SEC Comment Letter for Teekay LNG Partners L.P. (SEAL-PA, SEAL-PB) (CIK 0001308106) (SEAL-PA) — Sep 28, 2020
Teekay LNG Partners L.P. (SEAL-PA, SEAL-PB) (CIK 0001308106)
Date: Sept. 28, 2020 · CIK: 0001308106 · Accession: 0000000000-20-009111
AI Filing Summary & Sentiment
File numbers found in text: 001-32479
Letter
United States securities and exchange commission logo September 28, 2020 Anne Liversedge Corporate Secretary Teekay LNG Partners L.P. 4th Floor, Belvedere Building 69 Pitts Bay Road Hamilton, HM 08 Bermuda Re:Teekay LNG Partners L.P. Form 20-F for the Year Ended December 31, 2019 Filed April 9, 2020 Form 6-K Filed August 13, 2020 File No. 001-32479 Dear Ms. Liversedge: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 6-K Filed August 13, 2020 Definitions and Non-GAAP Financial Measures, page 6 1.You present the non-GAAP measure Adjusted Revenues which includes revenues from your proportionate economic ownership of each vessel owned by your equity-accounted joint ventures. Please tell us whether you have any legal claims to the revenues of your equity-accounted joint ventures, why this presentation is not an individually tailored accounting principle and why you believe your presentation in in compliance with 100(b) of Regulation G. Please refer to Question 100.04 of the Non-GAAP C&DI.
FirstName LastNameAnne Liversedge Comapany NameTeekay LNG Partners L.P. September 28, 2020 Page 2 FirstName LastName Anne Liversedge Teekay LNG Partners L.P. September 28, 2020 Page 2 Form 20-F for the Year Ended December 31, 2019 Selected Financial Data Non-GAAP Measures, page 5 2.We note that voyage expenses include all expense unique to a particular voyage, including fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. We also note that you pay for voyage expenses for voyage charters and that the customer pays voyage expenses under time charters. Tell us whether voyage expenses for your voyage charters are passed through to your customers at cost or marked up. If passed through at cost, confirm to us that the same amount recognized as voyage expense is recognized within revenues as reimbursement for such costs. 3.We note your presentation of the non-GAAP measure net voyage revenues. Given that this measure reduces your reported revenue by a non-revenue line item, explain to us your basis for presenting this as a measure of revenue. If net voyage revenues is intended to be presented as a measure of gross profit, tell us whether and, if so, how, you considered the use of a different caption and the presentation of a reconciliation for this non-GAAP measure to the most directly comparable GAAP measures, i.e. gross margin that includes depreciation, depletion and amortization. See Item 10(e)(1)(i)(B) of Regulation S-K. Alternatively, if net voyage revenues is intended to be a measure of gross profit, explain to us how you considered presenting the reimbursement of voyage expenses as a separate revenue item on the face of your consolidated statements of income. 4.We note your adjustment for direct finance and sale-type lease payments received in excess of revenue recognized within your adjusted EBITDA reconciliation. Please describe how this adjustment is calculated and why you believe this is not an individually tailored accounting principle, Please refer to Question 100.04 of the Non-GAAP CD&I.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Yong Kim, Staff Accountant at 202-551-3323 or Gus Rodriguez, Accounting Branch Chief, at 202-551-3752 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
September 28, 2020
Anne Liversedge
Corporate Secretary
Teekay LNG Partners L.P.
4th Floor, Belvedere Building
69 Pitts Bay Road
Hamilton, HM 08
Bermuda
Re:Teekay LNG Partners L.P.
Form 20-F for the Year Ended December 31, 2019
Filed April 9, 2020
Form 6-K Filed August 13, 2020
File No. 001-32479
Dear Ms. Liversedge:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 6-K Filed August 13, 2020
Definitions and Non-GAAP Financial Measures, page 6
1.You present the non-GAAP measure Adjusted Revenues which includes revenues from
your proportionate economic ownership of each vessel owned by your equity-accounted
joint ventures. Please tell us whether you have any legal claims to the revenues of your
equity-accounted joint ventures, why this presentation is not an individually tailored
accounting principle and why you believe your presentation in in compliance with 100(b)
of Regulation G. Please refer to Question 100.04 of the Non-GAAP C&DI.
FirstName LastNameAnne Liversedge
Comapany NameTeekay LNG Partners L.P.
September 28, 2020 Page 2
FirstName LastName
Anne Liversedge
Teekay LNG Partners L.P.
September 28, 2020
Page 2
Form 20-F for the Year Ended December 31, 2019
Selected Financial Data
Non-GAAP Measures, page 5
2.We note that voyage expenses include all expense unique to a particular voyage, including
fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees
and commissions. We also note that you pay for voyage expenses for voyage charters and
that the customer pays voyage expenses under time charters. Tell us whether voyage
expenses for your voyage charters are passed through to your customers at cost or marked
up. If passed through at cost, confirm to us that the same amount recognized as voyage
expense is recognized within revenues as reimbursement for such costs.
3.We note your presentation of the non-GAAP measure net voyage revenues. Given that
this measure reduces your reported revenue by a non-revenue line item, explain to us your
basis for presenting this as a measure of revenue. If net voyage revenues is intended to be
presented as a measure of gross profit, tell us whether and, if so, how, you considered the
use of a different caption and the presentation of a reconciliation for this non-GAAP
measure to the most directly comparable GAAP measures, i.e. gross margin that includes
depreciation, depletion and amortization. See Item 10(e)(1)(i)(B) of Regulation S-K.
Alternatively, if net voyage revenues is intended to be a measure of gross profit, explain to
us how you considered presenting the reimbursement of voyage expenses as a separate
revenue item on the face of your consolidated statements of income.
4.We note your adjustment for direct finance and sale-type lease payments received in
excess of revenue recognized within your adjusted EBITDA reconciliation. Please
describe how this adjustment is calculated and why you believe this is not an individually
tailored accounting principle, Please refer to Question 100.04 of the Non-GAAP CD&I.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Yong Kim, Staff Accountant at 202-551-3323 or Gus Rodriguez,
Accounting Branch Chief, at 202-551-3752 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation