI CLASS - 6 SHIPS Shilla Spirit 106,700 Ulsan Spirit 106,700 Frontier Spirit 106,700 Namsan Spirit 106,700 Pacific Spirit 106,700 Pioneer Spirit 106,700 12 Value-added Transportation Solutions Every day of the year, Teekay vessels transport valuable cargo for the world’s major oil companies, refiners and traders. In today’s increasingly competitive environ- ment, these customers demand more than safe, reliable service, they want transportation solutions that can help them reduce operating costs and maximize their results. Teekay has long recognized the importance of building long- term customer relationships by adding value to its service offering. The entire organization, on shore and at sea, is focused on providing the highest level of service to customers at each stage of the voyage. Over the past year, Teekay tankers performed 525 voyages, traveling a total of 3.2 million miles, and carrying 325 million barrels TEEKAY OPERATIONS NASSAU: HEADQUARTERS ADMINISTRATION LONDON: CHARTERING GLASGOW: CREWING MUMBAI: CREWING SINGAPORE: CHARTERING OPERATIONS TECHNICAL QUALITY CONTROL MANILA: CREWING of oil. Each one of these voyages TOKYO: CHARTERING TECHNICAL PURCHASING QUALITY CONTROL represents a closely coordinated, well-timed exercise, planned and executed to optimize the return for SYDNEY: QUALITY CONTROL both the customer and the Company. VANCOUVER: CHARTERING OPERATIONS CREWING PURCHASING RISK MANAGEMENT QUALITY CONTROL FINANCIAL INFORMATION SYSTEMS O p e r a t i o n s O v e r v i e w Negotiating the Charter Singapore, and Tokyo to mented an aggressive ensure that customers inspection program aimed always receive prompt, at ensuring that every ves- Chartering tankers is a responsive service. sel in the fleet satisfies the highly competitive and HIGH QUALITY requirements of the oil com- time-sensitive business. OPERATIONS panies’ vetting inspections. Negotiations are carried on When negotiating the char- Each ship is inspected at around the clock and deals ter, Teekay staff draw on a least twice a year by qual- must be concluded quickly. modern fleet of 43 tankers ified Teekay personnel, cov- Teekay maintains 24-hour which are maintained and ering more than 500 presence in the tanker mar- operated to the highest checkpoints. Prompt and ket with chartering offices quality standards. As part thorough shore support in London, Vancouver, of the Company’s business from the Technical and strategy to keep close con- Safety departments ensures trol of the quality and cost that Teekay tankers are of operations, all ship man- immediately acceptable for agement functions are per- carrying cargo by the major formed by in-house experts. oil companies. Meeting the standards TRADING of safety and preparedness FLEXIBILITY required by the oil tanker The ability to offer world- industry is imperative for wide options accommo- companies that trade on dates customers who the spot market. Teekay continue to trade cargo Meeting the most demanding standards As part of the Company’s strategy has developed and imple- while negotiating in the to provide transportation solutions tailored to customers’ needs, Teekay vessels are constructed or retrofitted with equipment that meets customers’ requirements. Customer Benefit: Teekay ships can call at the most demanding terminals. tanker market. Teekay ves- sels can trade in every mar- ket, including some of the most strictly regulated, environmentally sensitive At this stage, loading areas in the world, such as arrangements with multi- the U.S. West Coast, Japan ple suppliers, stowage opti- and Australia. Teekay’s mization, regional vetting Universally acceptable proactive approach to cus- requirements and other Acceptance by the major oil companies tomer service extends issues are resolved. Effective is essential for ship owners operating on beyond compliance with communication systems the spot market. Teekay’s resources on mandated requirements for move information quickly shore play an important role in making trading in these areas – the between ship and shore so sure that oil company approvals are kept Company has constructed that charter negotiations up-to-date: dedicated staff monitor the and retrofitted its vessels are concluded swiftly. vetting schedule, arrange inspections to meet its customers’ specific requirements. During charter negoti- ations, Teekay chartering staff assess the many vari- ables and determine which vessel is best suited to han- dle the customer’s needs. and ensure that any questions are effec- tively resolved through the Company’s Technical and Safety departments. Customer Benefit: Assurance that every Teekay tanker meets the highest operating standards and will be accepted at any terminal. 15 O p e r a t i o n s O v e r v i e w c o n t i n u e d Voyage Planning As soon as agreement is STOWAGE EXPERTISE reached on the terms of The Company’s expertise the charter, Teekay’s and experience in handling Commercial Operations complex stowage arrange- department takes charge ments comes into play when of voyage logistics. multiple grades of cargo Working from the are involved. This demand- Vancouver office, the Vessel ing process is a critical part Operations Coordinator of Teekay’s high level of handles the arrangements customer service. The Vessel 2 1 P 3 , 0 6 4 B B L S S 3 , 0 6 4 B B L S # 3 # 2 # 1 9 5 , 2 9 7 B B L S 8 8 , 1 2 6 B B L S on shore and at sea to Operations Coordinator 3 4 ensure that the voyage is 5 consults with the customer planned and performed 6 and the ship master to efficiently. Operations staff handle all the details, work- 7 8 in Singapore make sure that uninterrupted service is provided for Teekay’s 9 5 , 6 1 8 B B L S customers in the Far East 9 5 , 6 1 8 B B L S ing and reworking the plan 8 7 , 5 3 5 B B L S 9 5 , 6 1 8 until optimal stowage B B L S 9 5 , 6 1 8 B B L S arrangements are in place. 6 0 , 4 0 1 B B L S and Australia. 5 N o . 6 N o . 4 N o . 7 N o . 4 N o . 3 N o . 1 N o . 1 N o . 2 N o . 3 N o . 2 N o . 8 N o . S L O P S Stowage optimization N o . 6 5 N o . Stowage arrangements become increasingly complex, when loading different grades of cargo from a number of suppliers. Customer Benefit: Optimal stowage arrangements help to maximize the results of the voyage. 16 ACCOMMODATING Teekay’s unique set of SCHEDULING capabilities enable the CHANGES Company to accommodate When operating in an envi- changes on short notice. ronment that is subject to The large fleet size, age change from many sources, profile and consistent Scheduling flexibility scheduling flexibility quality of the Company’s When customer requirements change or becomes a key competitive vessels trading in a con- unexpected delays occur, Teekay can advantage for Teekay and centrated area ensure draw on its large, uniform fleet to offer its customers. Even before that a suitable ship is an alternative vessel when necessary. the voyage begins, cus- often available when un- Customer Benefit: Accommodating changes tomer requirements can expected changes occur. on short notice minimizes the inconve- change and unexpected delays may be caused by port congestion in the pre- vious voyage, weather con- ditions, or unplanned terminal delays. nience to the customer. 17 O p e r a t i o n s O v e r v i e w c o n t i n u e d Voyage Execution The successful execution Teekay to ensure continuity Proactive safety and of the voyage draws on all of service, safety and staffing policies provide fur- of Teekay’s strengths at sea reliability. The Company ther assurance of high qual- and ashore. The consistent accesses, recruits, screens ity operations. Regular safety high quality of operations and selects highly qualified meetings, drills and training is supported by the high- and experienced tanker are part of the routine on est standards of ship main- personnel through its offices board. In addition, every tenance and management. in Glasgow, Mumbai, Manila Teekay vessel carries an extra CONTINUITY and Vancouver. An excellent officer on board so that senior OF SERVICE working environment, officers are always available The Company’s staffing attractive compensation and alert to attend to the crit- policies have created a and benefits, and access ical stages of operations. knowledgeable and dedi- to opportunities for This becomes especially cated group of employees. advancement sustain the important when transiting All sea-going staff are commitment of all Teekay congested waters and dur- employed exclusively by employees. ing loading and discharge operations. A commitment to training Teekay provides opportunities for training, enrichment and advancement for officers, ratings and crew, as well as staff on shore. The Company has developed in-house, customized programs for officers and crew, and has dedicated two ships for training. Customer Benefit: Knowledgeable, competent staff are vital to the safe transport and handling of valuable cargo. 18 OPTIMIZING to a minimum. In Japan and ROUTING Korea, Teekay has appointed Information systems on dedicated liason officers to board the vessel are used facilitate communication Route optimization to optimize routing at the discharge terminals. Teekay ships are equipped with advanced throughout the voyage. The Company recog- weather tracking systems. An advanced weather track- nizes the value of reliable, Customer Benefit: Helps to optimize routing, ing system provides up-to- high quality agents and avoid heavy weather, prevent damage to date information on weather works with those who are ship or cargo, and supports timely delivery. patterns which enables ISO accredited, have had the ship master to make media training, and have better informed routing in place crisis management decisions. Following the planning. most expeditious track Timely delivery of the supports safe and timely cargo marks the success- arrival of the cargo at the ful conclusion of the voy- destination and helps to age. Experienced crew carry maximize the results of out the discharge and load- the voyage for the customer ing procedures, meeting and the Company. port and customer require- FACILITATING PORT ments for safe and efficient TURNAROUND handling of the cargo, while The Vessel Operations staff on shore are already Coordinator monitors the planning the vessel’s next ship position, providing voyage. regular updates on vessel movements to the customer and port agents. When the tanker reaches its destination, efficient port turnaround is essen- tial. Teekay’s representative port agents optimize port operations so that unpro- ductive waiting time is kept 19 Results for fiscal 1997 show continued improvement in operating performance and financial condition. OPERATING CASH FLOW PER SHIP DAY $ thousands 12 LIQUIDITY (1) $ millions 300 . 6 8 5 2 . 3 5 9 1 . 2 7 0 1 . 7 5 8 . 8 8 4 93 April 30 94 95 96 97 March 31 250 200 150 100 50 0 (1) Cash, marketable securities, and undrawn long-term credit lines CAPITAL EXPENDITURES $ millions 420 350 280 210 140 70 0 96 97 93 April 30 94* 95 March 31 * 11 month period ending March 31, 1994 Vessel purchases, gross Drydocking 10 8 6 4 2 0 92 93 94 Teekay Shipping 95 96 Other bulk shipping companies* * weighted average of BEA, BSH, LOFS, OMI, OSG, SMT LEVERAGE (1) % 90 75 60 45 30 15 0 . 5 7 6 . 9 5 6 . 3 3 6 . 0 1 5 . 0 8 4 93 April 30 94 96 95 March 31 97 (1) Net debt/capitalization 20 M a n a g e m e n t ’ s D i s c u s s i o n a n d A n a l y s i s o f F i n a n c i a l C o n d i t i o n a n d R e s u l t s o f O p e r a t i o n s The Company is a leading provider of international crude oil and petroleum product transportation services to major oil companies, major oil traders, and government agencies, principally in the region spanning from the Red Sea to the U.S. West Coast. The Company’s fleet consists of 42 tankers, including 39 Aframax oil tankers and oil/bulk/ore carriers, two smaller tankers, and one VLCC, for a total cargo-carrying capacity of approximately 4.2 million tonnes. An additional double-hull newbuilding Aframax tanker is scheduled for delivery on June 17, 1997. Approximately 78% of the Company’s net voyage revenue is currently derived from spot voyages. The balance of the Company’s revenue is generated by two other modes of employment: time charters, whereby vessels are chartered to customers for a fixed period; and by contracts of affreightment, whereby the Company carries an agreed quantity of cargo for a customer over a specified trade route over a specified period of time. In aggregate, approximately 86% of the Company’s net voyage revenue is currently derived from spot voyages and spot-market related contracts. This dependence on spot voyages, which is within industry norms, contributes to the volatility of the Company’s revenue, cash flow from operations, and net income. Management believes that the Company has a competitive advantage over other tanker owners in the Aframax spot market. Historically, the tanker industry has been cyclical, experiencing volatility in profitability resulting from changes in the supply of and demand for tankers. Additionally, tanker markets have exhibited seasonal variations in charter rates. Tanker markets are typically stronger in the winter months as a result of increased oil consumption in the northern hemi- sphere and unpredictable winter weather patterns which tend to disrupt vessel scheduling. RESULTS OF OPERATIONS Bulk shipping industry freight rates are commonly measured at the net voyage revenue level in terms of “time charter equiv- alent” (or “TCE”) rates, defined as voyage revenues less voyage expenses (excluding commissions), divided by revenue-gen- erating ship-days for the round-trip voyage. Voyage revenues and voyage expenses are a function of the type of charter, either spot charter or time charter, and port, canal and fuel costs depending on the trade route upon which a vessel is sail- ing, in addition to being a function of the level of shipping freight rates. For this reason, shipowners base economic deci- sions regarding the deployment of their vessels upon anticipated TCE rates, and industry analysts typically measure bulk shipping freight rates in terms of TCE rates. Therefore, the discussion of revenue below focuses on net voyage revenue and TCE rates. FISCAL 1997, FISCAL 1996, AND FISCAL 1995 The Company’s net income was $42.6 million ($1.52 per share) in fiscal 1997, up from $29.1 million ($1.17 per share) in fiscal 1996, and $6.4 million ($0.35 per share) in fiscal 1995, reflecting improvement in the tanker charter market accom- panied by a relatively stable cost environment. The Company sold its remaining eight mid-1970s-built tankers in fiscal years 1995 and 1996, and acquired a total of six newer Aframax tankers in fiscal years 1996 and 1997. As a result, the Company’s average fleet size increased by 4.6% in fiscal 1997 following a decrease of 7.1% from fiscal 1995 to 1996. 21 M a n a g e m e n t ’ s D i s c u s s i o n a n d A n a l y s i s o f F i n a n c i a l C o n d i t i o n a n d R e s u l t s o f O p e r a t i o n s c o n t i n u e d Net voyage revenue grew 14.0% to $280.2 million in fiscal 1997 from $245.7 million in fiscal 1996, and 4.6% in fiscal 1996 from $235.0 million in fiscal 1995, reflecting improving tanker charter market conditions and the effect of changes in the size of the fleet. The Company’s average TCE rate in fiscal 1997 was up 10.4% to $20,356 from $18,438 in fiscal 1996, after an increase of 11.4% in fiscal 1996 from $16,552 in fiscal 1995. Vessel operating expenses increased 7.0% to $72.6 million in fiscal 1997 from $67.8 million in fiscal 1996, and decreased 6.7% in fiscal 1996 from $72.7 million in fiscal 1995, mainly reflecting changes in fleet size. Depreciation and amortization expense increased 10.1% to $90.7 million in fiscal 1997 from $82.4 million in fis- cal 1996, as a result of an increase in average fleet size, and a higher than usual number of scheduled drydockings. Depreciation and amortization expense decreased 12.8% in fiscal 1996 from $94.5 million in fiscal 1995, as a result of a decrease in average fleet size and a revision to estimates of residual values of the Company’s vessels as at April 1, 1995. The revision effectively reduced depreciation expense by approximately $9.4 million in fiscal 1996 as compared to fiscal 1995. Depreciation and amortization expense included amortization of drydocking costs of $10.9 million in fiscal 1997, $8.6 million in fiscal 1996, and $10.3 million in fiscal 1995. General and administrative expenses rose 14.7% to $19.2 million in fiscal 1997 from $16.8 million in fiscal 1996, and 11.5% in fiscal 1996 from $15.0 million in fiscal 1995, as the result of increases in senior management compensation, the cost of compliance with increasingly stringent tanker industry regulations, and greater administrative costs subsequent to the acquisition of Teekay Shipping Limited in March 1995. Interest expense decreased by 3.3% to $60.8 million in fiscal 1997 from $62.9 million in fiscal 1996, and by 5.1% in fiscal 1996 from $66.3 million in fiscal 1995. The decreases resulted primarily from a continued decline in the Company’s total debt, partially offset by higher interest rates resulting from the issue of $225 million 8.32% First Preferred Ship Mortgage Notes in January 1996. Interest income of $6.4 million in fiscal 1997, $6.5 million in fiscal 1996, and $5.9 million in fiscal 1995, largely reflected increasing cash balances offset in fiscal 1997 by lower interest rates. Other income of $2.8 million in fiscal 1997 and $9.2 million in fiscal 1996 consisted primarily of gains on the sale of a 50%-owned tanker in fiscal 1997 and two vessels in fiscal 1996. Other income of $12.8 million in fiscal 1995 included an $18.2 million gain on the sale of six vessels, partially offset by $4.3 million in losses on available-for-sale securities and a $2.1 million equity loss from the Company’s 50% investment in VCSC. 22 The following table illustrates the relationship between fleet size (measured in ship-days), time charter equivalent (“TCE”) per revenue-generating ship-day performance, and operating results per calendar ship-day: Year Ended March 31, 1997 Year Ended March 31, 1996 Year Ended March 31, 1995 Total calendar ship-days Non-revenue days 14,937 866 14,310 698 15,315 822 Revenue-generating ship-days (A) 14,071 13,612 14,493 Net voyage revenue before commissions (B) (000s) $ 286,429 Time charter equivalent (TCE) (B/A) $ 20,356 $ $ 250,981 18,438 $ $ 239,888 16,552 Operating results per calendar ship-day: Net voyage revenue $ 18,760 $ 17,173 $ 15,345 Vessel operating expense General and administrative expense Drydocking expense 4,922 1,286 733 4,787 1,171 602 4,748 981 672 Operating cash flow per calendar ship-day $ 11,819 $ 10,613 $ 8,944 LIQUIDITY AND CAPITAL RESOURCES The Company’s total liquidity, including cash, cash equivalents and undrawn long-term lines of credit, was $258.6 million as at March 31, 1997, up from $197.3 million as at March 31, 1996, and $85.7 million as at March 31, 1995, as a result of internally generated cash flow and debt refinancings. Net cash flow from operating activities rose to $139.2 million in fis- cal 1997, compared to $98.4 million and $90.0 million in fiscal years 1996 and 1995, respectively, reflecting an improve- ment in tanker charter market conditions. The Company’s scheduled debt repayments were $16.0 million during fiscal 1997, down significantly from $57.9 million in fiscal 1996 and $87.6 million in fiscal 1995, as a result of debt refinancings which have lengthened repayment terms. In October 1996, the Company completed two new term loan facilities (the “Term Loan Facilities”), with seven com- mercial banks providing borrowings of up to $210 million in order to refinance existing debt at improved rates and credit terms. The Term Loan Facilities also provided an additional $49 million of liquidity to the Company. 23 M a n a g e m e n t ’ s D i s c u s s i o n a n d A n a l y s i s o f F i n a n c i a l C o n d i t i o n a n d R e s u l t s o f O p e r a t i o n s c o n t i n u e d Dividend payments during fiscal 1997 were $24.1 million, or 86 cents per share, of which $13.5 million was paid in cash and $10.6 million was paid in the form of common shares issued under the Company’s dividend reinvestment plan. During fiscal 1997, the Company incurred capital expenditures for vessels and equipment of $65.1 million, mainly as a result of the acquisition of two modern, second-hand Aframax tankers, the SEMAKAU SPIRIT and the SINGAPORE SPIRIT (formerly the GALAXY RIVER). These acquisitions were financed through the Term Loan Facilities completed in October 1996. As a result of a larger number of scheduled drydockings in fiscal 1997, capital expenditures for drydocking were $16.6 mil- lion in fiscal 1997, compared to $7.4 million in fiscal 1996 and $14.4 million in fiscal 1995. A double-hull newbuilding Aframax tanker is scheduled for delivery on June 17, 1997 for a total cost of $44.5 mil- lion. At March 31, 1997, payments of $8.9 million had been made towards this commitment and a $35.6 million long-term financing arrangement exists for the remaining unpaid cost of this vessel. FORWARD-LOOKING STATEMENTS The Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 1997 and this Annual Report to Shareholders for 1997 contain forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) which reflect management’s current views with respect to future events and financial performance, in particular the state- ments regarding an improvement in the tanker market conditions and the Company’s return on invested capital in fiscal years 1998 and 1999; the Company’s competitive advantage over other tanker owners in the Aframax spot market; the num- ber of mid-1970s-built tankers in the market that will be phased out over the next three years; the increase in tanker demand in 1997 and 1998; and the balance of supply and demand in the tanker market. The following factors are among those that could cause actual results to differ materially from the forward-looking statements and that should be considered in evalu- ating any such statement: changes in production of or demand for oil and petroleum products, either generally or in par- ticular regions; greater than anticipated levels of tanker newbuilding orders or less than anticipated rates of tanker scrapping; changes in trading patterns significantly impacting overall tanker tonnage requirements; changes in the typical seasonal variations in tanker charter rates; unanticipated changes in laws and regulations and the Company’s ability to comply with all existing and future laws and regulations; changes in demand for modern, high quality vessels; risks incident to vessel operation, including pollution; and other risks detailed from time to time in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission. The Company may issue additional written or oral forward-looking statements from time to time which are qualified in their entirety by the cautionary statement contained in this paragraph and in other reports hereafter filed by the Company with the U.S. Securities and Exchange Commission. 24 A u d i t o r s’ R e p o r t TO THE SHAREHOLDERS OF TEEKAY SHIPPING CORPORATION We have audited the accompanying consolidated balance sheets of Teekay Shipping Corporation and subsidiaries as of March 31, 1997 and 1996, and the related consolidated statements of income and retained earnings and cash flows for each of the three years in the period ended March 31, 1997. These financial statements are the responsibility of the Company’s man- agement. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and dis- closures in the financial statements. An audit also includes assessing the accounting principles used and significant esti- mates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Teekay Shipping Corporation and subsidiaries as at March 31, 1997 and 1996, and the consolidated results of their operations and their cash flows for each of the three years in the period ended March 31, 1997, in confor- mity with accounting principles generally accepted in the United States. Nassau, Bahamas May 7, 1997 Chartered Accountants 25 C o n s o l i d a t e d S t a t e m e n t s o f I n c o m e a n d R e t a i n e d E a r n i n g s (in thousands of U.S. dollars, except per share amounts) NET VOYAGE REVENUES Voyage revenues Voyage expenses Net voyage revenues OPERATING EXPENSES Vessel operating expenses Time charter hire expense Depreciation and amortization General and administrative (note 3) Income from vessel operations OTHER ITEMS Interest expense Interest income Other income (note 10) Net income before cumulative effect of accounting change Cumulative effect of change in accounting for marketable securities (note 1) Net income Retained earnings, beginning of the year Year Ended March 31, 1997 Year Ended March 31, 1996 Year Ended March 31, 1995 $ 382,249 102,037 $ 280,212 $ $ 336,320 90,575 245,745 $ $ 319,966 84,957 235,009 $ 72,586 $ 67,841 $ 72,723 3,461 90,698 19,209 $ $ 185,954 94,258 $ $ 2,503 82,372 16,750 169,466 76,279 94,452 15,018 182,193 52,816 $ $ $ (60,810) $ (62,910) $ (66,304) 6,358 2,824 6,471 9,230 (51,628) $ (47,209) 42,630 $ 29,070 $ $ $ 42,630 363,690 $ 406,320 $ $ 29,070 406,547 435,617 (60,000) (11,927) 5,904 12,839 (47,561) 5,255 1,113 6,368 400,179 406,547 $ $ $ $ Exchange of redeemable preferred stock (note 8) Dividends declared and paid (24,142) Retained earnings, end of the year $ 382,178 $ 363,690 $ 406,547 EARNINGS PER SHARE AMOUNTS (note 1) Net income before cumulative effect of accounting change $ 1.52 $ 1.17 $ 0.29 Cumulative effect of change in accounting for marketable securities Net income Weighted average number of common shares 1.52 1.17 0.06 0.35 outstanding 28,138,187 24,837,109 18,000,000 The accompanying notes are an integral part of the consolidated financial statements. 26 C o n s o l i d a t e d B a l a n c e S h e e t s (in thousands of U.S. dollars) ASSETS Current Cash and cash equivalents Accounts receivable – trade – other Prepaid expenses and other assets Total current assets Vessels and equipment (notes 1,5 and 9) At cost, less accumulated depreciation of $457,779 (1996 – $377,105) Advances on vessels Total vessels and equipment Investment Other assets LIABILITIES AND STOCKHOLDERS’ EQUITY Current Accounts payable Accrued liabilities (note 4) Current portion of long-term debt (note 5) Total current liabilities Long-term debt (note 5) Total liabilities Stockholders’ equity Capital stock (note 8) Retained earnings Total stockholders’ equity As at March 31, 1997 As at March 31, 1996 $ 117,523 $ 101,780 25,745 1,066 14,666 22,213 2,725 15,331 $ 159,000 $ 142,049 $ 1,187,399 $ 1,193,557 8,938 5,250 $ 1,196,337 $ 1,198,807 6,335 11,166 1,624 12,821 $ 1,372,838 $ 1,355,301 $ 16,315 $ 11,761 26,982 36,283 79,580 663,443 743,023 247,637 382,178 629,815 $ $ $ $ $ $ 1,372,838 18,303 19,102 49,166 706,740 755,906 235,705 363,690 599,395 1,355,301 $ $ $ $ $ $ Commitments and contingencies (notes 5, 6 and 9) The accompanying notes are an integral part of the consolidated financial statements. 27 C o n s o l i d a t e d S t a t e m e n t s o f C a s h F l o w s (in thousands of U.S. dollars) Cash and cash equivalents provided by (used for) OPERATING ACTIVITIES Net income from operating activities $ 42,630 $ 29,070 $ 5,255 Year Ended March 31, 1997 Year Ended March 31, 1996 Year Ended March 31, 1995 Add (deduct) charges to operations not requiring a payment of cash and cash equivalents: Depreciation and amortization Gain on disposition of assets Loss (gain) on available-for-sale securities Equity loss (income) (net of dividend received: March 31, 1997 – $282) Other – net Change in non-cash working capital items related to 90,698 (2,414) 2,785 82,372 (8,784) (55) (1,139) 2,507 94,452 (18,245) 4,303 2,089 914 operating activities (note 11) 5,459 (5,556) 1,251 Net cash flow from operating activities $ 139,158 $ 98,415 $ 90,019 FINANCING ACTIVITIES Proceeds from long-term debt $ 240,000 $ 448,000 Scheduled repayments of long-term debt (16,038) (57,850) Prepayments of long-term debt (250,078) (505,962) Scheduled payments on capital lease obligations Prepayments of capital lease obligations Net proceeds from issuance of Common Stock Cash dividends paid Capitalized loan costs (1,527) (43,023) 137,872 (7,094) (5,965) 1,283 (13,493) (1,130) (87,570) (15,033) (1,565) Net cash flow from financing activities $ (39,456) $ (35,549) $ (104,168) INVESTING ACTIVITIES Expenditures for vessels and equipment (net of capital lease financing of: (March 31, 1997 – $NIL; March 31, 1996 – $44,550; March 31, 1995 – $NIL) $ (65,104) $ (79,293) $ (7,465) Expenditures for drydocking Proceeds from disposition of assets Net cash flow from investment Proceeds on sale of available-for-sale securities Purchases of available-for-sale securities Other (16,559) (2,296) Net cash flow from investing activities Increase (decrease) in cash and cash equivalents Cash and cash equivalents, beginning of the year Cash and cash equivalents, end of the year $ $ $ (83,959) 15,743 101,780 117,523 $ $ $ (7,405) 28,428 3,273 111,770 (41,993) 14,780 77,646 24,134 101,780 (14,431) 16,817 2,650 110,806 (115,085) 39 (6,669) (20,818) 44,952 24,134 $ $ $ The accompanying notes are an integral part of the consolidated financial statements. 28 N o t e s t o C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s (all tabular amounts stated in thousands of U.S. dollars) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements are prepared in accordance with accounting principles generally accept- ed in the United States. They include the accounts of Teekay Shipping Corporation (“Teekay” – which is incor- porated under the laws of Liberia) and its wholly owned or controlled subsidiaries (the “Company”). Significant intercompany items and transactions have been eliminated upon consolidation. On March 31, 1995, Teekay acquired 100% of the outstanding stock of Teekay Shipping Limited (“TSL”), an affiliated company, for cash consideration of $776,000 representing the net book value of TSL at March 31, 1995. The impact of this transaction on the financial position and results of operations of Teekay is not con- sidered significant. The assets and liabilities of TSL have been combined with those of Teekay effective March 31, 1995. Teekay’s results of operations include those of TSL subsequent to that date. As a result, certain voy- age expenses which were paid to TSL have been reclassified to general and administrative expenses, in order to conform with the presentation adopted subsequent to March 31, 1995. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reporting currency The consolidated financial statements are stated in U.S. dollars because the Company operates in international shipping markets which utilize the U.S. dollar as the functional currency. Investment The Company’s 50% interest in Viking Consolidated Shipping Corp. (“VCSC”) is carried at the Company’s origi- nal cost plus its proportionate share of the undistributed net income. On March 12, 1997, VCSC entered into an agreement to sell its one remaining vessel and it is not anticipated that the operating companies of VCSC will have active operations in the near future. The disposal of this vessel and the related gain on sale has been reflected in these consolidated financial statements (see Note 10 – Other Income). Operating revenues and expenses Voyage revenues and expenses are recognized on the percentage of completion method of accounting. Estimated losses on voyages are provided for in full at the time such losses become evident. The consolidated balance sheets reflect the deferred portion of revenues and expenses applicable to subsequent periods. Voyage expenses comprise all expenses relating to particular voyages, including bunker fuel expens- es, port fees, canal tolls, and brokerage commissions. Vessel operating expenses comprise all expenses relat- ing to the operation of vessels, including crewing, repairs and maintenance, insurance, stores and lubes, and miscellaneous expenses including communications. 29 N o t e s t o C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s c o n t i n u e d (all tabular amounts stated in thousands of U.S. dollars) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued Marketable securities The Company adopted the Statement of Financial Accounting Standards Board Statement No. 115, “Accounting for Certain Investments in Debt and Equity Securities” (“FAS 115”) for the year ended March 31, 1995. In apply- ing FAS 115, investments in marketable securities (disposed of during fiscal 1996) have been classified by man- agement as available-for-sale securities and are carried at fair value. Net unrealized gains or losses on available- for-sale securities are reported as a separate component of stockholders’ equity. The cumulative effect on open- ing retained earnings from application of this Statement has been reflected separately as an adjustment to net income for the year ended March 31, 1995. Vessels and equipment All pre-delivery costs incurred during the construction of new buildings, including interest costs, and supervi- sion and technical costs are capitalized. The acquisition cost and all costs incurred to restore used vessel pur- chases to the standard required to properly service the Company’s customers are capitalized. Depreciation is calculated on a straight-line basis over a vessel’s useful life, estimated by the Company to be twenty years from the date a vessel is initially placed in service. Effective April 1, 1995, the Company revised its estimates of the residual values of its vessels. The effect of this change in estimated residual values was to reduce depreciation expense for the years ended March 31, 1997 and March 31, 1996 by $9.2 million (or $0.33 per common share) and $9.4 million (or $0.38 per com- mon share), respectively. Interest costs capitalized to vessels and equipment for the years ended March 31, 1997, 1996 and 1995 aggregated $232,000, $106,000, and $151,000, respectively. Expenditures incurred during drydocking are capitalized and amortized on a straight-line basis over the period until the next anticipated drydocking. When significant drydocking expenditures recur prior to the expiry of this period, the remaining balance of the original drydocking is expensed in the month of the subsequent dry- docking. Drydocking expenses amortized for the years ended March 31, 1997, 1996 and 1995 aggregated $10,941,000, $8,617,000, and $10,281,000, respectively. Vessels acquired pursuant to bareboat hire purchase agreements are capitalized as capital leases and are amortized over the estimated useful life of the acquired vessel. Other assets Loan costs, including fees, commissions and legal expenses, are capitalized and amortized over the term of the relevant loan. Amortization of loan costs is included in interest expense. 30 Interest rate swap and cap agreements The differential to be paid or received is accrued as interest rates change and is recognized as an adjustment to interest expense. Premiums paid for interest rate cap agreements are recorded at cost. Premiums and receipts, if any, are recognized as adjustments to interest expense over the lives of the individual contracts. Forward contracts The Company enters into forward contracts as a hedge against changes in foreign exchange rates. Market value gains and losses are deferred and recognized in the period when the hedged transaction is recorded in the accounts. Cash flows Cash interest paid during the years ended March 31, 1997, 1996 and 1995 totalled $57,400,000, $59,021,000, and $65,368,000, respectively. The Company classifies all highly liquid investments with a maturity date of three months or less when purchased as cash and cash equivalents. Income taxes The legal jurisdictions of the countries in which Teekay and its subsidiaries are incorporated do not impose income taxes upon shipping-related activities. Earnings per share Earnings per share amounts are based upon the weighted average number of common shares outstanding dur- ing each period, after giving effect to the 1 for 2 reverse stock split (see Note 8 – Capital Stock). Stock options have not been included in the computation of the earnings per share amounts since their effect thereon would not be material. Accounting for Stock-Based Compensation Effective April 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation.” SFAS 123 requires expanded disclosures of stock-based compen- sation arrangements with employees and encourages (but does not require) companies to record compensation costs associated with employee stock option awards, based on estimated fair values at the grant dates. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in APB Opinion No. 25 (APB 25) “Accounting for Stock Issued to Employees” and has disclosed the required pro forma effect on net income and net income per share as if the fair value method of accounting as prescribed in SFAS 123 had been applied (see Note 8 – Capital Stock). 31 N o t e s t o C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s c o n t i n u e d (all tabular amounts stated in thousands of U.S. dollars) 2. BUSINESS OPERATIONS The Company is engaged in the ocean transportation of petroleum cargoes worldwide through the ownership and operation of a fleet of tankers. All of the Company’s revenues are earned in international markets. The Company had one charterer (an international oil company) during fiscal 1997 from which voyage rev- enues exceeded 10% of total voyage revenues. Voyage revenues from such charterer amounted to $48,696,000. 3. CONTRACTUAL RELATIONSHIPS Prior to the acquisition of TSL, (see Note 1 – Basis of presentation), TSL and its affiliated companies rendered admin- istrative, operating and ship management services to the Company in return for a monthly fee and commissions at rates considered usual and customary to the industry. Fees and commissions incurred, included in general and administrative expenses, for the year ended March 31, 1995 aggregated $11,826,000. Commissions incurred, related to vessel dispositions, for the year ended March 31, 1995 aggregated $295,000. 4. ACCRUED LIABILITIES Voyage and vessel Interest Payroll and benefits March 31, 1997 March 31, 1996 $ 15,458 $ 9,294 2,230 9,053 7,789 1,461 $ 26,982 $ 18,303 5. LONG-TERM DEBT March 31, 1997 March 31, 1996 Revolving Credit Facility $ $ 118,000 First Preferred Ship Mortgage Notes (8.32%) U.S. dollar debt due through 2008 225,000 225,000 First Preferred Ship Mortgage Notes (9 5/8%) U.S. dollar debt due through 2004 151,200 151,200 Floating rate (LIBOR + 0.65% to 1 1/2%) U.S. dollar debt due through 2006 Less current portion 323,526 699,726 36,283 231,642 725,842 19,102 $ 663,443 $ 706,740 As at March 31, 1997, the Revolving Credit Facility (the “Revolver”) provided for borrowings of up to $141.1 mil- lion (the “commitment amount”) on a revolving credit basis. The commitment amount reduces by $6.9 million semi-annually each June and December together with a final balloon reduction in June 2003. Interest payments 32 are based on LIBOR plus a margin ranging from 0.80% to 1.25%, depending on the financial leverage of the Company. The Revolver is collateralized by first priority mortgages granted on ten of the Company’s Aframax tankers, together with certain other related collateral, and a guarantee from the Company for all amounts out- standing under the Revolver. The 8.32% First Preferred Ship Mortgage Notes due February 1, 2008 (the “8.32% Notes”) are collateral- ized by first preferred mortgages on seven of the Company’s Aframax tankers, together with certain other relat- ed collateral, and are guaranteed by seven subsidiaries of Teekay that own the mortgaged vessels (the “8.32% Notes Guarantor Subsidiaries”) to a maximum of 95% of the fair value of their net assets. As at March 31, 1997, the fair value of these net assets approximated $278 million. The 8.32% Notes are also subject to a sinking fund, which will retire $45 million principal amount of the 8.32% Notes on each February 1, commencing 2004. Upon the 8.32% Notes achieving Investment Grade Status and subject to certain other conditions, the guar- antees of the 8.32% Notes Guarantor Subsidiaries will terminate, all of the collateral securing the obligations of the Company and the 8.32% Notes Guarantor Subsidiaries under the Indenture and the Security Documents will be released (whereupon the Notes will become general unsecured obligations of the Company) and certain covenants under the Indenture will no longer be applicable to the Company. The 9 5⁄ 8% First Preferred Ship Mortgage Notes due July 15, 2003 (the “95⁄ 8% Notes”) are collateralized by first preferred mortgages on six of the Company’s Aframax tankers, together with certain other related collat- eral, and are guaranteed by six subsidiaries of Teekay that own the mortgaged vessels (the “95⁄ 8% Notes Guarantor Subsidiaries”) to a maximum of 95% of the fair value of their net assets. As at March 31, 1997, the fair value of these net assets approximated $191 million. The 95⁄ 8% Notes are also subject to a sinking fund, which will retire $25 million principal amount of the 95⁄ 8% Notes, on each July 15, commencing July 15, 1997. During first quar- ter of fiscal 1996, the Company retired $23.8 million of the 95⁄ 8% Notes, which will be applied to reduce the July 15, 1997 sinking fund requirement. The 95⁄ 8% Notes are redeemable at the option of the Company, in whole or in part, on or after July 15, 1998 at the following redemption prices expressed as a percentage of principal: July 15 Redemption Price 1998 1999 2000 104.813% 102.406% 100.000% Upon a Change of Control each 9 5⁄ 8% Note holder and 8.32% Note holder has the right, unless the Company elects to redeem these Notes, to require the Company to purchase these Notes at 101% of their principal amount plus accrued interest. All other floating rate loans are collateralized by first preferred mortgages on the vessels to which the loans relate, together with certain other collateral, and guarantees from the parent Company. In certain instances second preferred mortgages have been recorded against specific vessels. 33 N o t e s t o C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s c o n t i n u e d (all tabular amounts stated in thousands of U.S. dollars) 5. LONG-TERM DEBT continued Among other matters, the long-term debt agreements generally provide for such items as maintenance of cer- tain vessel market value to loan ratios and minimum consolidated financial covenants, prepayment privileges (in some cases with penalties), and restrictions against the incurrence of additional debt and new investments by the individual subsidiaries without prior lender consent. The amount of Restricted Payments, as defined, that the Company can make, including dividends and purchases of its own capital stock, is limited as of March 31, 1997, to $58.7 million. As at March 31, 1997, the Company was committed to a series of interest rate swap agreements where- by $150 million of the Company’s floating rate debt was swapped with fixed rate obligations having an average remaining term of 19.5 months. The swap agreements expire between October 1998 and December 1998. These arrangements effectively change the Company’s interest rate exposure on $150 million of debt from a floating LIBOR rate to an average fixed rate of 5.86%. The Company is exposed to credit loss in the event of non-perfor- mance by the counter parties to the interest rate swap agreements; however, the Company does not anticipate non-performance by any of the counter parties. The aggregate annual long-term debt principal repayments required to be made for the five fiscal years subsequent to March 31, 1997 are $36,283,000 (fiscal 1998), $69,093,000 (fiscal 1999 - 2001), and $80,324,000 (fiscal 2002). 6. LEASES Charters-out Time charters to third parties of the Company’s vessels are accounted for as operating leases. The minimum future revenues to be received on time charters currently in place are $34,893,000 (fiscal 1998) and $3,875,000 (fiscal 1999). The minimum future revenues should not be construed to reflect total charter hire revenues for any of the years. 7. FAIR VALUE OF FINANCIAL INSTRUMENTS Carrying amounts of all financial instruments approximate fair market value except for the following: Long-term debt – The fair values of the Company’s fixed rate long-term debt are based on either quot- ed market prices or estimated using discounted cash flow analyses, based on rates currently available for debt with similar terms and remaining maturities. Interest rate swap and cap agreements – The fair value of interest rate swaps, used for hedging pur- poses, is the estimated amount that the Company would receive or pay to terminate the agreements at the report- ing date, taking into account current interest rates and the current credit worthiness of the swap counter par- ties. The fair value of interest rate cap agreements is the estimated amount that the Company would receive from selling the contracts as at the reporting date. 34 The estimated fair value of the Company’s financial instruments is as follows: March 31, 1997 March 31, 1996 Carrying Amount Fair Value Carrying Amount Fair Value Cash and cash equivalents $ 117,523 $ 117,523 $ 101,780 $ 101,780 Long-term debt 699,726 695,265 725,842 723,056 Interest rate swap agreements – net receivable (payable) position Interest rate cap agreements 1,154 618 (60) 10 The Company transacts with investment grade rated financial institutions and requires no collateral from these institutions. 8. CAPITAL STOCK Authorized 25,000,000 Preferred Stock with a par value of $1 per share 125,000,000 Common Stock with no par value Common Stock Thousands of Shares Preferred Stock Thousands of Shares Issued and outstanding Balance March 31, 1994 and 1995 $ 33,000 36,000 $ 1 600 May 15, 1995 1-for-2 Reverse Common Stock Split (18,000) July 19, 1995 Initial Public Offering 6,900,000 shares at $21.50 per share of Common Stock (net of share issue costs) 137,613 6,900 July 19, 1995 Exchange of Redeemable Preferred Stock for 2,790,698 shares of Common Stock 60,000 2,791 (1) (600) Reinvested Dividends Exercise of Stock Options 4,833 259 201 12 Balance March 31, 1996 $ 235,705 27,904 $ Reinvested Dividends Exercise of Stock Options 10,649 1,283 364 60 Balance March 31, 1997 $ 247,637 28,328 $ 0 0 0 0 The Company has reserved 2,076,862 shares of Common Stock for issuance upon exercise of options granted pursuant to the Company’s 1995 Stock Option Plan (the “Plan”). During fiscal 1997 and 1996, the Company granted options under the Plan to acquire up to 343,250 and 796,750 shares of Common Stock (the “Grants”), respectively, to certain eligible officers, key employees 35 N o t e s t o C o n s o l i d a t e d F i n a n c i a l S t a t e m e n t s c o n t i n u e d (all tabular amounts stated in thousands of U.S. dollars) 8. CAPITAL STOCK continued (including senior sea staff), and directors of the Company. The options have a 10-year term and follow a graded-vest- ing schedule. The options granted during fiscal 1997 vest equally over four years from the date of grant. Three quar- ters of the options granted during fiscal 1996 have vested and the remaining quarter will vest during fiscal 1998. A summary of the Company’s stock option activity, and related information for the years ended March 31 follows: Fiscal 1997 Fiscal 1996 Options (000’s) Weighted Average Exercise Price Options (000’s) Weighted Average Exercise Price Outstanding, beginning of year 779 $ 21.50 0 $ 21.50 Granted Exercised Forfeited Outstanding, end of year Exercisable at end of year Weighted-average fair value of options 343 (60) (6) 1,056 519 $ $ 27.38 21.50 24.00 23.40 21.50 797 (12) (6) 779 383 $ $ 21.50 21.50 21.50 21.50 21.50 granted during the year (per option) $ 6.72 $ 5.16 Exercise prices for the options outstanding as of March 31, 1997 ranged from $21.50 to $27.38 and have a weighted-aver- age remaining contractual life of 8.57 years. The Company applies APB 25, “Accounting for Stock Issued to Employees” and related Interpretations in account- ing for its employee stock options (see Note 1 – Accounting for Stock-Based Compensation). Under APB 25, because the exercise price of the Company’s employee stock options equals the market price of underlying stock on the date of grant, no compensation expense is recognized. Had the Company recognized compensation costs for the Grants consistent with the methods recommended by SFAS 123 (see Note 1 – Accounting for Stock-Based Compensation), the Company’s net income and net income per share for those years ended would have been stated at the pro forma amounts as follows: Year Ended March 31, 1997 Year Ended March 31, 1996 Net income: As reported Pro forma Net income per common share: As reported Pro forma $ $ 42,630 40,679 1.52 1.45 $ 29,070 26,842 $ 1.17 1.08 The fair values of the Grants were estimated on the dates of grant using the Black-Scholes option-pricing model with the following assumptions: risk-free average interest rates of 6.44% and 6.14% for fiscal 1997 and fiscal 1996, respectively, div- idend yield of 3.0%; expected volatility of 25%; and expected lives of 5 years. 36 9. COMMITMENTS AND CONTINGENCIES As at March 31, 1997, the Company was committed to foreign exchange contracts for the forward purchase of approximately Japanese Yen 100 million and Singapore dollars 16,478,650 for U.S. dollars, at an average rate of Japanese Yen 122.12 per U.S. dollar and Singapore dollar 1.41 per U.S. dollar, respectively, for the purpose of hedging accounts payable and accrued liabilities. As at March 31, 1997, the Company was committed to the construction of an Aframax vessel for a cost of $44.5 million, scheduled for delivery in June 1997. At March 31, 1997, payments of $8.9 million had been made towards this commitment and a $35.6 million long-term financing arrangement exists for the remaining unpaid cost of this vessel. 10. OTHER INCOME Year Ended Year Ended March 31, 1997 March 31, 1996 March 31, 1995 Year Ended Gain on disposition of assets $ $ 8,784 $ 18,245 Gain (loss) on available-for-sale securities Equity in results of 50% owned company Foreign currency exchange gain (loss) Miscellaneous – net 2,696 (226) 354 55 1,139 (665) (83) (4,303) (2,089) 991 (5) $ 2,824 $ 9,230 $ 12,839 For the year ended March 31, 1997, equity in results of the 50% owned company includes a $2,732,000 gain on a vessel sale. Gross realized gains on sales of available-for-sale securities for the years ended March 31, 1996 and 1995 aggregated $1,787,000 and $691,000, respectively. Gross realized losses on sales of available-for-sale securities for the years ended March 31, 1996 and 1995 aggregated $1,732,000 and $4,994,000, respectively. 11. CHANGE IN NON-CASH WORKING CAPITAL ITEMS RELATED TO OPERATING ACTIVITIES Year Ended Year Ended March 31, 1997 March 31, 1996 March 31, 1995 Year Ended Accounts receivable $ (1,873) $ (4,792) $ 3,585 Prepaid expenses and other assets Accounts payable Accrued liabilities 12. COMPARATIVE FIGURES 665 4,554 2,113 (2,058) (1,597) 281 1,013 (310) (427) $ 5,459 $ (5,556) $ 1,251 Certain of the comparative figures have been reclassified to conform with the presentation adopted in the cur- rent period. 37 F i v e Ye a r S u m m a r y o f F i n a n c i a l I n f o r m a t i o n (US dollars in thousands, except per share and per day data and ratios) Fiscal year Fiscal year Fiscal year ended March 31, ended March 31, ended March 31, 11 month period ended March 31, 1997 1996 1995 1994 Fiscal year ended April 30, 1993 INCOME STATEMENT DATA: Net voyage revenues $ 280,212 $ 245,745 $ 235,009 $ 236,690 $ 228,189 Income from vessel operations 94,258 76,279 52,816 60,777 37,310 Income before foreign exchange gain (loss) and discontinued operations Net income (loss) PER SHARE DATA: 42,856 42,630 29,735 29,070 4,264 6,368 25,745 30,158 28,559 (47,468) Earnings (loss) per share $ 1.52 $ 1.17 $ 0.35 $ 1.68 $ (2.64) Weighted average shares outstanding (thousands) 28,138 24,837 18,000 18,000 18,000 BALANCE SHEET DATA (at end of period): Total assets $ 1,372,838 $ 1,355,301 $ 1,306,474 $ 1,405,147 $ 1,368,966 Total stockholders' equity 629,815 599,395 439,066 433,180 403,022 OTHER FINANCIAL DATA: EBITDA $ 191,632 $ 166,233 $ 146,756 $ 151,364 $ 136,123 Net debt to capitalization (%) 48.0 51.0 63.3 65.9 67.5 CAPITAL EXPENDITURES: Vessel purchases, gross $ 65,104 $ 123,843 $ 7,465 $ 163,509 $ 334,733 Drydocking 23,124 11,641 11,917 13,296 16,440 FLEET DATA: Average number of ships 41 39 42 45 50 Time-charter equivalent (TCE) $ 20,356 $ 18,438 $ 16,552 $ 17,431 $ 13,722 Operating cash flow per ship per day 11,819 10,613 8,944 9,133 6,511 38 B o a r d o f D i r e c t o r s AXEL KARLSHOEJ Director and Chairman of the Board President of Nordic Industries CAPTAIN JAMES N. HOOD Director, President and Chief Executive Officer ARTHUR F. COADY Director, Executive Vice President and General Counsel MICHAEL D. DINGMAN Director Chairman and Chief Executive Officer of The Shipston Group Limited MORRIS L. FEDER Director President of Worldwide Cargo Inc. STEVE G.K. HSU Director Chairman of Oak Maritime (H.K.) Inc., Limited Not shown THOMAS KUO-YUEN HSU Director Executive Director of Expedo & Company (London) Ltd. 39 C o r p o r a t e I n f o r m a t i o n STOCK TRANSFER AGENT AND REGISTRAR INVESTOR RELATIONS The Bank of New York 101 Barclay Street P.O. Box 11258 Church Street Station New York, New York 10286 Tel: 1-800-524-4458 STOCK EXCHANGE LISTING New York Stock Exchange Symbol: TK A copy of the Company’s Annual Report on Form 20-F is available by writing or calling: Teekay Shipping (Vancouver) Ltd. Investor Relations 2100-200 Burrard Street Vancouver, B.C. Canada V6C 3L6 Tel: (604) 844-6654 Fax: (604) 844-6619 There were 28.3 million shares outstanding CORPORATE HEADQUARTERS at March 31, 1997. Teekay Shipping Corporation Tradewinds Building, 5th Floor SHARE PRICE INFORMATION Bay Street The following table sets forth the New York Stock P.O. Box SS-6293 Exchange high and low prices of the Company’s stock Nassau for each quarter during fiscal 1997: The Bahamas Quarter ended June 30, 1996 September 30, 1996 December 31, 1996 March 31, 1997 High $28 $305 ⁄ 8 $331 ⁄ 8 $341 ⁄ 4 Low $25 $261 ⁄ 2 $287 ⁄ 8 $261 ⁄ 2 40 Teekay Shipping Limited Teekay Shipping (Singapore) Pte. Ltd. Tradewinds Building, 5th Floor 12 Prince Edward Road Bay Street P.O. Box SS-6293 Nassau The Bahamas #06-10, Podium B, Bestway Building Singapore 079212 Mayon Marine Management, Inc. PVB Building, Ground Floor Teekay Shipping (Vancouver) Ltd. Gen. Luna St. Cor., Sta. Potenciana St. 200 Burrard Street, 21st Floor Vancouver, B.C. Canada V6C 3L6 Intramuros Manila Philippines Teekay Shipping (UK) Ltd. Teekay Shipping (Japan) Ltd. Ravensbourne House, 4th Floor 6F Eiyu Irifune Building Cromwell Avenue Bromley, Kent BR2 9HF England Teekay Norbulk Ltd. Norbulk House 68 Glassford Street Glasgow G1 1UP Scotland 1-13 Irifune 3 - Chome, Chuo-ku Tokyo 104 Japan Teekay Shipping (Australia) Pty. Ltd. 24 Carpenter Crescent Warriewood, NSW 2102 Australia . c n I ) r e v u o c n a V ( s e i g e t a r t S l e l l a r a P y b d e c u d o r p d n a d e n g i s e D Printed in Canada
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