Form
20-F
|
X
|
Form
40- F
|
Yes
|
No
|
X
|
Yes
|
No
|
X
|
Yes
|
No
|
X
|
PART I: FINANCIAL INFORMATION | PAGE | ||
Item
1. Financial Statements (Unaudited)
|
|||
Report
of Independent Registered Public Accounting
Firm
|
3
|
||
Unaudited
Consolidated Statements of Income (Loss) for
the three and six months ended June 30, 2007 and
2006
|
4
|
||
Unaudited
Consolidated Balance Sheets as at June 30, 2007 and December 31,
2006
|
5
|
||
|
|
||
Unaudited
Consolidated Statements of Cash Flows for
the six months ended June 30, 2007 and 2006
|
6
|
||
|
|||
Unaudited
Consolidated Statements of Changes In Partners’ Equity for the six months
ended June 30, 2007
|
7
|
||
|
|
||
Notes
to the Unaudited Consolidated Financial Statements
|
8
|
||
Item
2. Management’s Discussion and Analysis of Financial Condition and Results
of Operations
|
16
|
||
Item
3. Quantitative and Qualitative Disclosures about Market
Risk
|
30
|
||
PART
II: OTHER INFORMATION
|
32
|
||
SIGNATURES
|
33
|
Vancouver, Canada |
/s/
ERNST & YOUNG LLP
|
August 1, 2007 |
Chartered
Accountants
|
Three
Months Ended
June
30,
|
Six
Months Ended
June
30,
|
|||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
$
|
$
|
$
|
$
|
|||||||||||||
VOYAGE
REVENUES (including $37,954 and $77,452 from related parties for
the three and six months ended June 30, 2007, respectively and $54,061
and
$112,119 for the three and six months ended June 30, 2006,
respectively - notes 10a, 10b, 10d, 10e, and 10h)
|
189,189
|
181,708
|
379,941
|
386,724
|
||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Voyage
expenses
|
36,805
|
24,046
|
71,340
|
48,344
|
||||||||||||
Vessel
operating expenses
|
33,559
|
26,058
|
63,778
|
52,954
|
||||||||||||
Time-charter
hire expense
|
36,473
|
78,043
|
74,588
|
165,630
|
||||||||||||
Depreciation
and amortization
|
29,033
|
25,461
|
57,624
|
51,331
|
||||||||||||
General
and administrative (including $16,106 and $29,696 from related parties
for
the three and six months ended June 30, 2007, respectively and $1,334
and
$2,694 for the three and six months ended June 30, 2006, respectively
-
notes 10c, 10g, and 10i)
|
16,248
|
21,618
|
31,422
|
43,469
|
||||||||||||
Vessel
and equipment writedowns (note 14)
|
-
|
2,150
|
-
|
2,150
|
||||||||||||
Restructuring
charge (note 9)
|
-
|
453
|
-
|
453
|
||||||||||||
Total
operating expenses
|
152,118
|
177,829
|
298,752
|
364,331
|
||||||||||||
Income
from vessel operations
|
37,071
|
3,879
|
81,189
|
22,393
|
||||||||||||
OTHER
ITEMS
|
||||||||||||||||
Interest
expense (note 7)
|
(17,553 | ) | (12,844 | ) | (36,062 | ) | (24,504 | ) | ||||||||
Interest
income
|
1,347
|
1,712
|
2,484
|
3,291
|
||||||||||||
Equity
income from joint ventures
|
-
|
1,253
|
-
|
3,191
|
||||||||||||
Foreign
currency exchange loss
|
(5,797 | ) | (13,735 | ) | (9,957 | ) | (18,688 | ) | ||||||||
Income
tax (expense) recovery (note 12)
|
(532 | ) | (5,318 | ) |
3,374
|
(7,762 | ) | |||||||||
Other
income - net (note 9)
|
2,582
|
3,024
|
5,301
|
5,694
|
||||||||||||
Total
other items
|
(19,953 | ) | (25,908 | ) | (34,860 | ) | (38,778 | ) | ||||||||
Income
(loss) before non-controlling interest
|
17,118
|
(22,029 | ) |
46,329
|
(16,385 | ) | ||||||||||
Non-controlling
interest (note 1)
|
(13,404 | ) | (251 | ) | (35,783 | ) | (414 | ) | ||||||||
Net
income (loss)
|
3,714
|
(22,280 | ) |
10,546
|
(16,799 | ) | ||||||||||
General
partner’s interest in net income (loss)
|
74
|
-
|
211
|
-
|
||||||||||||
Limited
partners’ interest: (note 15)
|
||||||||||||||||
Net
income (loss)
|
3,640
|
(22,280 | ) |
10,335
|
(16,799 | ) | ||||||||||
Net
income (loss) per:
-
Common unit (basic and diluted)
|
0.35
|
(1.77 | ) |
0.70
|
(1.33 | ) | ||||||||||
-
Subordinated units (basic and diluted)
|
0.02
|
(1.77 | ) |
0.35
|
(1.33 | ) | ||||||||||
-
Total units (basic and diluted)
|
0.19
|
(1.77 | ) |
0.53
|
(1.33 | ) | ||||||||||
Weighted
average number of units outstanding:
|
||||||||||||||||
- Common unit (basic and diluted)
|
9,800,000
|
2,800,000
|
9,800,000
|
2,800,000
|
||||||||||||
-
Subordinated units (basic and diluted)
|
9,800,000
|
9,800,000
|
9,800,000
|
9,800,000
|
||||||||||||
-
Total units (basic and diluted)
|
19,600,000
|
12,600,000
|
19,600,000
|
12,600,000
|
||||||||||||
Cash
distributions declared per unit
|
0.35
|
-
|
0.40
|
-
|
As
at
June
30,
2007
$
|
As
at
December
31,
2006
$
|
|||||||
ASSETS
|
||||||||
Current | ||||||||
Cash
and cash equivalents (note 7)
|
100,718
|
113,986
|
||||||
Accounts
receivable, net
|
49,068
|
24,635
|
||||||
Due
from affiliates (note 10j)
|
4,452
|
-
|
||||||
Net
investment in direct financing leases - current
|
23,120
|
21,764
|
||||||
Prepaid
expenses
|
23,542
|
24,608
|
||||||
Other
assets
|
7,933
|
7,732
|
||||||
Total
current assets
|
208,833
|
192,725
|
||||||
Vessels
and equipment(note 7)
|
||||||||
At
cost, less accumulated depreciation of $634,083 (December
31, 2006 - $581,994)
|
1,492,019
|
1,524,842
|
||||||
Net
investment in direct financing leases
|
88,722
|
92,018
|
||||||
Other
assets
|
64,133
|
38,198
|
||||||
Intangible
assets - net (note 5)
|
60,890
|
66,425
|
||||||
Goodwill
(note 5)
|
127,113
|
127,113
|
||||||
Total
assets
|
2,041,710
|
2,041,321
|
||||||
LIABILITIES
AND PARTNERS’ EQUITY
|
||||||||
Current | ||||||||
Accounts
payable
|
18,581
|
7,366
|
||||||
Accrued
liabilities
|
29,455
|
42,987
|
||||||
Current
portion of long-term debt (note 7)
|
18,980
|
17,656
|
||||||
Due
to affiliate (note 10j)
|
-
|
16,951
|
||||||
Total
current liabilities
|
67,016
|
84,960
|
||||||
Long-term
debt (note 7)
|
1,262,011
|
1,285,696
|
||||||
Deferred
income taxes
|
72,839
|
71,583
|
||||||
Other
long-term liabilities
|
30,570
|
32,163
|
||||||
Total
liabilities
|
1,432,436
|
1,474,402
|
||||||
Commitments
and contingencies (notes 7, 10, 11, 13 and 16)
|
||||||||
Non-controlling
interest
|
460,603
|
427,977
|
||||||
Partners’
equity
|
||||||||
Partners’
equity
|
136,095
|
133,642
|
||||||
Accumulated
other comprehensive income (note 8)
|
12,576
|
5,300
|
||||||
Total
partners’ equity
|
148,671
|
138,942
|
||||||
Total
liabilities and partners’ equity
|
2,041,710
|
2,041,321
|
Six
Months Ended June 30,
|
||||||||
2007
$
|
2006
$
|
|||||||
Cash
and cash equivalents provided by (used for)
|
||||||||
OPERATING
ACTIVITIES
|
||||||||
Net
income (loss)
|
10,546
|
(16,799 | ) | |||||
Non-cash
items:
|
||||||||
Depreciation
and amortization
|
57,624
|
51,331
|
||||||
Non-controlling
interest
|
35,783
|
414
|
||||||
Loss
on writedown of vessels and equipment
|
-
|
2,150
|
||||||
Deferred
income tax (recovery) expense
|
(3,374 | ) |
8,636
|
|||||
Equity
income (net of dividends received: June 30, 2006 - $2,500)
|
-
|
(691 | ) | |||||
Unrealized
foreign currency exchange loss and other - net
|
10,465
|
18,033
|
||||||
Change
in non-cash working capital items related to operating
activities
|
(52,268 | ) | (10,589 | ) | ||||
Distribution
from subsidiaries to non-controlling interest owners
|
(24,269 | ) | (495 | ) | ||||
Expenditures
for drydocking
|
(18,911 | ) | (3,780 | ) | ||||
Net
operating cash flow
|
15,596
|
48,210
|
||||||
FINANCING
ACTIVITIES
|
||||||||
Proceeds
from long-term debt
|
70,000
|
238,710
|
||||||
Scheduled
repayments of long-term debt
|
(6,361 | ) |
-
|
|||||
Prepayments
of long-term debt
|
(86,000 | ) | (93,527 | ) | ||||
Expenses
from initial public offering of common units
|
(1,542 | ) |
-
|
|||||
Net
advances to affiliate
|
-
|
(186,644 | ) | |||||
Cash
distributions paid
|
(8,000 | ) |
-
|
|||||
Other
|
-
|
(646 | ) | |||||
Net
financing cash flow
|
(31,903 | ) | (42,107 | ) | ||||
INVESTING
ACTIVITIES
|
||||||||
Expenditures
for vessels and equipment
|
(5,216 | ) | (5,054 | ) | ||||
Investment
in direct financing leases
|
(1,980 | ) | (5,177 | ) | ||||
Repayment
of direct financing leases
|
10,235
|
9,104
|
||||||
Net
investing cash flow
|
3,039
|
(1,127 | ) | |||||
(Decrease)
increase in cash and cash equivalents
|
(13,268 | ) |
4,976
|
|||||
Cash
and cash equivalents, beginning of the period
|
113,986
|
128,986
|
||||||
Cash
and cash equivalents, end of the period
|
100,718
|
133,962
|
PARTNERS’
EQUITY
|
||||||||||||||||||||||||||||
Limited
Partners
|
||||||||||||||||||||||||||||
Common
|
Subordinated
|
General
Partner
|
Accumulated
Other Comprehensive Loss
|
Total
|
||||||||||||||||||||||||
Units
|
$
|
Units
|
$
|
$
|
$
|
$
|
||||||||||||||||||||||
Balance
as at December 31, 2006
|
9,800
|
134,714
|
9,800
|
(1,052
|
) |
(20
|
)
|
5,300
|
138,942
|
|||||||||||||||||||
Net
income (January 1 – June 30, 2007)
|
- |
6,860
|
-
|
3,475
|
211
|
-
|
10,546
|
|||||||||||||||||||||
Other
comprehensive income:
|
|
|
||||||||||||||||||||||||||
Unrealized
gain on derivative instruments (notes 8 and
11)
|
-
|
-
|
-
|
-
|
-
|
8,244
|
8,244
|
|||||||||||||||||||||
Reclassification
adjustment for gain on derivative instruments included in net income
(notes 8 and 11)
|
-
|
-
|
-
|
-
|
-
|
(968
|
) |
(968
|
) | |||||||||||||||||||
Offering
costs from public offering of limited partnership
interests
|
(93 | ) |
-
|
-
|
- |
-
|
(93
|
) | ||||||||||||||||||||
Cash
distribution
|
-
|
(3,920 | ) |
-
|
(3,920 | ) | (160 | ) |
-
|
(8,000 | ) | |||||||||||||||||
Balance
as at June 30, 2007
|
9,800
|
137,561
|
9,800
|
(1,497 | ) |
31
|
12,576
|
148,671
|
Proceeds
received:
|
||||
Sale
of 8,050,000 common units at $21.00 per unit
|
$ |
169,050
|
||
Use
of proceeds from sale of common units:
|
||||
Underwriting
and structuring fees
|
$ |
11,088
|
||
Professional
fees and other offering expenses to third parties
|
2,793
|
|||
Repayment
of promissory note and redemption of 1.05 million common units from
Teekay
Corporation
|
155,169
|
|||
$ |
169,050
|
Three
Months Ended June 30,
|
||||||||||||||||||||||||||||||||
2007
|
2006
|
|||||||||||||||||||||||||||||||
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
|||||||||||||||||||||||||
Voyage
revenues
|
144,418
|
33,759
|
11,012
|
189,189
|
123,593
|
52,152
|
5,963
|
181,708
|
||||||||||||||||||||||||
Voyage
expenses
|
27,020
|
9,689
|
96
|
36,805
|
22,249
|
1,536
|
261
|
24,046
|
||||||||||||||||||||||||
Vessel
operating expenses
|
24,885
|
5,060
|
3,614
|
33,559
|
18,722
|
5,446
|
1,890
|
26,058
|
||||||||||||||||||||||||
Time-charter
hire expense
|
36,473
|
-
|
-
|
36,473
|
40,455
|
37,588
|
-
|
78,043
|
||||||||||||||||||||||||
Depreciation
and amortization
|
19,825
|
5,110
|
4,098
|
29,033
|
17,672
|
5,408
|
2,381
|
25,461
|
||||||||||||||||||||||||
General
and administrative (1)
|
13,736
|
1,835
|
677
|
16,248
|
13,221
|
7,905
|
492
|
21,618
|
||||||||||||||||||||||||
Vessels
and equipment writedowns
|
-
|
-
|
-
|
-
|
2,150
|
-
|
-
|
2,150
|
||||||||||||||||||||||||
Restructuring
charge
|
-
|
-
|
-
|
-
|
-
|
453
|
-
|
453
|
||||||||||||||||||||||||
Income
from vessel operations
|
22,479
|
12,065
|
2,527
|
37,071
|
9,124
|
(6,184 | ) |
939
|
3,879
|
|||||||||||||||||||||||
Voyage
revenues - intersegment
|
-
|
-
|
-
|
-
|
1,485
|
-
|
-
|
1,485
|
||||||||||||||||||||||||
Expenditures
for vessels and equipment
|
974
|
1,620
|
92
|
2,686
|
1,278
|
278
|
1,982
|
3,538
|
Six
Months Ended June 30,
|
||||||||||||||||||||||||||||||||
2007
|
2006
|
|||||||||||||||||||||||||||||||
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
|||||||||||||||||||||||||
Voyage
revenues
|
290,564
|
72,648
|
16,729
|
379,941
|
263,203
|
111,555
|
11,966
|
386,724
|
||||||||||||||||||||||||
Voyage
expenses
|
51,841
|
19,153
|
346
|
71,340
|
44,690
|
3,131
|
523
|
48,344
|
||||||||||||||||||||||||
Vessel
operating expenses
|
47,628
|
11,062
|
5,088
|
63,778
|
38,407
|
11,031
|
3,516
|
52,954
|
||||||||||||||||||||||||
Time-charter
hire expense
|
74,588
|
-
|
-
|
74,588
|
86,292
|
79,338
|
-
|
165,630
|
||||||||||||||||||||||||
Depreciation
and amortization
|
40,520
|
10,695
|
6,409
|
57,624
|
35,811
|
10,787
|
4,733
|
51,331
|
||||||||||||||||||||||||
General
and administrative(1)
|
26,444
|
3,858
|
1,120
|
31,422
|
27,187
|
15,313
|
969
|
43,469
|
||||||||||||||||||||||||
Vessels
and equipment writedowns
|
-
|
-
|
-
|
-
|
2,150
|
-
|
-
|
2,150
|
||||||||||||||||||||||||
Restructuring
charge
|
-
|
-
|
-
|
-
|
-
|
453
|
-
|
453
|
||||||||||||||||||||||||
Income
from vessel operations
|
49,543
|
27,880
|
3,766
|
81,189
|
28,666
|
(8,498 | ) |
2,225
|
22,393
|
|||||||||||||||||||||||
Voyage
revenues - intersegment
|
-
|
-
|
-
|
-
|
2,618
|
-
|
-
|
2,618
|
||||||||||||||||||||||||
Expenditures
for vessels and equipment
|
1,644
|
3,468
|
104
|
5,216
|
1,954
|
418
|
2,682
|
5,054
|
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on estimated
use
of corporate resources).
|
|
A
reconciliation of total segment assets to total assets presented
in the
consolidated balance sheets is as
follows:
|
June
30,
2007
$
|
December
31, 2006
$
|
|||||||
Shuttle
tanker segment
|
1,421,202
|
1,445,830
|
||||||
Conventional
tanker segment
|
256,839
|
310,699
|
||||||
FSO
segment
|
113,823
|
75,633
|
||||||
Unallocated:
|
||||||||
Cash
and cash equivalents
|
100,718
|
113,986
|
||||||
Accounts
receivable, prepaid expenses and other assets
|
149,128
|
95,173
|
||||||
Consolidated
total assets
|
2,041,710
|
2,041,321
|
Shuttle
Tanker
Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
|||||||||||||
Balance
as of June 30, 2007 and December 31, 2006
|
127,113
|
-
|
-
|
127,113
|
June
30, 2007
|
December
31, 2006
|
|||||||||||||||||||||||||||
Weighted-Average
Amortization
Period
(years)
|
Gross
Carrying
Amount
$
|
Accumulated
Amortization
$
|
Net
Carrying
Amount
$
|
Gross
Carrying
Amount
$
|
Accumulated
Amortization
$
|
Net
Carrying
Amount
$
|
||||||||||||||||||||||
Contracts
of affreightment
|
10.2
|
124,250
|
(63,360 | ) |
60,890
|
124,250
|
(57,825 | ) |
66,425
|
June
30,
2007
$
|
December
31, 2006
$
|
|||||||
U.S.
Dollar-denominated Revolving Credit Facilities due through
2014
|
1,064,000
|
1,080,000
|
||||||
U.S.
Dollar-denominated Term Loans due through
2015
|
216,991
|
223,352
|
||||||
1,280,991
|
1,303,352
|
|||||||
Less
current
portion
|
18,980
|
17,656
|
||||||
Total
|
1,262,011
|
1,285,696
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||
2007
$
|
2006
$
|
|
2007
$
|
2006
$
|
||||||||||||
Net
income (loss)
|
3,714
|
(22,280 | ) |
10,546
|
(16,799 | ) | ||||||||||
Other
comprehensive income:
|
||||||||||||||||
Unrealized
gain on derivative instruments
|
8,103
|
491
|
8,244
|
1,168
|
||||||||||||
Reclassification
adjustment for (gain) loss on derivative instruments included in
net
income
|
(569 | ) |
1
|
(968 | ) |
2
|
||||||||||
Comprehensive
income (loss)
|
11,248
|
(21,788 | ) |
17,822
|
(15,629 | ) |
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||
2007
$
|
|
2006
$
|
2007
$
|
|
2006
$
|
|
||||||||||
Volatile
organic compound emissions plant lease income
|
2,715
|
3,003
|
5,488
|
5,657
|
||||||||||||
Miscellaneous
|
(133 | ) |
21
|
(187 | ) |
37
|
||||||||||
Other
income - net
|
2,582
|
3,024
|
5,301
|
5,694
|
a.
|
Navion
Shipping Ltd., a subsidiary of the Predecessor, time-chartered vessels
to
a subsidiary of Teekay Corporation at charter rates that provided
for a
1.25% fixed profit margin. Pursuant to this arrangement, the Predecessor
earned voyage revenues of $40.0 million and $84.8 million during
the three
and six months ended June 30, 2006,
respectively.
|
b.
|
On
October 1, 2006, OPCO entered into new time-charter contracts for
its nine
Aframax-class conventional tankers with a subsidiary of Teekay Corporation
at market-based daily rates for terms of five to twelve
years. Under the terms of eight of these nine time-charter
contracts, OPCO is responsible for the bunker fuel expenses; however,
OPCO
will add the approximate amounts of these expenses to the daily hire
rate.
Pursuant to these time-charter contracts, OPCO earned voyage revenues
of
$30.8 million and $63.7 million for the three and six months ended
June
30, 2007, respectively.
|
c.
|
Eight
of OPCO’S Aframax conventional oil tankers and two FSO units have been
managed by subsidiaries of Teekay Corporation. Pursuant to the associated
management services agreements, the Partnership incurred general
and
administrative expenses of $1.1 million and $2.2 million during the
three
and six months ended June 30, 2007, respectively. During the three
and six
months ended June 30, 2006, the Partnership incurred $1.3 million
and $2.7
million, respectively, of these
costs.
|
d.
|
Two
of OPCO’s FSO units have been employed on long-term bareboat charters with
subsidiaries of Teekay Corporation. Pursuant to these charter contracts,
the Partnership earned voyage revenues of $3.1 million and $5.6 million
during the three and six months ended June 30, 2007,
respectively. The Partnership earned $2.8 million and $5.4
million during the three and six months ended June 30, 2006, respectively,
pursuant to these contracts.
|
e.
|
Effective
October 1, 2006, two of OPCO’s shuttle tankers have been employed on
long-term bareboat charters with a subsidiary of Teekay Corporation.
Pursuant to these charter contracts, the Partnership earned voyage
revenues of $3.5 million and $7.0 million during the three and six
months
ended June 30, 2007, respectively.
|
f.
|
The
Partnership has entered into an omnibus agreement with Teekay Corporation,
Teekay LNG Partners L.P., the General Partner and others governing,
among
other things, when the Partnership, Teekay Corporation and Teekay
LNG
Partners L.P. may compete with each other and certain rights of first
offering on LNG carriers, oil tankers, shuttle tankers, FSO units
and
floating production, storage and offloading
units.
|
g.
|
The
Partnership, OPCO and certain of OPCO’s operating subsidiaries have
entered into services agreements with certain subsidiaries of Teekay
Corporation in connection with our initial public offering, pursuant
to
which Teekay Corporation subsidiaries provide the Partnership, OPCO
and
its operating subsidiaries with administrative, advisory, technical
and
strategic consulting services and ship management
services. During the three and six months ended June 30, 2007,
the Partnership incurred $14.9 million and $27.3 million of these
costs,
respectively. Prior to the Offering, the shore-based staff providing
these
services to the Predecessor were transferred to a subsidiary of Teekay
Corporation.
|
h.
|
On
October 1, 2006, a subsidiary of Teekay Corporation entered into
a
services agreement with a subsidiary of OPCO, pursuant to which the
subsidiary of OPCO provides Teekay Corporation’s subsidiary with ship
management services. During the three and six months ended June
30, 2007, the Partnership earned management fees of $0.6 million
and $1.2
million, respectively.
|
i.
|
The
Partnership reimburses the General Partner for all expenses incurred
by
the Partnership that are necessary or appropriate for the conduct of the
Partnership’s business. During the three and six months ended June 30,
2007, the Partnership incurred $0.1 million and $0.2 million of these
costs, respectively.
|
j.
|
At
June 30, 2007 and December 31, 2006, amounts due from and to affiliates
totaled $4.5 million and $17.0 million, respectively. Amounts
due from and to affiliates are non-interest bearing and
unsecured.
|
Interest
Rate
Index
|
Principal
Amount
$
|
Fair
Value/
Carrying
Amount
of
Asset
$
|
Weighted-Average
Remaining
Term
(years)
|
Fixed
Interest Rate
(%)(1)
|
|||||||||||||
U.S.
Dollar-denominated interest rate swaps(2)
|
LIBOR
|
52,800
|
1,738
|
7.0
|
4.7
|
||||||||||||
U.S.
Dollar-denominated interest rate swaps
|
LIBOR
|
1,422,975
|
49,895
|
7.3
|
4.9
|
(1)
|
Excludes
the margin the Partnership pays on its variable-rate debt, which
as at
June 30, 2007, ranged from 0.625% to
0.80%.
|
(2) | Principal amount reduces semiannually by $2.2 million. |
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||
2007
$
|
|
2006
$
|
|
2007
$
|
2006
$
|
|||||||||||
Current
|
(174 | ) |
188
|
(365 | ) | (77 | ) | |||||||||
Deferred
|
(358 | ) | (5,506 | ) |
3,739
|
(7,685 | ) | |||||||||
Income
tax (expense) recovery
|
(532 | ) | (5,318 | ) |
3,374
|
(7,762 | ) |
14.
|
Vessel and Equipment
Writedowns
|
15.
|
Net
Income Per
Unit
|
16.
|
Subsequent
Events
|
17.
|
Other
Information
|
ITEM
2 -
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
•
|
Contracts
of affreightment, whereby OPCO carries an agreed quantity of cargo
for a customer over a specified trade route within a given period
of
time;
|
•
|
Time
charters, whereby vessels OPCO operates and is responsible for
crewing are chartered to customers for a fixed period of time at
rates
that are generally fixed, but may contain a variable component based
on
inflation, interest rates or current market
rates;
|
•
|
Bareboat
charters, whereby customers charter vessels for a fixed period of
time at rates that are generally fixed, but the customers operate
the
vessels with their own
crews; and
|
•
|
Voyage
charters, which are charters for shorter intervals that are priced on
a current, or “spot” market rate.
|
Contract of
Affreightment
|
Time Charter
|
Bareboat
Charter
|
Voyage Charter (1)
|
|
Typical
contract length
|
One
year or more
|
One
year or more
|
One
year or more
|
Single
voyage
|
Hire
rate basis(2)
|
Typically
daily
|
Daily
|
Daily
|
Varies
|
Voyage
expenses (3)
|
OPCO
pays
|
Customer
pays
|
Customer
pays
|
OPCO
pays
|
Vessel
operating expenses (3)
|
OPCO
pays
|
OPCO
pays
|
Customer
pays
|
OPCO
pays
|
Off-hire
(4)
|
Customer
typically does not pay
|
Varies
|
Customer
typically pays
|
Customer
does not pay
|
(1)
|
Under
a consecutive voyage charter, the customer pays for idle
time.
|
(2)
|
“Hire”
rate refers to the basic payment from the charterer for the
use of
the vessel.
|
(3)
|
Defined
below under “Important Financial and Operational Terms and
Concepts.”
|
(4)
|
“Off-hire”
refers to the time a vessel is not available for
service.
|
•
|
charges
related to the depreciation of the historical cost of OPCO’s fleet (less
an estimated residual value) over the estimated useful lives of the
vessels;
|
•
|
charges
related to the amortization of drydocking expenditures over the estimated
number of years to the next scheduled
drydocking; and
|
•
|
charges
related to the amortization of the fair value of contracts of
affreightment where amounts have been attributed to those items in
acquisitions; these amounts are amortized over the period the asset
is
expected to contribute to future cash
flows.
|
§
|
Our
cash flow is reduced by distributions on Teekay Corporation’s interest in
OPCO. Following the closing of our initial public offering,
Teekay Corporation has a 74% limited partner interest in OPCO. OPCO’s
partnership agreement requires it to distribute all of its available
cash
each quarter. In determining the amount of cash available for
distribution, the Board of Directors of our general partner must
approve
the amount of cash reserves to be set aside at OPCO, including reserves
for future maintenance capital expenditures, working capital and
other
matters. Distributions by OPCO to Teekay Corporation as one of its
limited
partners will reduce our cash flow compared to historical
results.
|
§
|
On
July 1, 2006, OPCO transferred certain assets to Teekay Corporation
that are included in historical results of operations. On
July 1, 2006, prior to our initial public offering, OPCO transferred
to Teekay Corporation a subsidiary of Norsk Teekay Holdings Ltd.
(Navion
Shipping Ltd.) that chartered-in approximately 25 conventional tankers
since 2004 and subsequently time-chartered the vessels back to Teekay
Corporation at charter rates that provided for a 1.25% fixed profit
margin. In addition, OPCO transferred to Teekay Corporation a 1987-built
shuttle tanker (the Nordic Trym), OPCO’s single-anchor loading
equipment, a 1992-built in-chartered shuttle tanker (the Borga)
and a 50% interest in Alta Shipping S.A., which has no material assets
(collectively with Navion Shipping Ltd., the
Non-OPCOAssets). During the three and six months ended
June 30, 2006, the Non-OPCO Assets accounted for approximately 22.2%
and
26.0% of OPCO’s net voyage revenues,
respectively.
|
§
|
Amendments
to OPCO’s joint venture agreements have resulted in
five50%-owned joint venture companies being
consolidated with us under GAAP. Our historical results of
operations prior to December 1, 2006 reflect OPCO’s investment in five
50%-owned joint venture companies, accounted for using the equity
method,
whereby the investment is carried at the original cost plus OPCO’s
proportionate share of undistributed earnings. On December 1, 2006,
the
operating agreements for these joint ventures were amended such that
OPCO
obtained control of these joint ventures, resulting in the consolidation
of these five joint venture companies in accordance with GAAP. Although
our net income will not change due to this change in accounting,
the
results of the joint ventures are reflected in our income from operations,
commencing December 1, 2006. This change also resulted in the five
shuttle
tankers owned by these joint ventures to be included in the number
of
vessels in OPCO’s owned fleet for periods subsequent to December 1,
2006.
|
§
|
The
size of OPCO’s fleet continues to change. Our historical
results of operations reflect changes in the size and composition
of
OPCO’s fleet due to certain vessel deliveries and vessel dispositions.
For
instance, in addition to the decrease in chartered-in vessels associated
with the transfer of Navion Shipping Ltd. described above, the average
number of owned vessels in OPCO’s shuttle tanker fleet increased from 21
in 2006 to 24 in 2007. In addition, the Navion Saga completed its
conversion from a conventional oil tanker to an FSO unit and commenced
operations as an FSO unit during the second quarter of 2007. As a
result,
commencing in the second quarter of 2007, OPCO’s FSO fleet includes four
vessels, compared to three during recent years. Please read
“— Results of Operations” below for further details about vessel
dispositions and deliveries. Due to the nature of our business, we
expect
our fleet to continue to fluctuate in size and
composition.
|
§
|
Our
financial results of operations reflect different time charter terms
for
OPCO’s nine conventional tankers. On October 1, 2006, OPCO
entered into new fixed-rate time charters with a subsidiary of Teekay
Corporation for OPCO’s nine conventional tankers at rates we believe were
market-based charter rates. Under the terms of eight of these nine
time-charter contracts, OPCO is responsible for the bunker fuel expenses;
however, OPCO will add the approximate amounts of these expenses
to the
daily hire rate. Please read Item 1 - Financial Statements: Note
10 -
Related Party Transactions. At various times during the previous
three
years, eight of these nine conventional tankers were employed on
time
charters with the same subsidiary of Teekay Corporation. However,
the
charter rates were generally lower than market-based charter rates,
as
they were based on the cash flow requirements of each vessel, which
included operating expenses, loan principal and interest payments
and
drydock expenditures. A ninth conventional tanker was employed on
voyage
charters. The new fixed-rate time charters have increased our voyage
revenues as well as provided more stable voyage revenues for these
vessels.
|
§
|
Our
financial results of operations are affected by fluctuations in
currencyexchange rates. Prior to
the closing of our initial public offering, OPCO settled its foreign
currency denominated advances. In October 2006, Teekay Corporation
loaned
5.6 billion Norwegian Kroner ($863.0 million) to a subsidiary of
OPCO
primarily for the purchase of eight Aframax-class conventional crude
oil
tankers from Teekay Corporation. Immediately preceding the initial
public
offering, this interest-bearing loan was sold to OPCO. Under GAAP,
all
foreign currency-denominated monetary assets and liabilities, such
as cash
and cash equivalents, accounts receivable, accounts payable, advances
from
affiliates and deferred income taxes are revalued and reported based
on
the prevailing exchange rate at the end of the period. Most of our
historical foreign currency gains and losses prior to our initial
public
offering are attributable to this revaluation in respect of our foreign
currency denominated advances from affiliates. In addition, a substantial
majority of OPCO’s crewing expenses historically have been denominated in
Norwegian Kroners, which is primarily a function of the nationality
of the
crew. Fluctuations in the Norwegian Kroner relative to the
U.S. Dollar have caused fluctuations in operating results. Prior to
our initial public offering, OPCO entered into new services agreements
with subsidiaries of Teekay Corporation whereby the subsidiaries
operate
and crew the vessels. Under these service agreements, OPCO pays all
vessel
operating expenses in U.S. Dollars, and will not be subject to
currency exchange fluctuations until 2009. Beginning in 2009, payments
under the service agreements will adjust to reflect any change in
Teekay
Corporation’s cost of providing services based on fluctuations in the
value of the Kroner relative to the U.S. Dollar. We may seek to hedge
this currency fluctuation risk in the
future.
|
§
|
We
have entered into services agreements with subsidiaries of Teekay
Corporation. Prior to the closing of our initial public
offering, we, OPCO and certain of its subsidiaries entered into services
agreements with subsidiaries of Teekay Corporation, pursuant to which
those subsidiaries provide certain services, including strategic
consulting, advisory, ship management, technical and administrative
services. Our cost for these services depends on the amount and types
of
services provided during each period. The services are valued at
an
arm’s-length rate that will include reimbursement of reasonable direct
or
indirect expenses incurred to provide the services. We also reimburse
our
general partner for all expenses it incurs on our behalf, including
CEO/CFO compensation and expenses relating to its Board of Directors,
including compensation, travel and liability insurance costs. We may
also grant equity compensation that would result in an expense to
us.
|
§
|
We
are incurring additional general and administrative expenses.
As a result of being a publicly-traded limited partnership,
since our initial public offering on December 19, 2006, we have begun
to
incur costs associated with annual reports to unitholders and SEC
filings,
investor relations, NYSE annual listing fees and tax compliance
expenses.
|
Three
Months Ended June 30,
|
||||||||||||||||||||||||||||||||
|
2007
|
2006
|
||||||||||||||||||||||||||||||
Shuttle
Tanker Segment
|
Conventional
Tanker Segment
|
FSO
Segment
|
Total
|
Shuttle
Tanker
Segment
|
Conventional
Tanker Segment
|
FSO
Segment
|
Total
|
|||||||||||||||||||||||||
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Voyage
revenues
|
144,418
|
33,759
|
11,012
|
189,189
|
123,593
|
52,152
|
5,963
|
181,708
|
||||||||||||||||||||||||
Voyage
expenses
|
27,020
|
9,689
|
96
|
36,805
|
22,249
|
1,536
|
261
|
24,046
|
||||||||||||||||||||||||
Net
voyage revenues
|
117,398
|
24,070
|
10,916
|
152,384
|
101,344
|
50,616
|
5,702
|
157,662
|
||||||||||||||||||||||||
Vessel
operating expenses
|
24,885
|
5,060
|
3,614
|
33,559
|
18,722
|
5,446
|
1,890
|
26,058
|
||||||||||||||||||||||||
Time
charter expense
|
36,473
|
-
|
-
|
36,473
|
40,455
|
37,588
|
-
|
78,043
|
||||||||||||||||||||||||
Depreciation
and amortization
|
19,825
|
5,110
|
4,098
|
29,033
|
17,672
|
5,408
|
2,381
|
25,461
|
||||||||||||||||||||||||
General
and administrative (1)
|
13,736
|
1,835
|
677
|
16,248
|
13,221
|
7,905
|
492
|
21,618
|
||||||||||||||||||||||||
Vessels
and equipment writedowns
|
-
|
-
|
-
|
-
|
2,150
|
-
|
-
|
2,150
|
||||||||||||||||||||||||
Restructuring
charge
|
-
|
-
|
-
|
-
|
-
|
453
|
-
|
453
|
||||||||||||||||||||||||
Income
from vessel operations
|
22,479
|
12,065
|
2,527
|
37,071
|
9,124
|
(6,184 | ) |
939
|
3,879
|
|||||||||||||||||||||||
Six
Months Ended June 30,
|
||||||||||||||||||||||||||||||||
|
2007
|
2006
|
||||||||||||||||||||||||||||||
Shuttle
Tanker Segment
|
Conventional
Tanker Segment
|
FSO
Segment
|
Total
|
Shuttle
Tanker
Segment
|
Conventional
Tanker Segment
|
FSO
Segment
|
Total
|
|||||||||||||||||||||||||
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
($000’s)
|
|||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||
Voyage
revenues
|
290,564
|
72,648
|
16,729
|
379,941
|
263,203
|
111,555
|
11,966
|
386,724
|
||||||||||||||||||||||||
Voyage
expenses
|
51,841
|
19,153
|
346
|
71,340
|
44,690
|
3,131
|
523
|
48,344
|
||||||||||||||||||||||||
Net
voyage revenues
|
238,723
|
53,495
|
16,383
|
308,601
|
218,513
|
108,424
|
11,443
|
338,380
|
||||||||||||||||||||||||
Vessel
operating expenses
|
47,628
|
11,062
|
5,088
|
63,778
|
38,407
|
11,031
|
3,516
|
52,954
|
||||||||||||||||||||||||
Time
charter expense
|
74,588
|
-
|
-
|
74,588
|
86,292
|
79,338
|
-
|
165,630
|
||||||||||||||||||||||||
Depreciation
and amortization
|
40,520
|
10,695
|
6,409
|
57,624
|
35,811
|
10,787
|
4,733
|
51,331
|
||||||||||||||||||||||||
General
and administrative(1)
|
26,444
|
3,858
|
1,120
|
31,422
|
27,187
|
15,313
|
969
|
43,469
|
||||||||||||||||||||||||
Vessels
and equipment writedowns
|
-
|
-
|
-
|
-
|
2,150
|
-
|
-
|
2,150
|
||||||||||||||||||||||||
Restructuring
charge
|
-
|
-
|
-
|
-
|
-
|
453
|
-
|
453
|
||||||||||||||||||||||||
Income
from vessel operations
|
49,543
|
27,880
|
3,766
|
81,189
|
28,666
|
(8,498 | ) |
2,225
|
22,393
|
|||||||||||||||||||||||
|
(1) Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on estimated
use
of corporate resources).
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||||||||||
2007
(Average
Number
of
Ships)
|
2006
(Average
Number
of
Ships)
|
Percentage
Change
(%)
|
2007
(Average
Number
of
Ships)
|
2006
(Average
Number
of
Ships)
|
Percentage
Change
(%)
|
|||||||||||||||||||
Owned
Vessels
|
24
|
21
|
14
|
24
|
21
|
14
|
||||||||||||||||||
Chartered-in
Vessels
|
12
|
13
|
(8 | ) |
12
|
14
|
(14 | ) | ||||||||||||||||
Total
|
36
|
34
|
6
|
36
|
35
|
3
|
§
|
the
consolidation into our results of the five vessels owned by OPCO’s
50%-owned joint ventures, effective December 1, 2006 upon amendments
to
the applicable operating agreements, which granted OPCO control of
the
joint ventures (the Consolidation of Joint
Ventures);
|
§
|
the
sale of a 1981-built shuttle tanker (the Nordic Laurita) in July
2006 to a third party and the sale of a 1987-built shuttle tanker
(the
Nordic Trym) to Teekay Corporation in November 2006
(collectively, the 2006 Shuttle Tanker
Dispositions).
|
§
|
the
redelivery of one chartered-in vessel back to its owner in April
2006;
and
|
§
|
the
sale in July 2006 of a time charter-in contract for a 1992-built
shuttle
tanker (the Borga) to Teekay Corporation;
|
§
|
increases
of $12.0 million and $23.9 million, respectively, for the three and
six
months ended June 30, 2007, due to the Consolidation of Joint
Ventures;
|
§
|
increases
of $5.6 million and $2.1 million, respectively, for the three and
six
months ended June 30, 2007, in revenues due to (a) the redeployment
of
idle shuttle tankers servicing contracts of affreightment in the
conventional spot market at a higher average charter rate than the
same
periods last year due to a strong conventional market in 2007, and
an
increase in revenue days during the three months ended June 30, 2007
due
to the earlier-than-normal annual seasonal maintenance on certain
North
Sea oil field facilities in the second quarter of 2006 compared to
the
same period in 2007, partially offset by (b) fewer revenue days for
shuttle tankers servicing contracts of affreightment during the first
half
of 2007 due to a decline in oil production from mature oil fields
in the
North Sea;
|
§
|
increases
of $3.1 million and $6.2 million, respectively, for the three and
six
months ended June 30, 2007, due to the redeployment of excess
capacity of one shuttle tanker from servicing contracts of affreightment
to a bareboat charter; and
|
§
|
an
increase of $2.8 million for the six months ended June 30, 2007,
due to
the renewal of certain vessels on time charter contracts at higher
daily
rates during 2006;
|
§
|
decreases
of $2.3 million and $6.4 million, respectively, for the three and
six
months ended June 30, 2007, due to the 2006 Shuttle Tanker
Dispositions;
|
§
|
decreases
of $1.5 million and $3.8 million, respectively, for the three and
six
months ended June 30, 2007, due to the sale of the time charter-in
contract for the Borga;
and
|
§
|
decreases
of $0.2 million and $2.9 million, respectively, for the three and
six
months ended June 30, 2007, from the redelivery of one chartered-in
vessel
to its owner in April 2006.
|
§
|
increases
of $4.2 million and $8.1 million, respectively, for the three and
six
months ended June 30, 2007, due to the Consolidation of Joint
Ventures;
|
§
|
increases
of $1.7 million and $3.0 million, respectively, for the three and
six
months ended June 30, 2007, in salaries for crew and officers primarily
due to general wage escalations and a change in the crew rotation
system;
|
§
|
increases
of $0.3 million and $0.7 million, respectively, for the three and
six
months ended June 30, 2007, relating to higher insurance, service,
port
and other operating costs; and
|
§
|
an
increase of $0.4 million relating to repairs and
maintenance for certain vessels during the three months ended June
30,
2007;
|
§
|
decreases
of $0.7 million and $1.9 million, respectively, for the three and
six
months ended June 30, 2007, due to the 2006 Shuttle Tanker Dispositions;
and
|
§
|
a
relative decrease of $0.7 million relating to repairs and maintenance
for
certain vessels during the six months ended June 30,
2006.
|
§
|
increases
of $3.7 million and $7.4 million, respectively, for the three and
six
months ended June 30, 2007, due to the Consolidation of Joint Ventures;
and
|
§
|
increases
of $1.2 million and $1.8 million, respectively, for the three and
six
months ended June 30, 2007, from the amortization of vessel upgrades
and
drydock costs incurred during 2006 and the first half of
2007;
|
§
|
decreases
of $2.3 million and $4.0 million, respectively, for the three and
six
months ended June 30, 2007, relating to the 2006 Shuttle Tanker
Dispositions.
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||||||||||
2007
(Average
Number of Ships)
|
2006
(Average
Number of Ships)
|
Percentage
Change
(%)
|
2007
(Average
Number of Ships)
|
2006
(Average
Number of Ships)
|
Percentage
Change
(%)
|
|||||||||||||||||||
Owned
Vessels
|
9
|
10
|
(10 | ) |
9
|
10
|
(10 | ) | ||||||||||||||||
Chartered-in
Vessels
|
-
|
24
|
(100 | ) |
-
|
24
|
(100 | ) | ||||||||||||||||
Total
|
9
|
34
|
(74 | ) |
9
|
34
|
(74 | ) |
§
|
the
sale of Navion Shipping Ltd. to Teekay Corporation during July 2006.
Navion Shipping Ltd. chartered-in approximately 25 conventional tankers
since 2004 and subsequently time-chartered the vessels back to Teekay
Corporation at charter rates that provided for a 1.25% fixed profit
margin
(please read Items You Should Consider When Evaluating Our Results –
On July 1, 2006, OPCO transferred certain assets to Teekay Corporation
that are included in historical results of operations);
and
|
§
|
the
transfer of the Navion Saga to the FSO segment, for the three
months ended June 30, 2007, as a result of the completion of its
conversion to an FSO unit and commencing a three-year FSO time charter
contract in early May 2007. Prior to the completion of the vessel’s
conversion to an FSO unit, it was included as a conventional crude
oil
tanker within the conventional tanker
segment.
|
§
|
decreases
of $37.8 million and $80.0 million, respectively, for the three and
six months ended June 30, 2007, from the sale of Navion Shipping
Ltd.;
|
§
|
increases
of $10.4 million and $21.3 million, respectively, for the three
and six months ended June 30, 2007, from higher hire rates earned
by the
nine owned Aframax-class conventional tankers on time charters with
a
subsidiary of Teekay Corporation (please read Items You Should
Consider When Evaluating Our Results – Our financial results of operations
reflect different time charter terms for OPCO’s nine conventional
tankers); and
|
§
|
increases
of $0.8 million and $3.7 million, respectively, for the three and
six
months ended June 30, 2007, relating to the Navion Saga
temporarily trading in the spot market as a conventional crude oil
tanker
until it was transferred to the FSO segment in early May 2007, compared
to
the same periods last year when the vessel was employed on a time
charter
with a subsidiary of Teekay Shipping Corporation at a lower daily
hire
rate.
|
Three
Months Ended June 30,
|
Six
Months Ended June 30,
|
|||||||||||||||||||||||
2007
(Average
Number of Ships)
|
2006
(Average
Number of Ships)
|
Percentage
Change
(%)
|
2007
(Average
Number of Ships)
|
2006
(Average
Number of Ships)
|
Percentage
Change
(%)
|
|||||||||||||||||||
Owned
Vessels
|
4
|
3
|
33
|
3
|
3
|
-
|
§
|
decreases
of $7.9 million and $14.3 million, respectively, for the three and
six
months ended June 30, 2007 in general and administrative expenses
(through
services agreements we, OPCO and certain of its subsidiaries entered
into
with subsidiaries of Teekay Corporation in connection with our initial
public offering), allocated to us from Teekay Corporation as a result
of
the sale of Navion Shipping Ltd. to Teekay Corporation in July 2006.
Prior
to our initial public offering, general and administrative expenses
were
allocated based on OPCO’s proportionate share of Teekay Corporation’s
total ship-operating (calendar) days for each of the periods
presented;
|
§
|
increases
of $0.5 million and $1.0 million, respectively, for the three and
six
months ended June 30, 2007 relating to additional expenses as a result
of
our being a publicly-traded limited partnership since our initial
public
offering in December 2006; and
|
§
|
increases
of $2.1 million and $1.2 million, respectively, for the three and
six
months ended June 30, 2007 relating to an increase in shore-based
compensation, travel and consulting
fees.
|
§
|
increases
of $10.3 million and $20.6 million, respectively, for the
three and six months ended June 30, 2007 relating to additional debt
of
$745 million under a new revolving credit facility entered into during
the
fourth quarter of 2006; and
|
§
|
increases
of $3.2 million and $6.4 million, respectively, for the three and six
months ended June 30, 2007 due to the Consolidation of Joint
Ventures;
|
§
|
decreases
of $3.4 million and $6.8 million, respectively, for the three and six
months ended June 30, 2007, relating to the settlement of interest-bearing
advances from affiliates during the fourth quarter of
2006;
|
§
|
decreases
of $2.5 million and $4.2 million for the three and six months ended
June
30, 2007, relating to interest incurred on one of the revolving credit
facilities, which was prepaid and cancelled prior to our initial
public
offering; and
|
§
|
decreases
of $2.3 million and $4.6 million, respectively, for the three and six
months ended June 30, 2007, relating to interest incurred by the
Predecessor on one of its revolving credit facilities, which was
not
transferred to OPCO prior to our initial public
offering.
|
|
As
at June 30, 2007, our total cash and cash equivalents were $100.7
million,
compared to $114.0 million at December 31, 2006. Our total liquidity
including cash, cash equivalents and undrawn long-term borrowings,
was
$386.6 million as at June 30, 2007, compared to $429.0 million as
at
December 31, 2006. The decrease in liquidity was primarily the result of
payment of cash distributions by us and OPCO and expenditures for
vessels
and equipment, partially offset by cash generated by our operating
activities during the six months ended June 30,
2007.
|
|
In
addition to distributions on our equity interests, our primary short-term
liquidity needs are to fund general working capital requirements
and
drydocking expenditures, while our long-term liquidity needs primarily
relate to expansion and investment capital expenditures and other
maintenance capital expenditures and debt repayment. Expansion capital
expenditures are primarily for the purchase or construction of vessels
to
the extent the expenditures increase the operating capacity of or
revenue
generated by our fleet, while maintenance capital expenditures primarily
consist of drydocking expenditures and expenditures to replace vessels
in
order to maintain the operating capacity of or revenue generated
by our
fleet. Investment capital expenditures are those capital expenditures
that
are neither maintenance capital expenditures nor expansion capital
expenditures.
|
|
We
anticipate that our primary sources of funds for our short-term liquidity
needs will be cash flows from operations. We believe that cash flows
from
operations will be sufficient to meet our existing liquidity needs
for at
least the next 12 months. Generally, our long-term sources of funds
will be from cash from operations, long-term bank borrowings and
other
debt or equity financings, or a combination thereof. Because we and
OPCO
distribute all of our and its available cash, we expect that we and
OPCO
will rely upon external financing sources, including bank borrowings
and
the issuance of debt and equity securities, to fund acquisitions
and
expansion and investment capital expenditures, including opportunities
we
may pursue under the omnibus
agreement.
|
Six Months Ended June 30,
|
||||||||
2007
($000’s)
|
2006
($000’s)
|
|||||||
Net
cash flow from operating activities
|
15,596
|
48,210
|
||||||
Net
cash flow from financing activities
|
(31,903 | ) | (42,107 | ) | ||||
Net
cash flow from investing activities
|
3,039
|
(1,127 | ) |
§
|
Amended
Revolving Credit Facility. This 8-year amended reducing revolving
credit facility allows OPCO and it subsidiaries to borrow up to
$455 million and may be used for acquisitions and for general
partnership purposes. Obligations under this credit facility are
collaterized by first-priority mortgages on eight of our vessels.
Borrowings under the facility may be prepaid at any time in amounts
of not
less than $5.0 million.
|
§
|
New
Revolving Credit Facility. This 8-year reducing revolving credit
facility allows for borrowing of up to $940 million and may be used
for acquisitions and for general partnership purposes. Obligations
under
this credit facility are secured by first-priority mortgages on 19
of our
vessels. Borrowings under the facility may be prepaid at any time
in
amounts of not less than $5.0 million. This credit facility allows
OPCO to make working capital borrowings and loan the proceeds to
us (which
we could use to make distributions, provided that such amounts are
paid
down annually).
|
•
|
incurring
or guaranteeing indebtedness;
|
•
|
changing
ownership or structure, including mergers, consolidations, liquidations
and dissolutions;
|
•
|
making
dividends or distributions when in default of the relevant
loans;
|
•
|
making
capital expenditures in excess of specified
levels;
|
•
|
making
certain negative pledges or granting certain
liens;
|
•
|
selling,
transferring, assigning or conveying
assets; or
|
•
|
entering
into a new line of business.
|
Total
|
Balance
of
2007
|
2008
and
2009
|
2010
and
2011
|
Beyond
2011
|
||||||||||||||||
(in
millions of U.S. dollars)
|
||||||||||||||||||||
Long-term
debt (1)
|
1,281.0
|
9.5
|
104.9
|
235.2
|
931.4
|
|||||||||||||||
Chartered-in
vessels (operating leases)
|
484.8
|
74.5
|
155.9
|
123.5
|
130.9
|
|||||||||||||||
Purchase
obligation
|
41.7
|
-
|
41.7
|
-
|
-
|
|||||||||||||||
Total
contractual obligations
|
1,807.5
|
84.0
|
302.5
|
358.7
|
1,062.3
|
(1)
|
Excludes
expected interest payments of $38.1 million (remainder of 2007),
$145.6 million (2008 and 2009), $127.7 million (2010 and 2011)
and $116.0 million (beyond 2011). Expected interest payments are
based on LIBOR, plus margins which ranged between 0.45% and 0.80%
as at
June 30, 2007. The expected interest payments do not reflect the
effect of
related interest rate swaps that hedge certain of the floating-rate
debt.
|
·
|
our
future growth prospects;
|
·
|
results
of operations and revenues and
expenses;
|
·
|
offshore
and tanker market fundamentals, including the balance of supply
and demand
in the offshore and tanker
market;
|
·
|
future
capital expenditures and availability of capital resources to fund
capital
expenditures;
|
·
|
offers
of shuttle tankers, FSOs and FPSOs and associated contracts from
Teekay
Corporation;
|
·
|
obtaining
offshore projects that we or Teekay Corporation bid on or have
been
awarded;
|
·
|
delivery
dates of and financing for
newbuildings;
|
·
|
the
commencement of service of newbuildings under long-term
contracts;
|
·
|
our
liquidity needs; and
|
·
|
our
exposure to foreign currency fluctuations, particularly in Norwegian
Kroner.
|
ITEM
3 -
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Expected
Maturity Date
|
||||||||||||||||||||||||||||||||||||
Balance
of
2007
|
2008
|
2009
|
2010
|
2011
|
Thereafter
|
Total
|
Fair
Value
Asset/
(Liability)
|
Rate
(1)
|
||||||||||||||||||||||||||||
(in
millions of U.S. dollars, except percentages)
|
||||||||||||||||||||||||||||||||||||
Long-Term
Debt:
|
||||||||||||||||||||||||||||||||||||
U.S.
Dollar-denominated (2)
|
9.5
|
55.7
|
49.2
|
81.2
|
154.0
|
931.4
|
1,281.0
|
(1,281.0 | ) | 6.0 | % | |||||||||||||||||||||||||
Interest
Rate Swaps:
|
||||||||||||||||||||||||||||||||||||
Contract
Amount (3)
|
293.2
|
8.5
|
543.5
|
8.5
|
8.5
|
613.6
|
1,475.8
|
51.6
|
4.9 | % | ||||||||||||||||||||||||||
Average
Fixed Pay Rate (2)
|
5.4 | % | 4.9 | % | 4.7 | % | 4.9 | % | 4.9 | % | 4.8 | % | 4.9 | % |
(1)
|
Rate
refers to the weighted-average effective interest rate for OPCO’s debt,
including the margin paid on our floating-rate debt and the average
fixed
pay rate for interest rate swaps. The average fixed pay rate for
interest
rate swaps excludes the margin paid on the floating-rate debt, which
as of
June 30, 2007 ranged from 0.625% to
0.80%.
|
(2)
|
Interest
payments on floating-rate debt and interest rate swaps are based
on
LIBOR.
|
(3)
|
The
average variable receive rate for interest rate swaps is set quarterly
at
the 3-month LIBOR or semi-annually at the 6-month
LIBOR.
|
3.1
|
Certificate of Limited Partnership of Teekay Offshore Partners L.P.
(1)
|
3.2
|
First Amended and Restated Agreement of Limited Partnership of Teekay
Offshore Partners L.P. (2)
|
3.3
|
Certificate of Formation of Teekay Offshore GP L.L.C.
(1)
|
3.4
|
Amended and Restated Limited Liability Company Agreement of Teekay
Offshore GP L.L.C. (1)
|
3.5
|
Certificate of Limited Partnership of Teekay Offshore Operating L.P.
(1)
|
3.6
|
Amended and Restated Agreement of Limited Partnership of Teekay Offshore
Operating Partners L.P. (1)
|
3.7
|
Certificate of Formation of Teekay Offshore Operating GP L.L.C.
(1)
|
3.8
|
Amended and Restated Limited Liability Company Agreement of Teekay
Offshore Operating GP L.L.C. (1)
|
(1)
|
Previously
filed as an exhibit to the Partnership’s Registration Statement on Form
F-1 (File No. 333-139116), filed with the SEC on December 4, 2006,
and
hereby incorporated by reference to such Registration
Statement.
|
(2)
|
Previously
filed as Appendix A to the Partnership’s Rule 424(b)(4) Prospectus filed
with the SEC on December 14, 2006, and hereby incorporated by reference
to
such Prospectus.
|
TEEKAY
OFFSHORE PARTNERS L.P.
By:
Teekay Offshore GP L.L.C., its general partner
|
|
Date: August
21, 2007
|
By: /s/ Peter
Evensen
Peter Evensen
Chief Executive Officer and Chief Financial
Officer
(Principal Executive, Financial and Accounting
Officer)
|