Welcome to Teekay Corporation's First Quarter 2020 Earnings Results Conference Call. During the call, all participants will be in a listen-only mode. Afterwards, you will be invited to participate in a question-and-answer session. [Operator Instructions] As a reminder, this call is being recorded. Now, for opening remarks and introduction, I would like to turn the call over to the company. Please go ahead.

Before we begin, I'd like to direct all participants to our website at www.teekay.com, where you'll find a copy of the first quarter 2020 earnings presentation. Kenneth and Vince will review this presentation during today's conference call. Please allow me to remind you that our discussion today contains forward-looking statements. Actual results may differ materially from results projected by those forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the first quarter 2020 earnings release and earnings presentation, available on our website. I’ll now turn the call over to Kenneth Hvid, Teekay Corporation’s President and CEO to begin.

Thank you, Ryan. Hello everyone and thank you very much for joining us today for Teekay Corporation’s first quarter 2020 earnings conference call. I hope that you and your families are all safe and healthy. On the call today, I’m joined by Vince Lok, Teekay’s Group CFO. Before we get into all results, I'd like to take a moment to thank all of our seafarers on shore-based staff for their extraordinary dedication to maintain business continuity, and bringing energy to the world with Teekay spirit. While COVID-19 is having an unprecedented impact on the world and it's clearly a major focus for us, we're truly proud of how our seafarers and onshore colleagues have responded to COVID-19 implementing new standards, which focus on the health and well-being of everyone involved in our organization, especially our colleagues at sea, while maintaining consistently safe and efficient operations for our customers. We're also fortunate to be in a position where our operational results are strong so far in 2020, and we have had minimal impacts on our operations due to the pandemic. Moving to recent highlights on Slide 3 of the presentation. The first quarter of 2020 marked the second consecutive quarterly adjusted profit for Teekay, as we recorded consolidated adjusted net income of $25 million, or $0.25 per share, compared to an adjusted net loss of $13 million, or $0.13 per share in the same period last year. We also generated a total adjusted EBITDA of $342 million, an increase of $128 million or 59%, from the same period in the prior year. As a reminder, the Q1 2019 results included the contribution from the 14% ownership stake in Altera Infrastructure, formerly Teekay Offshore, which was sold in May 2019. It is also important to note that these figures only include $11…

Thanks, Kenneth. Turning to Slide 8. Over the past several years, we have focused on de-risking our businesses and strengthening our foundation across the Group. This included divesting and reducing our offshore exposure with the sale of our remaining interest in Teekay Offshore last year, and the new bareboat contract structure for the Foinaven FPSO, which Kenneth touched on earlier and completing key financings, including Teekay Parent’s bond last year, and more recently, Teekay LNGs unsecured revolver and a majority of Teekay Tankers debt facilities at attractive all-in pricing. Looking at the graphs on the slide, Teekay Corporation has reduced its pro forma consolidated net debt by $830 million or 19% since the beginning of 2019 and reduced its pro forma net debt-to-EBITDA from a peak of 9 times to 4.5 times while increasing our pro forma consolidated liquidity to over 900 million. We have also reduced Teekay Parent’s pro forma net debt by approximately 100 million or 25% since the beginning of 2019, and reduced our daughter debt guarantees to under $90 million as of March 31, which we expect will be completely eliminated by the end of 2020 while also holding a healthy pro forma liquidity position of $150 million. In short, we have made great progress in reducing our debt, eliminating near-term maturities, reducing remaining exposure to the offshore segment and significantly improving our financial position all around. With that, I will now turn the call back to Kenneth for his closing remarks.

Thanks, Vince. As you have heard, it was a very busy quarter with record TGP and TNK earnings and executing on our strategic priorities, which included completing various asset sales, securing charter contracts across the group and eliminating TGP IDRs in exchange for new TGP common units. In addition, in mid-April, we also published our 2019 sustainability report, which is our tenth consecutive annual sustainability report. As a leading oil and gas transportation company, Teekay cannot separate ourselves from the longer term challenges that the world is facing. We have built our company on a deep commitment to responsible safety and environmental practices. Over the past decade, we have worked with industry to pioneer and invest in increasingly more energy efficient vessels. For instance, our latest LNG carrier newbuildings produce about 50% less CO2 emissions per cubic meter of LNG transported. As our industry has set itself the challenge of progressively becoming carbon neutral by 2050, we have an enormous task ahead of us. We are embarking on new industry partnerships to drive necessary technological developments, and we will, in 2020, reassess our reporting framework so that we have the best possible foundation for the important work ahead of us. In closing, with our balance sheets continuing to strengthen, total pro forma liquidity of over $900 million for the Teekay Group, extensive contracted revenue from TK LNG, and higher contracted revenue and strong spot rates to-date at Teekay Tankers, and with no committed growth CapEx or significant upcoming debt maturities, we believe that the Teekay Group is financially well positioned for both any potential market volatility in the near term and the longer term future of marine energy transportation. With that operator, we are now available to take questions.

Thank you. [Operator Instructions] We will now take our first question from Michael Webber of Weber Research. Please go ahead.

Hey, good morning, guys. How are you?

Good morning, Mike. How are you doing?

Good, good. I would love to touch based on the IDR take out. Just curious maybe out of the gate, you know, the – can you give us some color on how you came up with the valuation considering that they were so far out of the money? Just curious what kind of methodology you guys have used to come up with the valuation and whether you're able to find the comp of a similar – of a MLP that had their IDRs taken out when they were that far under their [indiscernible] and any of the peers?

Yes, and just for everybody's benefit, who hasn't been following this transaction as closely as you have, I’d say, the perspective we came in with is that over the past several years, as we all know, there's been a lot of investor focus and push to address IDRs across the MLP space and we had many of our investors related to us that TGP was basically uninvestable until the IDRs were removed. And we talked about that on our Investor Day, as you know, that the one-off strategic priorities was to consider an IDR elimination and remove what we received feedback from investors that was the biggest overhang impacting Teekay LNG’s unit price. So the valuation was determined by or through a thorough and robust process where we followed the TGP conflicts committee process which is comprised of independent board members. They reviewed and negotiated the transaction on behalf of TGP. The TGP conflicts committee appointed their own independent financial legal advisors to assist them with the process and that was a process that took several months and we were not part of that process from Teekay management side. And Teekay Board did have a special committee to review the transaction, but that was pretty much the extent of the work that was done on the financials there. Vince, do you want to add anything on the valuation?

Well, I mean, I know that the conflicts committee was involved, right, so I'm less curious about the procedural process and more curious around, you know, how you arrived at that kind of a number for effectively an option that's still that far out of the money, right. So, I think that – you know I understand the fact that it was done with conflicts committee and everyone has, you know, I guess, distanced from it, but, you know, ultimately, you know, there's a transition of $123 million from the MLP to the TGP and just how did you arrive at that? Or how did – whoever came up with that number, how did they arrive at it?

Yes, Mike. Obviously, in TGP’s case, it's unique and that we weren't currently in the high splits, but TGP …

You know, you weren’t in any of the split, you're still below the [MQV], right, so it wasn’t…

Right, we weren’t in the split at the moment.

Yes.

So it is unique in that situation. However, TGP’s cash flows are very predictable given its long-term cash flows. So that's I think one of the factors that enabled the two advisors in the special committees to look at the valuation of the IDR as they clearly have value there given the stability of the cash flows, and the fact that TGP has continued to de-lever its balance sheet and increase its distribution capacity over time. So, I've got – so that's pretty much all we can really share with you in terms of the details of the valuation.

Well, I mean, I guess around the stability of the cash flows, right, this cash flows have been there for quite a while, yet you're still below the [MQV] and below in the distribution, right, which – so if I go back to and the people that remember the 2015 timeframe, right, same business, same cash flows, you know, haven't gotten back to that level. You know, the stability of the cash flows, I guess, maybe kind of coming at a different way, what kind of guidance has TGP given you in terms of the distribution that would give – that makes foregone conclusion that they would get back into the high splits?

Well…

Because I don't believe they've given any public guidance, so we suggest that’s inevitability.

You’ve followed the company for a long time and have covered us, of course, and so, you know exactly why the distribution was reduced back in 2015 and that was because we had $3.5 billion ahead of us in terms of new buildings and MLP market that wasn't working. So, we did what was prudent at the time. We reduced our distribution to retain the cash flows so that we could fund the new building program without issuing dilutive equity, that’s point Number 1. If we look at the cash flows we have today, you're absolutely right. The DCF in MLP terms is very strong at TGP. We have about $0.97 or $3.88 annualized in TGP, which, of course, is well above the splits that we’re talking about. And if you look at the coverage, we have about four times coverage of the distribution that we're paying out. So, clearly there is a lot of cash flows that's coming as Vince pointed out.

You know I understand, but again, like the – I think that the reference to 2015, 2016 is that there is an option – there's a variability to that, right. I don't think anyone in that timeframe would have predicted that the distribution will be cut in the first place. And then you know, it’s been several years, you know, well below the [MQV]. So, I guess it kind of goes back to the valuation and looking at it as an inevitability or a forward to start annuity as opposed to looking at it as, I guess, an option, and kind of the question as to how – you know if we're not getting that kind of forward visibility out of TGP from a common unit holder perspective, to then use it as a – think about it as an inevitability when taking out the IDR, so there's a bit of a disconnect there. So, I'm just curious as to how – again, from a methodology perspective, how did you arrive at $123 million?

Yes. No, as you correctly pointed out, I mean, we have, as analysts and as management, ways to be surprised by major events in the world in the same way that nobody foresaw the – could see the oil price collapse we saw [at the end] of 2014 and the prudent changes we needed to make back then. But again, as we look at what we have been diligently executing on at TGP in the last couple of years, we now have a business where all our assets are delivered their cash flow. They are generating strong cash flows. We're giving out guidance in terms of what those cash flows will be. We also have a clear path on deleveraging the balance sheet. So we think that visibility was clearly taken into account by the financial advisors that the conflicts committee used, but that has been said is really all we know. We’re not privy to that work that they did, but they clearly got comfortable with the valuation that the transaction was conducted at.

So they didn't need to share the valuation methodology with you at all? You know you literally got no idea what they did?

Well, the conflicts committee had their own advisors and they did their own work. And so, there’s…

Is there a presentation at any – or an email or any – given that you have no idea what valuation underpinned it?

No, it's an independent process. So, you know, to protect the independence of that, that's not shared with management. It's only shared with the conflicts committee.

So, no idea whatsoever? So there's no – they don't share with the Board. There's no – you know they could have picked it out of thin air, but you wouldn’t know because it was done through the conflicts committee, theoretically?

I mean, they – as you will understand, they clearly look at the outlook for the business and the cash flows and what this business can do, and that's obviously what goes into the evaluation. But as we have said a couple of times now, the conflicts committee does not share their work with management.

Okay.

And I think that’s [multiple speakers].

Now, look, I guess the best analogy I can come up with is if say you have a golfer, right, and he's standing on the 18th tee and Canadian guy, nice enough, you know, normal golfer, little annoying but define, goes through the first round, lots of par – the frontline, lots of pars, gets to the back nine, the wheel starts falling off, right, so double bogey, triple bogey, triple bogey, really kind of scrambling. And then, the last, you know, 15 and 16, 17, he kind of pulls it together, he's kind of still all over the place, but he's still – you know he somehow is saving par. He gets to the 18th tee box, and he thinks, so wow! You know, if I actually – if I hold this out, you know, I – you know I can actually get to get to the number I need to get to, I can win. And then he decided to take a gimme on the tee box. So he doesn't never actually put up the distribution growth, it's actually needed to get to the score. This just kind of assumes he's going to get it and they get a big check. You know the parent takes and throws in his car and kind of drives away. Like the – I guess the question is, why not actually deliver on the distribution growth if it’s that inevitable before taking out the IDR? I know that there's been this amorphous survey of the investors who say this is the biggest overhang or what have you and I guess the overhang is really the will they or won't they is not an actual issue, they’re so far out of the money. And becoming out a different way, if I look at the – if I look at your deck, and I look at the rationale as to, you know, the three data points, there's nothing that's – there's no quantitative data in there. There's nothing that's – that kind of points to an accretion or a quantitative benefit from – at the daughter level from this. And I think the first point is that it helps alignment between the Parent and the LP. So, I'm just – how does it actually do that? Because the only implication I can think of is that the GP would have forced the LP to do something that wasn't in its best interest to get to put the IDRs in the money because otherwise I don't know how this actually helps see alignment.

[Indiscernible].

So maybe just the first data point of rationale on the IDR take out. So, if you can just expand on how it actually helps the alignment between the two and in common unit holders?

Well, first of all, as you know, this team has been focused on putting this business on an even and strong [TU] as we said and the outlook for TGP is very strong. So clearly there is a lot of dividend capacity in the company and that's obviously the starting point for any company. So the outlook here is very strong. And then it becomes a debate, which you’re on, and it’s about whether it's distributed or whether its distributable cash flow and that can lead to a discussion. But the starting point in any of these companies is obviously whether we have the underlying cash flows or not and that's essentially what this management team has been focused on and they've been focusing on strengthening the underlying business and de-risking the company so that we have that cash flow certainty and that's clearly what's gone into the valuation of the conflicts committee here. In terms of the alignment, we've made a couple of changes since we started out in TGP. We've become a 1099 filer, as you know. And this recent alignment in removing the IDRs, we firmly believe that that allows TGP to fully explore how they can create the most shareholder value to all parties without having an IDR considerations sitting in the mix of their capital allocation decisions. And fundamentally, I believe, TGP…

Well, I guess…

[Indiscernible] think that that is the most flexible way that we can allocate capital as we move this company forward.

Well, I guess the question is because that's so far out of the mix, right, in terms of being an actual, you know, quantitative player within any kind of decision, I guess how does it actually help that alignment? I understand that you think it does, but how?

Well, I don't know where you have the disconnect. We talked about the cash flows, which are clearly there, to ramp up the distribution, so obviously, that's gone into the consideration. If we had a business which was failing and that wasn't delevering and that weren't increasing their cash flows and the distribution capacity then clearly your points are relevant, but you have to agree that this is a business that has one of the strongest outlooks in our space – in the LNG space.

Then I guess it’s a separate topic, but maybe kind of coming at from a different angle, what aspect of the alignment was insufficient before? What aspect of the alignment to this solve for?

Well, I think you should maybe continue your questions, which I assume you're going to be on the next call as well and you can get the marks and [indiscernible] perspective on it as well, but we believe, and a number of our investors believe that this drives alignment, and we accept that obviously, you have the right to have a different view, but…

I would just love to hear – I would just love to hear how. I mean, it's in the deck. I mean, I believe that you guys believe that, I just want to know how actually? But I can ask TGP if they know how.

Well, I mean, actually, when you have the TGPs, the TGP IDRs and then the LPs; they’re two different classes of securities there. So now, we've converted that into LP units. We have 42% in the LP and we're aligned with the rest of the LP units to create – maximize the value of those LP units going forward as opposed to the two different sets of securities.

And so, I guess the implication is that otherwise you'd be looking to maximize the value of the IDRs as opposed to the LP units?

Well, when the IDRs were in place, there are different scenarios where the IDRs would create value and it would have been a cost to the LP unit holders, now that's been eliminated.

Right. But 160% from now, right? So like we – you know back at $0.70 per quarter distribution level, not where you guys are now. Okay, I'll hop off. I'll get on the TGP call and see if I get some more color on that goal, but I appreciate the time, guys. Thanks.

Thank you.

Thank you. We'll move to our next question from J Mintzmyer from Value Investor’s Edge. Please go ahead.

Hi, good morning, gentlemen.

Good morning, J.

So, I’ll stay out of the GP IDR mess. I think that was well litigated. Well, let’s see how the TGP call goes. A little bit of housekeeping for you guys, looking at the Banff FPSO, right, we know we have some green recycling coming up, that's going to be quite the bill. What sort of liability should we be guiding for on that? I know, previously, it was mentioned that it might be more in excess of the current reserve, is that still the case? And is there some sort of benchmark for that?

Hi, J. Yes, as you might know, the Banff contract is quite unique from other FPSO contracts where we are responsible for some of the abandonment costs associated with parts of the subsea infrastructure, so that's very unique. So this is something we've been accruing for during the life of the contract. We have increased our, what's called the ARO, Asset Retirement Obligation accrual, which is now just under $40 million net based on most recent estimates. So, this costs will be – roughly half of that will be incurred during this year, which is Phase I. And the remaining amount will be incurred next year, which is Phase II. So this $40 million that's been accrued, these are costs that won't hit our P&L going forward, obviously, since they’re accrued, other than some additional operating expenses that will be incurred during the decommissioning period later this year. So that's the status on that.

Alright, thank you. Is that $40 million, is that estimated to be about enough? Or is there a risk that it could be higher than that?

I think we have a pretty good handle on the Phase I because it's starting this June. The Phase II costs, I think, we've been fairly conservative in our accrual and estimates here, but that's subject to further evaluation later this year, but we feel we've been fairly conservative.

Alright, fair enough. Looking at the rest of the FPSOs, look, the Foinaven deal was good. I'm glad you got that one out of the way. It looks like the Banff is out the door, it could be expensive, but you reserved for that. Let's talk about the Hummingbird, is that considered non-core? Is that still up for sale? Or is that going to be a core asset going forward?

Yes, it's clearly no longer a core asset. So as we say, it's available to be purchased. And that said, there is, of course, contract value. So there's obviously a price where we would be sellers, and there's a price where it makes more sense to keep the unit. So, I'd say with the oil price collapse in the last couple of months, obviously, there hasn't been a lot of activity in this space. And let's see what we can get. We look at it in terms of the cash flows. The contract is, as you know, fixed out for a couple of years and we are currently producing around 8,000 barrels per day. So, I think a lot of the future of the unit is probably hinging on oil price going forward and the appetite for people to come in to look at the asset. It's 13 years old, so it still has a lot of life left in it. So if you look at the depreciated replacement cost, that's obviously quite significant, but you still need a buyer in order to be able to offload it.

It certainly makes sense. So with the Hummingbird not being really a core asset, just holding on to that waiting to sell it, it looks like Teekay only has really two main assets, right. You have the Teekay units that you have now into 40% range of TGP. You have the high owner of TNK, Teekay Tankers, and you have kind of a management structure. So, I guess a two part question. Part one, just for modeling purposes and valuation purposes, what is the expected run rate annualized G&A expense going forward? Like it’s just the corporate overhead that's not getting reimbursed, right, because I understand that Teekay Tankers and the TGP LNG will reimburse some of that, so what's the non-reimbursable part of G&A so we can model that? And in part two, what is the future of Teekay here? Does Teekay have a future? Is it just a holding company? Are you doing project development? What sort of vision does Teekay have?

J, first of all, to answer the question on the parent G&A, if you look at our free cash flow statement in Appendix D of the release, in the first quarter, our net G&A actually was zero. When you take into account some of the fees and other income that we generate from our – from managing other businesses, so the G&A was about $2 million and the income was about $2 million net. So the second quarter will have some little bit of lumpy costs. So the G&A will go up a little bit because some of the fees we incurred on the IDR transaction, as well as the timing of the recognition of equity comp, but that's sort of not a run rate figure for the second quarter. But going forward, I think we're going to try to look at that almost on a run rate basis, to be a very fairly small net G&A figure going forward on a run rate basis.

And to the second part, I think we talked about this at our Investor Day, but just to share a bit more on the perspective that we have, as you know, Teekay was founded actually last month, and we founded 47 years ago, and we always run this group in an integrated manner, and we believe that that serves our long-term shareholders best and that includes our largest shareholder, which, of course, is the TK Foundation. So over time, our structure may change to reflect the public and financial markets that's facing us, but we see that actually has been quite separate from our business strategy and capital allocation decisions. So over the past few years, we have, as a group, been very focused on streamlining our business around our core tanker and gas segments and selling off our Offshore segment as well as execution of a very large order book, and we've been strengthening the financial foundation of the group. This work has put, I think, now the group in a very – on a very positive value creation path and we talked about that in November also, and we think it represents a turning point. And as we've said all along, the prerequisite for having strategic decisions – discussions is that we have the financial flexibility to do so. We're building that rapidly now and we’re excited about starting that strategic discussion for the group and to look at how we, as a group, allocate capital and where we want to invest in next, but in terms of how the group is run, we continue to run it on a very integrated basis and look at it – at all our businesses.

Yes. Thanks for addressing the question. It sounds like the G&A is pretty negligible going forward, which is good to hear. We'll have to circle back later on the kind of future of Teekay, I think that's probably a whole another can of worms, so we’ll have to bust open and let the IDR ruminate a little bit first. Thanks for taking my questions, and I'll hop on the other calls.

Thanks for the time.

Thank you. It appears there are no further questions at this time. Mr. Kenneth Hvid, I'd like to turn the conference back to you for any additional or closing remarks.

Well, as we mentioned earlier, we have two more Teekay earnings calls coming over the next two hours, so please stay tuned for that. And furthermore, we look forward to reporting back to you next quarter, and meanwhile, we hope that you and your families will continue to stay safe. Thank you for listening in today.

This concludes today's call. Thank you for your participation. You may now disconnect.