Title
of each class
|
Name
of each exchange on which registered
|
Common
Units
|
New
York Stock Exchange
|
U.S.
GAAP [X]
|
International
Financial Reporting Standards as issued by the International Accounting
Standards Board [ ]
|
Other
[ ]
|
Page
|
||
PART
I.
|
||
Item
1.
|
Identity
of Directors, Senior Management and
Advisors
|
Not
applicable
|
Item
2.
|
Offer
Statistics and Expected
Timetable
|
Not
applicable
|
Item
3.
|
Key
Information
|
5
|
Item
4.
|
Information
on the
Partnership
|
20
|
Item
4A.
|
Unresolved
Staff
Comments
|
Not
applicable
|
Item
5.
|
Operating
and Financial Review and
Prospects
|
36
|
Item
6.
|
Directors,
Senior Management and
Employees
|
53
|
Item
7.
|
Major
Unitholders and Related Party
Transactions
|
57
|
Item
8.
|
Financial
Information
|
60
|
Item
9.
|
The
Offer and
Listing
|
62
|
Item
10.
|
Additional
Information
|
62
|
Item
11.
|
Quantitative
and Qualitative Disclosures About Market
Risk
|
65
|
Item
12.
|
Description
of Securities Other than Equity
Securities
|
Not
applicable
|
|
||
PART
II.
|
||
|
||
Item
13.
|
Defaults,
Dividend Arrearages and
Delinquencies
|
66
|
Item
14.
|
Material
Modifications to the Rights of Unitholders and Use of
Proceeds
|
66
|
Item
15.
|
Controls
and
Procedures
|
66
|
Item
16A.
|
Audit
Committee Financial
Expert
|
66
|
Item
16B.
|
Code
of
Ethics
|
67
|
Item
16C.
|
Principal
Accountant Fees and
Services
|
67
|
Item
16D.
|
Exemptions
from the Listing Standards for Audit
Committees
|
67
|
Item
16E.
|
Purchases
of Units by the Issuer and Affiliated
Purchasers
|
67
|
|
||
PART
III.
|
|
|
Item
17.
|
Financial
Statements
|
Not
applicable
|
Item
18.
|
Financial
Statements
|
67
|
Item
19.
|
Exhibits
|
68
|
Signatures
|
69
|
|
·
|
our
ability to make cash distributions on our units or any increases in
quarterly distributions;
|
|
·
|
our
future financial condition or results of operations and future revenues
and expenses;
|
|
·
|
growth
prospects of the offshore and tanker
markets;
|
|
·
|
offshore
and tanker market fundamentals, including the balance of supply and demand
in the offshore and tanker markets;
|
|
·
|
the
expected lifespan of a new shuttle tanker, floating storage and off-take
(or FSO) unit and conventional
tanker;
|
|
·
|
estimated
capital expenditures and the availability of capital resources to fund
capital expenditures;
|
|
·
|
our
ability to maintain long-term relationships with major crude oil
companies;
|
|
·
|
our
ability to leverage to our advantage Teekay Corporation’s relationships
and reputation in the shipping
industry;
|
|
·
|
our
continued ability to enter into fixed-rate time charters with
customers;
|
|
·
|
obtaining
offshore projects that we or Teekay Corporation bid on or that Teekay
Corporation is awarded;
|
|
·
|
our
ability to maximize the use of our vessels, including the re-deployment or
disposition of vessels no longer under long-term time
charter;
|
|
·
|
the
ability of the counterparties to our derivative contracts to fulfill their
contractual obligations;
|
|
·
|
our
pursuit of strategic opportunities, including the acquisition of vessels
and expansion into new markets
vessels;
|
|
·
|
our
expected financial flexibility to pursue acquisitions and other expansion
opportunities;
|
|
·
|
anticipated
funds for liquidity needs and the sufficiency of cash
flows;
|
|
·
|
the
expected cost of, and our ability to comply with, governmental regulations
and maritime self regulatory organization standards applicable to our
business;
|
|
·
|
the
expected impact of heightened environmental and quality concerns of
insurance underwriters, regulators and
charterers;
|
|
·
|
anticipated
taxation of our partnership and its
subsidiaries;
|
|
·
|
Teekay
Corporation increasing its ownership interest in Teekay Petrojarl ASA
(formally Petrojarl ASA) or offering to us additional interest in Teekay
Offshore Operating L.P;
|
|
·
|
our
general and administrative expenses as a public company and expenses under
service agreements with other affiliates of Teekay Corporation and for
reimbursements of fees and costs of our general partner;
and
|
|
·
|
our
business strategy and other plans and objectives for future
operations.
|
·
|
historical
financial and operating data of Teekay Offshore Partners Predecessor (as
defined below); and
|
·
|
financial
and operating data of Teekay Offshore Partners L.P. and its subsidiaries
(sometimes referred to as the Partnership, we or us) since its initial
public offering on December 19,
2006.
|
·
|
the
historical financial and operating data of Teekay Offshore Partners
Predecessor as at and for the year ended December 31, 2003 is derived from
the unaudited combined consolidated financial statements of Teekay
Offshore Partners
Predecessor;
|
·
|
the
historical financial and operating data of Teekay Offshore Partners
Predecessor as at and for the years ended December 31, 2004 and 2005 are
derived from the audited combined consolidated financial statements of
Teekay Offshore Partners
Predecessor;
|
·
|
the
historical financial and operating data of Teekay Offshore Partners
Predecessor as at December 31, 2006 and for the period from
January 1, 2006 to December 18, 2006 are derived from the audited
combined consolidated financial statements of Teekay Offshore Partners
Predecessor; and
|
·
|
the
historical financial and operating data of Teekay Offshore Partners L.P.
as at December 31, 2006 and 2007, for the period from December 19, 2006 to
December 31, 2006, and for the year ended December 31, 2007, reflect our
initial public offering and are derived from our audited consolidated
financial statements.
|
|
·
|
January
1 to December 31, 2007
|
|
·
|
January
1 to December 18, 2006
|
|
·
|
December
19 to December 31, 2006
|
|
·
|
January
1 to December 31, 2005
|
Year
Ended December 31, 2006
|
||||||||||||||||||||||||
Years
Ended December 31,
|
January
1
to
December
18,
|
December
19,
to
December
31,
|
Year
Ended December 31,
|
|||||||||||||||||||||
2003
|
2004
|
2005
|
2006
|
2006
|
2007
|
|||||||||||||||||||
(in
thousands, except unit, per unit and fleet data)
|
||||||||||||||||||||||||
Income
Statement Data:
|
||||||||||||||||||||||||
Voyage
revenues
|
$ | 747,383 | $ | 986,504 | $ | 807,548 | $ | 684,766 | $ | 23,926 | $ | 775,969 | ||||||||||||
Operating
expenses:
|
||||||||||||||||||||||||
Voyage
expenses (1)
|
146,893 | 118,819 | 74,543 | 91,321 | 3,102 | 151,583 | ||||||||||||||||||
Vessel
operating expenses(2)
|
87,507 | 105,595 | 104,475 | 102,311 | 4,087 | 143,247 | ||||||||||||||||||
Time-charter
hire expense
|
235,976 | 372,449 | 373,536 | 239,311 | 5,641 | 150,463 | ||||||||||||||||||
Depreciation
and amortization
|
93,269 | 118,460 | 107,542 | 98,386 | 3,636 | 122,415 | ||||||||||||||||||
General
and administrative
|
33,968 | 65,819 | 85,856 | 70,387 | 2,129 | 61,530 | ||||||||||||||||||
Loss
(gain) on sale of vessels, net of writedowns
|
63 | (3,725 | ) | 2,820 | (4,778 | ) | - | - | ||||||||||||||||
Restructuring
charge
|
- | - | 955 | 832 | - | - | ||||||||||||||||||
Total
operating expenses
|
597,676 | 777,417 | 749,727 | 597,770 | 18,595 | 629,238 | ||||||||||||||||||
Income
from vessel operations
|
149,707 | 209,087 | 57,821 | 86,996 | 5,331 | 146,731 | ||||||||||||||||||
Interest
expense
|
(46,872 | ) | (43,957 | ) | (39,791 | ) | (67,225 | ) | (2,200 | ) | (79,768 | ) | ||||||||||||
Interest
income
|
1,278 | 2,459 | 4,605 | 5,167 | 191 | 5,774 | ||||||||||||||||||
Equity
income from joint ventures
|
5,047 | 6,162 | 5,199 | 6,162 | - | - | ||||||||||||||||||
Gain
on sale of marketable securities
|
517 | 94,222 | - | - | - | - | ||||||||||||||||||
Foreign
currency exchange (loss) gain (3)
|
(17,821 | ) | (37,910 | ) | 34,178 | (66,574 | ) | (131 | ) | (12,144 | ) | |||||||||||||
Income
tax (expense) recovery
|
(30,035 | ) | (28,188 | ) | 13,873 | (2,672 | ) | (99 | ) | 10,924 | ||||||||||||||
Other
–
net
|
4,455 | 14,064 | 9,091 | 8,360 | 309 | 10,403 | ||||||||||||||||||
Net
income (loss) before non-controlling
interest
|
66,276 | 215,939 | 84,976 | (29,786 | ) | 3,401 | 81,920 | |||||||||||||||||
Non-controlling
interest
|
(2,763 | ) | (2,167 | ) | (229 | ) | (3,777 | ) | (2,553 | ) | (62,248 | ) | ||||||||||||
Net
income
(loss)
|
$ | 63,513 | $ | 213,772 | $ | 84,747 | $ | (33,563 | ) | $ | 848 | $ | 19,672 | |||||||||||
General
partner’s interest in net income
|
$ | - | $ | - | $ | - | $ | - | $ | 17 | $ | 393 | ||||||||||||
Limited
partners’ interest:
|
||||||||||||||||||||||||
Net
income (loss)
|
63,513 | 213,772 | 84,747 | (33,563 | ) | 831 | 19,279 | |||||||||||||||||
Net
income (loss) per:
|
||||||||||||||||||||||||
Common
unit (basis and diluted) (4)
|
5.04 | 16,97 | 6.73 | (2.66 | ) | 0.05 | 1.26 | |||||||||||||||||
Subordinated
unit (basis and diluted) (4)
|
5.04 | 16.97 | 6.73 | (2.66 | ) | 0.04 | 0.70 | |||||||||||||||||
Total
unit (basis and diluted) (4)
|
5.04 | 16.97 | 6.73 | (2.66 | ) | 0.04 | 0.99 | |||||||||||||||||
Cash
distributions declared per unit
|
- | - | - | - | - | 1.14 | ||||||||||||||||||
Balance Sheet Data (at
end of period):
|
||||||||||||||||||||||||
Cash
and marketable securities
|
$ | 160,957 | $ | 143,729 | $ | 128,986 | $ | 113,986 | $ | 121,224 | ||||||||||||||
Vessels
and equipment (5)
|
1,431,947 | 1,427,481 | 1,300,064 | 1,524,842 | 1,662,865 | |||||||||||||||||||
Total
assets
|
2,037,855 | 2,040,642 | 1,884,017 | 2,041,321 | 2,166,351 | |||||||||||||||||||
Total
debt (6)
|
1,354,392 | 1,210,998 | 991,855 | 1,320,303 | 1,517,467 | |||||||||||||||||||
Non-controlling
interest
|
15,525 | 14,276 | 11,859 | 427,977 | 391,645 | |||||||||||||||||||
Total
partners’/owner’s equity
|
529,794 | 659,212 | 740,379 | 138,942 | 80,969 | |||||||||||||||||||
Common
units outstanding (4)
|
2,800,000 | 2,800,000 | 2,800,000 | 2,800,000 | 9,800,000 | 9,800,000 | ||||||||||||||||||
Subordinated
units outstanding (4)
|
9,800,000 | 9,800,000 | 9,800,000 | 9,800,000 | 9,800,000 | 9,800,000 | ||||||||||||||||||
Cash
Flow Data:
|
||||||||||||||||||||||||
Net
cash provided by (used in):
|
||||||||||||||||||||||||
Operating
activities (7)
|
$ | 224,237 | $ | 240,245 | $ | 143,069 | $ | 55,931 | ||||||||||||||||
Financing
activities (7)
|
734,389 | (67,363 | ) | (191,936 | ) | 51,422 | ||||||||||||||||||
Investing
activities (7)
|
(837,423 | ) | (190,110 | ) | 34,124 | (100,115 | ) | |||||||||||||||||
Other
Financial Data:
|
||||||||||||||||||||||||
Net
voyage revenues (8)
|
$ | 600,490 | $ | 867,685 | $ | 733,005 | $ | 593,445 | $ | 20,824 | $ | 624,386 | ||||||||||||
EBITDA
(9)
|
232,411 | 401,918 | 213,602 | 129,553 | 6,592 | 205,157 | ||||||||||||||||||
Capital
expenditures:
|
||||||||||||||||||||||||
Expenditures
for vessels and equipment
|
146,279 | 170,630 | 24,760 | 31,079 | - | 210,339 | ||||||||||||||||||
Expenditures
for
drydocking
|
11,980 | 9,174 | 8,906 | 31,255 | - | 39,626 | ||||||||||||||||||
Fleet
data:
|
||||||||||||||||||||||||
Average
number of shuttle tankers (10)
|
30.5 | 37.9 | 35.8 | 33.9 | 36.0 | 36.7 | ||||||||||||||||||
Average
number of conventional tankers (10)
|
27.4 | 40.7 | 41.2 | 22.0 | 10.0 | 9.3 | ||||||||||||||||||
Average
number of FSO units10)
|
2.2 | 3.0 | 3.0 | 3.0 | 3.0 | 3.9 |
(1)
|
Voyage
expenses are all expenses unique to a particular voyage, including any
bunker fuel expenses, port fees, cargo loading and unloading expenses,
canal tolls, agency fees and
commissions.
|
(2)
|
Vessel
operating expenses include crewing, repairs and maintenance, insurance,
stores, lube oils and communication
expenses.
|
(3)
|
Substantially
all of these foreign currency exchange gains and losses were unrealized
and not settled in cash. Under U.S. accounting guidelines, 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. For the periods
prior to our initial public offering, our primary source of foreign
currency gains and losses were our Norwegian Kroner-denominated advances
from affiliates, which were settled by the Predecessor prior to December
19, 2006.
|
(4)
|
Net
income (loss) per unit is determined by dividing net income (loss), after
deducting the amount of net income (loss) allocated to our general
partner’s interest for periods subsequent to our initial public offering
on December 19, 2006, by the weighted-average number of units outstanding
during the period. For periods prior to December 19, 2006, such units are
deemed equal to the common and subordinated units received by Teekay
Corporation in exchange for a 26.0% interest in OPCO in connection with
our initial public offering.
|
(5)
|
Vessels
and equipment consists of (a) vessels, at cost less accumulated
depreciation, (b) vessels under capital leases, at cost less
accumulated depreciation, and (c) advances on
newbuildings.
|
(6)
|
Total
debt includes long-term debt, capital lease obligations and advances from
affiliates.
|
(7)
|
For
the year ended December 31, 2006, cash flow data provided by (used in)
operating activities, financing activities and investing activities was
$151,486, ($219,496) and $53,010,
respectively.
|
(8)
|
Consistent
with general practice in the shipping industry, we use net voyage revenues
(defined as voyage revenues less voyage expenses) as a measure of equating
revenues generated from voyage charters to revenues generated from time
charters, which assists us in making operating decisions about the
deployment of vessels and their performance. Under time charters and
bareboat charters, the charterer typically pays the voyage expenses, which
are all expenses unique to a particular voyage, including any bunker fuel
expenses, port fees, cargo loading and unloading expenses, canal tolls,
agency fees and commissions, whereas under voyage charter contracts and
contracts of affreightment the shipowner typically pays the voyage
expenses. Some voyage expenses are fixed, and the remainder can be
estimated. If we or OPCO, as the shipowner, pay the voyage expenses, we or
OPCO typically pass the approximate amount of these expenses on to the
customers by charging higher rates under the contract or billing the
expenses to them. As a result, although voyage revenues from different
types of contracts may vary, the net revenues after subtracting voyage
expenses, which we call net voyage revenues, are comparable across the
different types of contracts. We principally use net voyage revenues, a
non-GAAP financial measure, because it provides more meaningful
information to us than voyage revenues, the most directly comparable GAAP
financial measure. Net voyage revenues are also widely used by investors
and analysts in the shipping industry for comparing financial performance
between companies in the shipping industry to industry averages. The
following table reconciles net voyage revenues with voyage
revenues.
|
Year
Ended December 31, 2006
|
||||||||||||||||||||||||
Years
Ended December 31,
|
January
1
to
December
18,
|
December
19
to
December
31,
|
Year
Ended December 31,
|
|||||||||||||||||||||
2003
|
2004
|
2005
|
2006
|
2006
|
2007
|
|||||||||||||||||||
Voyage
revenues
|
$ | 747,383 | $ | 986,504 | $ | 807,548 | $ | 684,766 | $ | 23,926 | $ | 775,969 | ||||||||||||
Voyage
expenses
|
146,893 | 118,819 | 74,543 | 91,321 | 3,102 | 151,583 | ||||||||||||||||||
Net
voyage
revenues
|
$ | 600,490 | $ | 867,685 | $ | 733,005 | $ | 593,445 | $ | 20,824 | $ | 624,386 |
(9)
|
EBITDA.
Earnings before interest, taxes, depreciation and amortization is used as
a supplemental financial measure by management and by external users of
our financial statements, such as investors, as discussed
below:
|
|
•
|
Financial and operating
performance. EBITDA assists our management and investors by
increasing the comparability of the fundamental performance of us from
period to period and against the fundamental performance of other
companies in our industry that provide EBITDA information. This increased
comparability is achieved by excluding the potentially disparate effects
between periods or companies of interest expense, taxes, depreciation or
amortization, which items are affected by various and possibly changing
financing methods, capital structure and historical cost basis and which
items may significantly affect net income between periods. We believe that
including EBITDA as a financial and operating measure benefits investors
in (a) selecting between investing in us and other investment
alternatives and (b) monitoring the ongoing financial and operational
strength and health of us in assessing whether to continue to hold our
common units.
|
|
•
|
Liquidity. EBITDA
allows us to assess the ability of assets to generate cash sufficient to
service debt, make distributions and undertake capital expenditures. By
eliminating the cash flow effect resulting from the existing
capitalization of us and OPCO and other items such as drydocking
expenditures, working capital changes and foreign currency exchange gains
and losses (which may vary significantly from period to period), EBITDA
provides a consistent measure of our ability to generate cash over the
long term. Management uses this information as a significant factor in
determining (a) our and OPCO’s proper capitalization (including
assessing how much debt to incur and whether changes to the capitalization
should be made) and (b) whether to undertake material capital
expenditures and how to finance them, all in light of existing cash
distribution commitments to unitholders. Use of EBITDA as a liquidity
measure also permits investors to assess the fundamental ability of OPCO
and us to generate cash sufficient to meet cash needs, including
distributions on our common units.
|
Year
Ended December 31, 2006
|
||||||||||||||||||||||||
Years
Ended December 31,
|
January
1
to
December
18,
|
December
19
to
December
31,
|
Year
Ended December 31,
|
|||||||||||||||||||||
2003
|
2004
|
2005
|
2006
|
2006
|
2007
|
|||||||||||||||||||
Reconciliation
of “EBITDA” to “Net income
(loss)”:
|
||||||||||||||||||||||||
Net
income
(loss)
|
$ | 63,513 | $ | 213,772 | $ | 84,747 | $ | (33,563 | ) | $ | 848 | $ | 19,672 | |||||||||||
Depreciation
and amortization
|
93,269 | 118,460 | 107,542 | 98,386 | 3,636 | 122,415 | ||||||||||||||||||
Interest
expense, net
|
45,594 | 41,498 | 35,186 | 62,058 | 2,009 | 73,994 | ||||||||||||||||||
Provision
(benefit) for income taxes
|
30,035 | 28,188 | (13,873 | ) | 2,672 | 99 | (10,924 | ) | ||||||||||||||||
EBITDA
(1)
|
$ | 232,411 | $ | 401,918 | $ | 213,602 | $ | 129,553 | $ | 6,592 | $ | 205,157 | ||||||||||||
Reconciliation
of “EBITDA” to “Net
operating
cash flow”:
|
||||||||||||||||||||||||
Net
operating cash flow
|
$ | 224,237 | $ | 240,245 | $ | 143,069 | $ | 151,486 | $ | - | $ | 55,931 | ||||||||||||
Non-controlling
interest
|
(2,763 | ) | (2,167 | ) | (229 | ) | (3,777 | ) | (2,553 | ) | (62,248 | ) | ||||||||||||
Expenditures
for drydocking
|
11,980 | 9,174 | 8,906 | 31,255 | - | 39,626 | ||||||||||||||||||
Interest
expense, net
|
45,594 | 41,498 | 35,186 | 62,058 | 2,009 | 73,994 | ||||||||||||||||||
(Loss)
gain on sale of vessels
|
(63 | ) | 3,725 | 9,423 | 6,928 | - | - | |||||||||||||||||
Gain
on sale of marketable securities
|
517 | 94,222 | - | - | - | - | ||||||||||||||||||
Loss
on writedown of vessels and equipment
|
- | - | (12,243 | ) | (2,150 | ) | - | - | ||||||||||||||||
Write-off
of debt issuance costs
|
- | - | - | (2,790 | ) | - | - | |||||||||||||||||
Equity
income (net of dividends received)
|
(1,234 | ) | (1,338 | ) | 2,449 | 160 | - | - | ||||||||||||||||
Change
in working capital
|
(10,602 | ) | 37,709 | (22,951 | ) | (47,861 | ) | 7,134 | 31,588 | |||||||||||||||
Distribution
from subsidiaries to minority owners
|
3,060 | 2,347 | 9,618 | 4,224 | - | 78,107 | ||||||||||||||||||
Foreign
currency exchange (loss) gain and
other,
net
|
(38,315 | ) | (23,497 | ) | 40,374 | (69,980 | ) | 2 | (11,841 | ) | ||||||||||||||
EBITDA
(1)
|
$ | 232,411 | $ | 401,918 | $ | 213,602 | $ | 129,553 | $ | 6,592 | $ | 205,157 |
|
(1)
|
EBITDA
is net of non-controlling interest expense of $2.8 million, $2.2 million,
$0.2 million, $3.8 million, $2.6 million and $62.2 million for the years
ended December 31, 2003, 2004 and 2005, and for the periods January 1 to
December 18, 2006 and December 19 to December 31, 2006, and for the year
ended December 31, 2007,
respectively.
|
Year
Ended December 31, 2006
|
||||||||||||||||||||||||
Years
Ended December 31,
|
January
1
to
December
18,
|
December
19
to
December
31,
|
Year
Ended December 31,
|
|||||||||||||||||||||
2003
|
2004
|
2005
|
2006
|
2006
|
2007
|
|||||||||||||||||||
(Loss)
gain on sale of vessels and equipment,
net of
writedowns
|
$ | (63 | ) | $ | 3,725 | $ | (2,820 | ) | $ | 4,778 | $ | - | $ | - | ||||||||||
Gain
on sale of marketable securities
|
517 | 94,222 | - | - | - | - | ||||||||||||||||||
Loss on writedown of marketable securities | (4,910 | ) | - | - | - | - | - | |||||||||||||||||
Foreign
currency exchange (loss) gain
|
(17,821 | ) | (37,910 | ) | 34,178 | (66,574 | ) | (131 | ) | (12,144 | ) | |||||||||||||
$ | (22,277 | ) | $ | 60,037 | $ | 31,358 | $ | (61,796 | ) | $ | (131 | ) | $ | (12,144 | ) |
(10)
|
Average
number of ships consists of the average number of owned and chartered-in
vessels that were in our possession during a period (excluding the five
vessels owned by OPCO’s 50% joint ventures for periods prior to December
1, 2006). On December 1, 2006, the joint venture agreements for these five
joint ventures were amended, resulting OPCO controlling the joint ventures
and in their consolidation with OPCO in accordance with
GAAP.
|
•
|
the
rates it obtains from its charters and 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);
|
•
|
the
price and level of production of, and demand for, crude oil, particularly
the level of production at the offshore oil fields OPCO services under
contracts of affreightment;
|
•
|
the
level of its operating costs, such as the cost of crews and
insurance;
|
•
|
the
number of off-hire days for its fleet and the timing of, and number of
days required for, drydocking of its
vessels;
|
•
|
the
rates, if any, at which OPCO may be able to redeploy shuttle tankers in
the spot market as conventional oil tankers during any periods of reduced
or terminated oil production at fields serviced by contracts of
affreightment;
|
•
|
delays
in the delivery of any newbuildings or vessels undergoing conversion and
the beginning of payments under charters relating to those
vessels;
|
•
|
prevailing
global and regional economic and political
conditions;
|
•
|
currency
exchange rate
fluctuations; and
|
•
|
the
effect of governmental regulations and maritime self-regulatory
organization standards on the conduct of its
business.
|
•
|
the
level of capital expenditures it makes, including for maintaining vessels
or converting existing vessels for other uses and complying with
regulations;
|
•
|
its
debt service requirements and restrictions on distributions contained in
its debt instruments;
|
•
|
fluctuations
in its working capital needs;
|
•
|
its
ability to make working capital
borrowings; and
|
•
|
the
amount of any cash reserves, including reserves for future maintenance
capital expenditures, working capital and other matters, established by
the Board of Directors of our general
partner.
|
•
|
interest
expense and principal payments on any indebtedness we
incur;
|
•
|
restrictions
on distributions contained in any of our current or future debt
agreements;
|
•
|
fees
and expenses of us, our general partner, its affiliates or third parties
we are required to reimburse or pay, including expenses we incur as a
result of being a public
company; and
|
•
|
reserves
our general partner believes are prudent for us to maintain for the proper
conduct of our business or to provide for future
distributions.
|
•
|
our
ability to obtain additional financing, if necessary, for working capital,
capital expenditures, acquisitions or other purposes may be impaired or
such financing may not be available on favorable
terms;
|
•
|
we
will need a substantial portion of our cash flow to make principal and
interest payments on our debt, reducing the funds that would otherwise be
available for operations, future business opportunities and distributions
to unitholders;
|
•
|
our
debt level may make us more vulnerable than our competitors with less debt
to competitive pressures or a downturn in our industry or the economy
generally; and
|
•
|
our
debt level may limit our flexibility in responding to changing business
and economic conditions.
|
•
|
incur
or guarantee indebtedness;
|
•
|
change
ownership or structure, including mergers, consolidations, liquidations
and dissolutions;
|
•
|
make
dividends or distributions;
|
•
|
make
certain negative pledges and grant certain
liens;
|
•
|
sell,
transfer, assign or convey assets;
|
•
|
make
certain investments; and
|
•
|
enter
into a new line of business.
|
•
|
failure
to pay any principal, interest, fees, expenses or other amounts when
due;
|
•
|
failure
to notify the lenders of any material oil spill or discharge of hazardous
material, or of any action or claim related
thereto;
|
•
|
breach
or lapse of any insurance with respect to vessels securing the
facilities;
|
•
|
breach
of certain financial covenants;
|
•
|
failure
to observe any other agreement, security instrument, obligation or
covenant beyond specified cure periods in certain
cases;
|
•
|
default
under other indebtedness;
|
•
|
bankruptcy
or insolvency events;
|
•
|
failure
of any representation or warranty to be materially
correct;
|
•
|
a
change of control, as defined in the applicable
agreement; and
|
•
|
a
material adverse effect, as defined in the applicable
agreement.
|
•
|
renew
existing charters and contracts of affreightment upon their
expiration;
|
•
|
obtain
new charters and contracts of
affreightment;
|
•
|
successfully
interact with shipyards during periods of shipyard construction
constraints;
|
•
|
obtain
financing on commercially acceptable
terms; or
|
•
|
maintain
satisfactory relationships with suppliers and other third
parties.
|
|
•
|
decreases
in the actual or projected price of oil, which could lead to a reduction
in or termination of production of oil at certain fields we service or a
reduction in exploration for or development of new offshore oil
fields;
|
|
•
|
increases
in the production of oil in areas linked by pipelines to consuming areas,
the extension of existing, or the development of new, pipeline systems in
markets we may serve, or the conversion of existing non-oil pipelines to
oil pipelines in those markets;
|
|
•
|
decreases
in the consumption of oil due to increases in its price relative to other
energy sources, other factors making consumption of oil less attractive or
energy conservation measures;
|
•
|
availability
of new, alternative energy
sources; and
|
|
•
|
negative
global or regional economic or political conditions, particularly in oil
consuming regions, which could reduce energy consumption or its
growth.
|
• |
prevailing
economic conditions in oil and energy markets;
|
|
• |
a
substantial or extended decline in demand for oil;
|
|
• |
increases
in the supply of vessel capacity; and
|
|
|
•
|
the
cost of retrofitting or modifying existing vessels, as a result of
technological advances in vessel design or equipment, changes in
applicable environmental or other regulations or standards, or
otherwise.
|
•
|
fail
to realize anticipated benefits, such as new customer relationships,
cost-savings or cash flow
enhancements;
|
•
|
be
unable to hire, train or retain qualified shore and seafaring personnel to
manage and operate our growing business and
fleet;
|
•
|
decrease
our liquidity by using a significant portion of available cash or
borrowing capacity to finance
acquisitions;
|
•
|
significantly
increase our interest expense or financial leverage if we incur additional
debt to finance acquisitions;
|
•
|
incur
or assume unanticipated liabilities, losses or costs associated with the
business or vessels
acquired; or
|
•
|
incur
other significant charges, such as impairment of goodwill or other
intangible assets, asset devaluation or restructuring
charges.
|
•
|
marine
disasters;
|
•
|
bad
weather;
|
•
|
mechanical
failures;
|
•
|
grounding,
capsizing, fire, explosions and
collisions;
|
•
|
piracy;
|
•
|
human
error; and
|
•
|
war
and terrorism.
|
•
|
death
or injury to persons, loss of property or damage to the environment and
natural resources;
|
•
|
delays
in the delivery of cargo;
|
•
|
loss
of revenues from charters or contracts of
affreightment;
|
•
|
liabilities
or costs to recover any spilled oil or other petroleum products and to
restore the eco-system where the spill
occurred;
|
•
|
governmental
fines, penalties or restrictions on conducting
business;
|
•
|
higher
insurance rates; and
|
•
|
damage
to our reputation and customer relationships
generally.
|
•
|
own,
operate and charter offshore vessels if the remaining duration of the time
charter or contract of affreightment for the vessel, excluding any
extension options, is less than three
years;
|
•
|
own,
operate and charter offshore vessels and related time charters or
contracts of affreightment acquired as part of a business or package of
assets and operating or chartering those vessels if a majority of the
value of the total assets or business acquired is not attributable to the
offshore vessels and related contracts, as determined in good faith by
Teekay Corporation’s Board of Directors or the conflicts committee of the
Board of Directors of Teekay LNG Partners L.P.’s general partner, as
applicable; however, if at any time Teekay Corporation or Teekay LNG
Partners L.P. completes such an acquisition, it must, within 365 days
of the closing of the transaction, offer to sell the offshore vessels and
related contracts to us for their fair market value plus any additional
tax or other similar costs to Teekay Corporation or Teekay LNG Partners
L.P. that would be required to transfer the vessels and contracts to us
separately from the acquired business or package of
assets; or
|
•
|
own,
operate and charter offshore vessels and related time charters and
contracts of affreightment that relate to tender, bid or award for a
proposed offshore project that Teekay Corporation or any of its
subsidiaries has submitted or received hereafter submits or receives;
however, at least 365 days after the delivery date of any such
offshore vessel, Teekay Corporation must offer to sell the vessel and
related time charter or contract of affreightment to us, with the vessel
valued (a) for newbuildings originally contracted by Teekay
Corporation, at its “fully-built-up cost” (which represents the aggregate
expenditures incurred (or to be incurred prior to delivery to us) by
Teekay Corporation to acquire, construct and/or convert and bring such
offshore vessel to the condition and location necessary for our intended
use, plus project development costs for completed projects and
projects that were not completed but, if completed, would have been
subject to an offer to us) and (b) for any other vessels, Teekay
Corporation’s cost to acquire a newbuilding from a third party or the fair
market value of an existing vessel, as applicable, plus in each case any
subsequent expenditures that would be included in the “fully-built-up
cost” of converting the vessel prior to delivery to
us.
|
•
|
acquire,
operate and charter offshore vessels and related time charters and
contracts of affreightment if our general partner has previously advised
Teekay Corporation or Teekay LNG Partners L.P. that our general partner’s
Board of Directors has elected, with the approval of its conflicts
committee, not to cause us or our controlled affiliates to acquire or
operate the vessels and related time charters and contracts of
affreightment;
|
•
|
acquire
up to a 9.9% equity ownership, voting or profit participation interest in
any publicly-traded company that engages in, acquires or invests in any
business that owns or operates or charters offshore vessels and
related time charters and contracts of
affreightment;
|
•
|
provide
ship management services relating to owning, operating or chartering
offshore vessels and related time charters and contracts of
affreightment; or
|
•
|
own
a limited partner interest in OPCO or own shares of Teekay Petrojarl ASA
(formally Petrojarl ASA. And referred to herein as Petrojarl).
|
•
|
neither
our partnership agreement nor any other agreement requires Teekay
Corporation or its affiliates (other than our general partner) to pursue a
business strategy that favors us or utilizes our assets, and Teekay
Corporation’s officers and directors have a fiduciary duty to make
decisions in the best interests of the stockholders of Teekay Corporation,
which may be contrary to our
interests;
|
•
|
the
Chief Executive Officer and Chief Financial Officer and three of the
directors of our general partner also serve as executive officers or
directors of Teekay Corporation and the general partner of Teekay LNG
Partners L.P.;
|
•
|
our
general partner is allowed to take into account the interests of parties
other than us, such as Teekay Corporation, in resolving conflicts of
interest, which has the effect of limiting its fiduciary duty to our
unitholders;
|
•
|
our
general partner has limited its liability and reduced its fiduciary duties
under the laws of the Marshall Islands, while also restricting the
remedies available to our unitholders and unitholders are treated as
having agreed to the modified standard of fiduciary duties and to certain
actions that may be taken by our general partner, all as set forth in our
partnership agreement;
|
•
|
our
general partner determines the amount and timing of our asset purchases
and sales, capital expenditures, borrowings, issuances of additional
partnership securities and reserves, each of which can affect the amount
of cash that is available for distribution to our
unitholders;
|
•
|
in
some instances, our general partner may cause us to borrow funds in order
to permit the payment of cash distributions, even if the purpose or effect
of the borrowing is to make a distribution on the subordinated units or to
make incentive distributions (in each case to affiliates of Teekay
Corporation) or to accelerate the expiration of the subordination period
relating to our subordinated units held by Teekay
Corporation;
|
•
|
our
general partner determines which costs incurred by it and its affiliates
are reimbursable by us;
|
•
|
our
partnership agreement does not restrict our general partner from causing
us to pay it or its affiliates for any services rendered to us on terms
that are fair and reasonable or entering into additional contractual
arrangements with any of these entities on our
behalf;
|
•
|
our
general partner intends to limit its liability regarding our contractual
and other obligations;
|
•
|
our
general partner may exercise its right to call and purchase common units
if it and its affiliates own more than 80.0% of our common
units;
|
•
|
our
general partner controls the enforcement of obligations owed to us by it
and its affiliates; and
|
•
|
our
general partner decides whether to retain separate counsel, accountants or
others to perform services for us.
|
•
|
the
allocation of shared overhead expenses to OPCO and
us;
|
•
|
the
interpretation and enforcement of contractual obligations between us and
our affiliates, on the one hand, and OPCO or its subsidiaries, on the
other hand;
|
•
|
the
determination and timing of the amount of cash to be distributed to OPCO’s
partners and the amount of cash to be reserved for the future conduct of
OPCO’s business;
|
•
|
the
decision as to whether OPCO should make asset or business acquisitions or
dispositions, and on what terms;
|
•
|
the
determination or the amount and timing of OPCO’s capital
expenditures;
|
•
|
the
determination of whether OPCO should use cash on hand, borrow funds or
issue equity to raise cash to finance maintenance or expansion capital
projects, repay indebtedness, meet working capital needs or otherwise;
and
|
•
|
any
decision we make to engage in business activities independent of, or in
competition with, OPCO.
|
•
|
Shuttle
Tankers. Our shuttle tanker fleet consists of 38 vessels that
operate under fixed-rate contracts of affreightment, time charters and
bareboat charters. Of the 38 shuttle tankers, 24 are owned by OPCO
(including 5 through 50% controlled joint ventures), 12 are chartered-in
by OPCO and 2 are owned by us (including one through a 50% controlled
joint venture). All of the shuttle tankers operate under contracts of
affreightment for various offshore oil fields or under fixed-rate time
charter or bareboat charter contracts for specific oil field
installations. The majority of the contracts of affreightment volumes are
life-of-field, which have an estimated weighted-average remaining life of
approximately 16 years. The time charters and bareboat charters have an
average remaining contract term of approximately 5 years. As of December
31, 2007, our shuttle tankers, which had a total cargo capacity of
approximately 4.6 million deadweight tonnes (or dwt), represented
approximately 65% of the total tonnage of the world shuttle tanker
fleet.
|
•
|
Conventional
Tankers. OPCO has a fleet of nine Aframax conventional crude oil
tankers. The conventional tankers all have fixed-rate time charters with
Teekay Corporation, with an average remaining term of approximately
7 years. As of December 31, 2007, our conventional tankers had a
total cargo capacity of approximately 0.9 million
dwt.
|
•
|
FSO Units.
We have a fleet of five FSO units. All of the FSO units operate
under fixed-rate contracts, with an average remaining term of
approximately 4 years. As of December 31, 2007, our FSO units had a
total cargo capacity of approximately 0.6 million
dwt.
|
(1)
|
“CoA”
refers to contracts of
affreightment.
|
(2)
|
The
vessel is capable of loading from a submerged turret loading
buoy.
|
(3)
|
OPCO
has options to extend the time charter or purchase the
vessel.
|
(4)
|
The
time charter period is linked to the term of the transportation service
agreement for the Heidrun field on the Norwegian continental shelf, which
term is in turn linked to the production level at the
field.
|
(5)
|
OPCO
has options to extend the bareboat
lease.
|
(6)
|
Not
all of the contracts of affreightment customers utilize every ship in the
contract of affreightment fleet.
|
(7)
|
Owned
through a 50% controlled joint venture. The parties share in the
profits and losses of the joint venture in proportion to each party’s
relative capital contributions. Teekay Corporation subsidiaries provide
operational services for these
vessels.
|
(8)
|
Charterer
has an option to extend the time
charter.
|
(9)
|
Charterer
has the right to purchase the vessel at end of the bareboat
charter.
|
(10)
|
In
June 2007, OPCO exercised its option to purchase this vessel. The vessel
delivered in March 2008.
|
Vessel
|
Capacity
(dwt)
|
Built
|
Ownership
|
Contract
Type
|
Charterer
|
Remaining
Term (1)
|
Kilimanjaro
Spirit
|
115,000
|
2004
|
100%
|
Time
charter
|
Teekay
|
11
years
|
Fuji
Spirit
|
106,300
|
2003
|
100%
|
Time
charter
|
Teekay
|
11
years
|
Hamane
Spirit
|
105,200
|
1997
|
100%
|
Time
charter
|
Teekay
|
8
years
|
Poul
Spirit
|
105,300
|
1995
|
100%
|
Time
charter
|
Teekay
|
7
years
|
Gotland
Spirit
|
95,300
|
1995
|
100%
|
Time
charter
|
Teekay
|
7
years
|
Torben
Spirit
|
98,600
|
1994
|
100%
|
Time
charter
|
Teekay
|
5
years
|
Scotia
Spirit (2)
|
95,000
|
1992
|
100%
|
Time
charter
|
Teekay
|
4
years
|
Leyte
Spirit
|
98,700
|
1992
|
100%
|
Time
charter
|
Teekay
|
4
years
|
Luzon
Spirit
|
98,600
|
1992
|
100%
|
Time
charter
|
Teekay
|
4
years
|
Total
capacity
|
918,000
|
(1)
|
Charterer
has options to extend each time charter on an annual basis for a total of
five years after the initial term. Charterer also has the right to
purchase the vessel beginning on the third anniversary of the contract at
a specified price.
|
(2)
|
This
vessel has been equipped with FSO equipment and OPCO can terminate the
charter upon 30-days notice if it has arranged an FSO project for the
vessel.
|
Vessel
|
Capacity
(dwt)
|
Built
|
Ownership
|
Field
name and
location
|
Contract
Type
|
Charterer
|
Remaining
Term
|
Pattani
Spirit
|
113,800
|
1988
|
100%
|
Platong,
Thailand
|
Bareboat
|
Teekay
|
6
years (1)
|
Nordic
Apollo
|
126,900
|
1978
|
89%
|
Banff,
U.K.
|
Bareboat
|
Teekay
|
7
years (2)
|
Navion
Saga
|
149,000
|
1991
|
100%
|
Volve,
Norway
|
Time
charter
|
StatoilHydro
|
2
years (3)
|
Karratha
Spirit
|
106,600
|
1988
|
100%
|
Legendre,
Australia
|
Time
charter
|
Woodside
|
1
year (3)
|
Dampier
Spirit
|
106,700
|
1987
|
100%
|
Stag,
Australia
|
Time
charter
|
Apache
|
6
year (3)
|
Total
capacity
|
603,0000
|
(1)
|
This
vessel is on a back-to-back charter between Teekay and Unocol for a
remaining term of six years.
|
(2)
|
Charterer
is required to charter the vessel for as long as a specified FPSO unit,
the Petrojarl
Banff, produces the Banff field in the North Sea, which could
extend to 2014 depending on the field
operator.
|
(3)
|
Charterer
has option to extend the time charter after the initial fixed
period.
|
•
|
Expand
global operations in high growth regions. We seek to expand our
shuttle tanker and FSO unit operations into growing offshore markets such
as Brazil and Australia. In addition, we intend to pursue opportunities in
new markets such as Arctic Russia, Eastern Canada, the Gulf of Mexico,
Asia and Africa.
|
•
|
Pursue
opportunities in the FPSO sector. We believe that Teekay
Corporation’s control of Petrojarl will enable us to competitively pursue
FPSO projects anywhere in the world by combining Petrojarl’s engineering
and operational expertise with Teekay Corporation’s global marketing
organization and extensive customer and shipyard
relationships.
|
•
|
Acquire
additional vessels on long-term, fixed-rate contracts. We intend to
continue acquiring shuttle tankers and FSO units with long-term contracts,
rather than ordering vessels on a speculative basis, and we intend to
follow this same practice in acquiring FPSO units. We believe this
approach facilitates the financing of new vessels based on their
anticipated future revenues and ensures that new vessels will be employed
upon acquisition, which should stabilize cash flows. Additionally, we
anticipate growing by acquiring additional limited partner interests in
OPCO that Teekay Corporation may offer us in the
future.
|
•
|
Provide
superior customer service by maintaining high reliability, safety,
environmental
and quality standards. Energy companies seek transportation
partners that have a reputation for high reliability, safety,
environmental and quality standards. We intend to leverage OPCO’s and
Teekay Corporation’s operational expertise and customer relationships to
further expand a sustainable competitive advantage with consistent
delivery of superior customer
service.
|
•
|
Manage our
conventional tanker fleet to provide stable cash flows. We believe
the fixed-rate time charters for these tankers will provide stable cash
flows during their terms and a source of funding for expanding offshore
operations. Depending on prevailing market conditions during and at the
end of each existing charter, we may seek to extend the charter, enter
into a new charter, operate the vessel on the spot market or sell the
vessel, in an effort to maximize returns on the conventional fleet while
managing residual risk.
|
•
|
Leading
position in the shuttle tanker sector. We are the world’s largest
owner and operator of shuttle tankers, as we owned or operated 38 of the
74 vessels in the world shuttle tanker fleet as at December 31, 2007.
Our large fleet size enables us to provide comprehensive coverage of
charterers’ requirements and provides opportunities to enhance the
efficiency of operations and increase fleet
utilization.
|
•
|
Offshore
operational expertise and enhanced growth opportunities through our
relationship
with Teekay Corporation. Teekay Corporation has achieved a global
brand name in the shipping industry and the offshore market, developed an
extensive network of long-standing relationships with major energy
companies and earned a reputation for reliability, safety and excellence.
Some benefits we believe we receive due to our relationship with Teekay
Corporation include:
|
|
•
|
access
through services agreements to its comprehensive market intelligence and
operational and technical sophistication gained from over 25 years of
providing shuttle tanker services and FSO services to offshore energy
customers. We believe this expertise will also assist us in successfully
expanding into the FPSO sector through Teekay Corporation’s control of
Petrojarl and our rights to participate in certain FPSO projects under the
omnibus agreement;
|
|
•
|
access
to Teekay Corporation’s general commercial and financial core
competencies, practices and systems, which we believe enhances the
efficiency and quality of
operations;
|
|
•
|
enhanced
growth opportunities and added competitiveness in bidding for
transportation requirements for offshore projects and in attracting and
retaining long-term contracts throughout the world;
and
|
|
•
|
improved
leverage with leading shipyards during periods of vessel production
constraints, which are anticipated over the next few years, due to Teekay
Corporation’s established relationships with these shipyards and the high
number of newbuilding orders it
places.
|
•
|
Cash flow
stability from contracts with leading energy companies. We benefit
from stability in cash flows due to the long-term, fixed-rate contracts
underlying most of our business. We have been able to secure long-term
contracts because our services are an integrated part of offshore oil
field projects and a critical part of the logistics chain of the fields.
Due to the integrated nature of our services, the high cost of field
development and the need for uninterrupted oil production, contractual
relationships with customers with respect to any given field typically
last until the field is no longer
producing.
|
•
|
Disciplined
vessel acquisition strategy and successful project execution. Our
fleet has been built through successful new project tenders and
acquisitions, and this strategy has contributed significantly to our
leading position in the shuttle tanker market. A significant portion of
OPCO’s shuttle tanker fleet was established through the acquisition of
Ugland Nordic Shipping AS in 2001 and Navion AS, StatoilHydro ASA’s
shipping subsidiary, in 2003. In addition, we have increased the size of
our fleet through customized shuttle tanker and FSO projects for major
energy companies around the world.
|
•
|
We have
financial flexibility to pursue acquisitions and other expansion
opportunities through additional debt borrowings and the issuance of
additional partnership units. As of March 31, 2008, our existing
revolving credit facilities provided us access to $115.5 million of
undrawn financing for working capital and acquisition purposes. We believe
that borrowings available under our revolving credit facilities, access to
other bank financing facilities and the debt capital markets, and our
ability to issue additional partnership units will provide us with
financial flexibility to pursue acquisition and expansion
opportunities.
|
•
|
vessel
maintenance;
|
•
|
crewing;
|
•
|
purchasing;
|
•
|
shipyard
supervision;
|
•
|
insurance; and
|
•
|
financial
management services.
|
•
|
the
vessel’s flag state, or the vessel’s classification society if nominated
by the flag state, inspect the vessels to ensure they comply with
applicable rules and regulations of the country of registry of the vessel
and the international conventions of which that country is a
signatory;
|
•
|
port
state control authorities, such as the U.S. Coast Guard and
Australian Maritime Safety Authority, inspect vessels at regular
intervals; and
|
•
|
customers
regularly inspect our vessels as a condition to chartering, and regular
inspections are standard practice under long-term
charters.
|
|
·
|
ensure
adherence to our operating
standards;
|
|
·
|
maintain
the structural integrity of the vessel is being
maintained;
|
|
·
|
maintain
machinery and equipment to give full reliability in
service;
|
|
·
|
optimize
performance in terms of speed and fuel consumption;
and
|
|
·
|
ensure
the vessel’s appearance will support our brand and meet customer
expectations.
|
•
|
is
the subject of a contract for a major conversion or original construction
on or after July 6, 1993;
|
•
|
commences
a major conversion or has its keel laid on or after January 6,
1994; or
|
•
|
completes
a major conversion or is a newbuilding delivered on or after July 6,
1996.
|
|
§
|
natural
resources damages and the related assessment
costs;
|
|
§
|
real
and personal property damages;
|
|
§
|
net
loss of taxes, royalties, rents, fees and other lost
revenues;
|
|
§
|
lost
profits or impairment of earning capacity due to property or natural
resources damage;
|
|
§
|
net
cost of public services necessitated by a spill response, such as
protection from fire, safety or health hazards;
and
|
|
§
|
loss
of subsistence use of natural
resources.
|
|
§
|
address
a “worst case” scenario and identify and ensure, through contract or other
approved means, the availability of necessary private response resources
to respond to a “worst case
discharge”;
|
|
§
|
describe
crew training and drills; and
|
|
§
|
identify
a qualified individual with full authority to implement removal
actions.
|
•
|
TEHS
is a capital company resident in Luxembourg and fully subject to tax in
this country;
|
•
|
TEHS
owns more than 10% of Teekay Netherlands, or alternatively, TEHS’
acquisition price for the shares of Teekay Netherlands equals or exceeds
Euro 1.2 million for purposes of the dividend exemption or Euro
6.0 million for purposes of the capital gains
exemption;
|
•
|
At
the time of the dividend or disposal of shares, TEHS has owned the shares
for at least 12 months (or, alternatively in the case of dividends,
TEHS commits to hold the shares for at least 12 months and in the
case of capital gains, TEHS commits to continue to hold at least 10% of
the shares of Teekay Netherlands for at least 12 months);
and
|
•
|
Teekay
Netherlands is a resident of the Netherlands for Dutch tax purposes and is
covered by the European Union Parent-Subsidiary
Directive.
|
•
|
Teekay
Netherlands is a shareholder of at least 5.0% of the par value of the paid
up share capital of Norsk Teekay
AS;
|
•
|
Norsk
Teekay AS is subject to Norwegian profits
tax;
|
•
|
the
shares are not held as stock in trade;
and
|
•
|
the
shares of Norsk Teekay AS are not held as a portfolio
investment.
|
•
|
Teekay
Netherlands must be a shareholder of at least 5.0% of the par value of the
paid up share capital of Norsk Teekay
AS; and
|
•
|
the
shares in Norsk Teekay AS must not be considered a portfolio investment in
a company that is not subject to an adequate profit
tax.
|
• |
charter
hire/freight income from the operation of non-Singapore-registered vessels
outside the limits of the port of Singapore;
|
• |
dividends
from approved shipping subsidiaries;
|
• |
gains
from the disposition of non-Singapore-registered ships for a period of
5 years from January 1, 2004 to December 13, 2008;
and
|
• |
foreign
exchange, interest rate swaps and other derivative gains would be
automatically regarded as tax exempt hedging gains for a period
of 5 years from January 1 2004 to December 31,
2008.
|
• |
be a tax resident in
Singapore;
|
• |
own and operate a significant
fleet of ships;
|
• |
implement the business plan
agreed with the MPA at the time of application of the incentive or such
other modified plans as approved by the MPA;
|
• |
the
company’s shipping operations should be controlled and managed in
Singapore;
|
• |
incur
directly attributable business spending in Singapore an average of S$4
million a year or S$20 million over a 5 year period;
|
• |
support
and make significant use of Singapore’s trade infrastructure, such as
banking, financial, business training, arbitration, and other ancillary
services; |
• |
all
ships chartered-in must be conducted on an arm's-length
basis;
|
• |
inform
the MPA of any changes to its Group shareholdings and
operations;
|
• |
keep
proper books and records and submit annual audited accounts to the MPA,
together with an annual audited statement comparing the actual total
business spending in Singapore against the projected amount within 3
months of their completion; and
|
• | disclose such information to and permit such inspection of its premises by the Singapore Government, as required. |
•
|
Contracts of
affreightment, whereby we carry an agreed quantity of cargo for a
customer over a specified trade route within a given period of
time;
|
•
|
Time charters, whereby
vessels we operate and are 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)
|
We
pay
|
Customer
pays
|
Customer
pays
|
We
pay
|
Vessel
operating expenses (3)
|
We
pay
|
We
pay
|
Customer
pays
|
We
pay
|
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 our 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 in which the
asset is expected to contribute to future cash
flows.
|
|
§
|
Our cash
flow will be reduced by distributions on Teekay Corporation’s
interest in OPCO. Following the closing of our initial public
offering, Teekay Corporation has held 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, including reserves
for future maintenance capital expenditures, working capital and other
matters. Distributions to Teekay Corporation for periods following our
initial public offering reduce our cash flow compared to historical
results.
|
|
§
|
On
July 1, 2006, OPCO transferred certain assets to Teekay Corporation
that are included in results of operation prior to that date. On
July 1, 2006, and in anticipation of 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), a
1992-built in-chartered shuttle tanker (the Borga) and certain
other assets (collectively with Navion Shipping Ltd., the Non-OPCO Assets). During 2006
and 2005, the Non-OPCO Assets accounted for approximately 14.3% and 31.3%,
respectively, of OPCO’s net voyage
revenues.
|
|
§
|
Amendments
to OPCO’s joint venture agreements in December 2006 have resulted in
five 50% joint
venture companies being consolidated with us under GAAP. Our
results of operations prior to December 1, 2006 reflect OPCO’s investment
in five 50% 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 did not change due to this change in accounting, the
results of the joint ventures have been reflected in our income from
operations since December 1, 2006. As noted above, this change also
resulted in the five shuttle tankers owned by these joint ventures being
included in the vessels used to calculate
calendar-ship-days.
|
|
§
|
The size of
our fleet continues to change. Our results of operations reflect
changes in the size and composition of our 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 our
shuttle tanker fleet increased from 21 in 2006 to 25 in 2007, and our FSO
segment increased from 3 in 2006 to 4 in 2007. 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 believed reflected
then-prevailing market rates. Please read item 18 - Financial Statements:
Note 10 “Related Party Transactions.” At various times prior to
October 2006, 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. The ninth conventional tanker was employed on voyage
and bareboat charters. Under the terms of eight of the nine new
time-charter contracts, OPCO is responsible for the bunker fuel expenses
and the approximate amounts of these expenses are added to the daily hire
rate.
|
|
§
|
Our vessel
operating costs are facing industry-wide cost
pressures. The shipping industry is experiencing a
global manpower shortage due to significant growth in the world fleet.
This shortage has resulted in crewing wage increases during 2007, the
effect of which is explained in our comparison of vessel operating
expenses incurred in the year ended December 31, 2007 versus the year
ended December 31, 2006. We expect a trend of increasing crew compensation
to continue into 2008.
|
§
|
Our financial results of
operations are affected by fluctuations in currency exchange
rates. Under US 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 Kroner, 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 settled its
then-outstanding foreign currency denominated advances from affiliates and
also entered into 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 Norwegian
Kroner relative to the U.S. Dollar, which may result in increased
payments under the services agreements if the strength of the U.S. Dollar
declines relative to the Norwegian Kroner. At December 31, 2007, we were
committed to foreign exchange contracts for the forward purchase of
approximately Norwegian Kroner 255.7 million for U.S. Dollars at an
average rate of Norwegian Kroner 5.64 per U.S. Dollar, maturing in
2009.
|
|
§
|
We are
incurring additional general and administrative expenses. 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 applicable periods presented. In
connection with 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 administrative, advisory and technical services and
ship management. 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 include reimbursement of reasonable direct and
indirect expenses incurred to provide the services. We also reimburse our
general partner for all expenses it incurs on our behalf, including
compensation and expenses of its executive officers and directors and we
may grant equity compensation that would result in an expense to us. Since
becoming a publicly traded limited partnership, we have also incurred
costs associated with annual reports to unitholders and SEC filings,
investor relations, NYSE annual listing fees and additional tax compliance
expenses
|
|
§
|
Our
operations are seasonal. Historically, the utilization of shuttle
tankers in the North Sea is higher in the winter months, as favorable
weather conditions in the summer months provide opportunities for repairs
and maintenance to our vessels and to the offshore oil platforms. Downtime
for repairs and maintenance generally reduces oil production and, thus,
transportation requirements.
|
For
the Year Ended
December
31,
|
||||||||||||
(in
thousands of U.S. dollars, except calendar-ship-days and
percentages)
|
2007
|
2006
|
%
Change
|
|||||||||
Voyage
revenues
|
588,547 | 535,972 | 9.8 | |||||||||
Voyage
expenses
|
114,103 | 88,446 | 29.0 | |||||||||
Net
voyage revenues
|
474,444 | 447,526 | 6.0 | |||||||||
Vessel
operating expenses
|
103,444 | 80,307 | 28.8 | |||||||||
Time-charter
hire expense
|
150,463 | 165,614 | (9.2 | ) | ||||||||
Depreciation
and amortization
|
85,885 | 71,367 | 20.3 | |||||||||
General
and administrative (1)
|
50,783 | 51,921 | (2.2 | ) | ||||||||
Gain
on sale of vessels and equipment - net of writedowns
|
- | (4,778 | ) | (100.0 | ) | |||||||
Income
from vessel operations
|
83,869 | 83,095 | 0.9 | |||||||||
Calendar-Ship-Days
|
||||||||||||
Owned
Vessels
|
9,104 | 7,559 | 20.4 | |||||||||
Chartered-in
Vessels
|
4,297 | 4,824 | (10.9 | ) | ||||||||
Total
|
13,401 | 12,383 | 8.2 |
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to the shuttle tanker segment based on
estimated use of corporate
resources).
|
|
§
|
the
consolidation into our results of the five vessels owned by OPCO’s 50%
controlled joint ventures, effective December 1, 2006 upon amendments to
the applicable operating agreements that granted OPCO control of the joint
ventures (the Consolidation of Joint
Ventures); and
|
|
§
|
the
acquisition in July 2007 of the 2000-built shuttle tanker (the Navion Bergen) and a
50% interest in the 2006-built shuttle-tanker (the Navion Gothenburg) (the
2007 Shuttle Tanker
Acquisitions);
|
|
§
|
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 to Teekay Corporation of a time charter-in contract for
a 1992-built shuttle tanker (the Borga).
|
|
§
|
an
increase of $40.8 million due to the Consolidation of Joint
Ventures;
|
|
§
|
an
increase of $10.2 million due to the 2007 Shuttle Tanker Acquisitions;
and
|
|
§
|
an
increase of $3.6 million due to the renewal of certain vessels on time
charter contracts at higher daily rates during
2006;
|
|
§
|
a
decrease of $13.6 million in revenues due to (a) fewer revenue days for
shuttle tankers servicing contracts of affreightment during 2007 due to a
decline in oil production from mature oil fields in the North Sea and (b)
the redeployment of idle shuttle tankers servicing contracts of
affreightment in the conventional spot market at a lower average charter
rate during the fourth quarter of 2007 due to a weaker spot tanker
market;
|
|
§
|
a
decrease of $7.6 million due to the 2006 Shuttle Tanker
Dispositions;
|
|
§
|
a
decrease of $4.4 million due to the sale of the time charter-in contract
for the Borga;
and
|
|
§
|
a
decrease of $2.9 million from the redelivery of one chartered-in vessel to
its owner in April 2006.
|
|
§
|
an
increase of $17.3 million due to the Consolidation of Joint
Ventures;
|
|
§
|
an
increase of $7.0 million in salaries for crew and officers primarily due
to general wage escalations from the renegotiation of seafarer contracts,
changes in crew composition and a change in the crew rotation system;
and
|
|
§
|
an
increase of $1.9 million relating to an increase in services due to the
rising cost of consumables, lubes, and freight during
2007;
|
|
§
|
a
decrease of $3.2 million due to the 2006 Shuttle Tanker
Dispositions.
|
|
§
|
an
increase of $13.7 million due to the Consolidation of Joint
Ventures;
|
|
§
|
an
increase of $3.5 million due to the 2007 Shuttle Tanker Acquisitions;
and
|
|
§
|
an
increase of $3.9 million from the amortization of vessel upgrades and
drydock costs incurred during 2006 and
2007;
|
|
§
|
a
decrease of $5.7 million relating to the 2006 Shuttle Tanker
Dispositions.
|
|
§
|
a
$6.4 million gain relating to the sale of a 1981-built shuttle tanker (the
Nordic Laurita)
in July 2006;
|
|
§
|
a
$2.2 million writedown in 2006 of certain offshore equipment
servicing a marginal oil field that was prematurely shut down in June 2005
due to lower than expected oil production. This writedown occurred due to
a reassessment of the estimated net realizable value of the equipment and
follows a $12.2 million writedown in 2005 arising from the early
termination of a contract for the equipment (some of this equipment was
re-deployed on another field in October
2005).
|
For
the Year Ended
December
31,
|
||||||||||||
(in
thousands of U.S. dollars, except calendar-ship-days and
percentages)
|
2007
|
2006
|
%
Change
|
|||||||||
Voyage
revenues
|
135,922 | 150,070 | (9.4 | ) | ||||||||
Voyage
expenses
|
36,594 | 4,892 | 648.0 | |||||||||
Net
voyage revenues
|
99,328 | 145,178 | (31.6 | ) | ||||||||
Vessel
operating expenses
|
24,175 | 19,378 | 24.8 | |||||||||
Time-charter
hire expense
|
- | 79,338 | 100.0 | |||||||||
Depreciation
and amortization
|
21,324 | 21,212 | 0.5 | |||||||||
General
and administrative (1)
|
7,828 | 18,886 | (58.6 | ) | ||||||||
Restructuring
charge
|
- | 832 | (100.0 | ) | ||||||||
Income
from vessel operations
|
46,001 | 5,532 | 731.6 | |||||||||
Calendar-Ship-Days
|
||||||||||||
Owned
Vessels
|
3,405 | 3,650 | (6.7 | ) | ||||||||
Chartered-in
Vessels
|
- | 4,395 | (100.0 | ) | ||||||||
Total
|
3,405 | 8,045 | (57.7 | ) |
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to the conventional tanker segment
based on estimated use of corporate
resources).
|
|
§
|
the
sale to Teekay Corporation during July 2006 of Navion Shipping Ltd., which
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 results of operations prior to
that date"); and
|
|
§
|
the
transfer of the Navion
Saga to the FSO segment 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).
|
|
§
|
a
decrease of $80.0 million due to the sale of Navion Shipping
Ltd.;
|
|
§
|
an
increase of $33.9 million resulting from higher hire rates earned by
the nine owned Aframax 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”).
|
For
the Year Ended
December
31,
|
||||||||||||
(in
thousands of U.S. dollars, except calendar-ship-days and
percentages)
|
2007
|
2006
|
%
Change
|
|||||||||
Voyage
revenues
|
51,500 | 22,650 | 127.4 | |||||||||
Voyage
expenses
|
886 | 1,085 | (18.3 | ) | ||||||||
Net
voyage revenues
|
50,614 | 21,565 | 134.7 | |||||||||
Vessel
operating expenses
|
15,628 | 6,713 | 132.8 | |||||||||
Depreciation
and amortization
|
15,206 | 9,443 | 61.0 | |||||||||
General
and administrative (1)
|
2,919 | 1,709 | 70.8 | |||||||||
Income
from vessel operations
|
16,861 | 3,700 | 355.7 | |||||||||
Calendar-Ship-Days
|
1,432 | 1,095 | 30.8 |
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to the FSO segment based on estimated
use of corporate resources).
|
|
§
|
a
decrease of $13.3 million primarily as a result of the sale of Navion
Shipping Ltd. to Teekay Corporation in July 2006, which since 2004 had
chartered-in approximately 25 conventional tankers (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; since the initial
public offering, we have incurred general and administrative expenses
primarily through services agreements between us, OPCO and certain of its
subsidiaries and subsidiaries of Teekay
Corporation).
|
|
§
|
an
increase of $2.4 million relating to additional expenses as a result of
our being a publicly-traded limited partnership since our initial public
offering in December 2006.
|
|
§
|
an
increase of $35.9 million relating to a full year of interest incurred on
debt under a revolving credit facility OPCO entered into during the fourth
quarter of 2006;
|
|
§
|
an
increase of $11.3 million due to the Consolidation of Joint Ventures;
and
|
|
§
|
an
increase of $3.4 million due to the assumption of debt relating to the
2007 Shuttle
Tanker Acquisitions;
|
|
§
|
a
decrease of $14.2 million in interest incurred on a Norwegian
Kroner-denominated loan owing by a subsidiary of OPCO to Teekay
Corporation from October 2006 until our initial public offering in
December 2006 (Teekay Corporation sold this loan receivable to OPCO
immediately before our initial public
offering);
|
|
§
|
a
decrease of $12.9 million relating to the settlement of interest-bearing
advances from affiliates during the fourth quarter of
2006;
|
|
§
|
a
decrease of $7.5 million relating to interest incurred under a revolving
credit facility that was prepaid and cancelled prior to our initial public
offering; and
|
|
§
|
a
decrease of $6.3 million relating to interest incurred by Teekay Offshore
Partners Predecessor on one of its revolving credit facilities, which was
not transferred to OPCO prior to our initial public
offering.
|
For
the Year Ended
December
31,
|
||||||||||||
(in
thousands of U.S. dollars, except calendar-ship-days and
percentages)
|
2006
|
2005
|
%
Change
|
|||||||||
Voyage
revenues
|
535,972 | 516,758 | 3.7 | |||||||||
Voyage
expenses
|
88,446 | 68,308 | 29.5 | |||||||||
Net
voyage revenues
|
447,526 | 448,450 | (0.2 | ) | ||||||||
Vessel
operating expenses
|
80,307 | 75,196 | 6.8 | |||||||||
Time-charter
hire expense
|
165,614 | 169,687 | (2.4 | ) | ||||||||
Depreciation
and amortization
|
71,367 | 77,083 | (7.4 | ) | ||||||||
General
and administrative (1)
|
51,921 | 55,010 | (5.6 | ) | ||||||||
Gain
on sale of vessels and equipment - net of writedowns
|
(4,778 | ) | 2,820 | 269.4 | ||||||||
Restructuring
charge
|
- | 955 | (100.0 | ) | ||||||||
Income
from vessel operations
|
83,095 | 67,699 | 22.7 | |||||||||
Calendar-Ship-Days
|
||||||||||||
Owned
Vessels
|
7,559 | 8,120 | (6.9 | ) | ||||||||
Chartered-in
Vessels
|
4,824 | 4,963 | (2.8 | ) | ||||||||
Total
|
12,383 | 13,083 | (5.4 | ) |
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to the shuttle tanker segment based on
estimated use of corporate
resources).
|
|
§
|
the
sale of two older shuttle tankers in March and October 2005, respectively
(or the 2005 Shuttle
Tanker Dispositions); and
|
|
§
|
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 the Borga to Teekay
Corporation;
|
|
§
|
the
inclusion of two additional chartered-in vessels commencing May and June
2005.
|
|
§
|
a
decrease of $5.9 million from the 2005 Shuttle Tanker
Dispositions;
|
|
§
|
a
decrease of $4.5 million due to an extended drydocking of the Nordic Trym during the
second half of 2006;
|
|
§
|
a
decrease of $2.9 million from the redelivery of one chartered-in vessel to
its owner in April 2006; and
|
|
§
|
a
decrease of $2.2 million from the 2006 Shuttle Tanker
Dispositions;
|
|
§
|
an
increase of $5.4 million from the 2006 transfer of certain of our
shuttle tankers servicing contracts of affreightment to short-term
time-charter contracts, which had higher average
rates;
|
|
§
|
an
increase of $4.9 million due to the renewal of three vessels on time
charter at higher daily rates during 2006;
and
|
|
§
|
an
increase of $3.8 million due to the change in accounting treatment
resulting from the Consolidation of Joint
Ventures.
|
|
§
|
an
increase of $5.8 million in salaries for crew and officers primarily
due to a change in crew composition on one vessel upon the commencement of
a new short-term time charter contract in 2005, a one-time bonus payment
and general wage escalations;
|
|
§
|
a
total increase of $1.5 million relating to repairs and maintenance
for certain vessels during 2006 and an increase in the cost of lubricants
as a result of higher crude oil costs;
and
|
|
§
|
an
increase of $1.2 million from the Consolidation of Joint
Ventures;
|
|
§
|
a
decrease of $2.8 million from the 2005 Shuttle Tanker
Dispositions.
|
|
§
|
a
decrease of $4.3 million relating to the 2006 Shuttle Tanker
Dispositions and the 2005 Shuttle Tanker Dispositions, the sale of the
Nordic Trym in
November 2006 and the sale and leaseback of one shuttle tanker in March
2005; and
|
|
§
|
a
decrease of $2.8 million relating to a reduction in amortization from
the expiration during 2005 of two contracts of affreightment and from the
contracts of affreightment acquired as part of the purchase of Navion AS
in 2003, which are being amortized over their respective lives, with the
amount amortized each year being weighted based on the projected revenue
to be earned under the contracts;
|
|
§
|
an
increase of $1.2 million due to the Consolidation of Joint
Ventures.
|
|
§
|
a
$6.4 million gain relating to the sale of the Nordic Laurita in July
2006;
|
|
§
|
a
$2.2 million writedown of certain offshore equipment servicing a
marginal oil field that was prematurely shut down in June 2005 due to
lower than expected oil production. This writedown occurred due to a
reassessment of the estimated net realizable value of the equipment and
follows a $12.2 million writedown in 2005 arising from the early
termination of a contract for the equipment (some of this equipment was
re-deployed on another field in October
2005).
|
|
§
|
a
$12.2 million write-down from the previously mentioned offshore
equipment;
|
|
§
|
a
$9.1 million gain on the 2005 Shuttle Tanker
Dispositions.
|
For
the Year Ended
December
31,
|
||||||||||||
(in
thousands of U.S. dollars, except calendar-ship-days and
percentages)
|
2006
|
2005
|
%
Change
|
|||||||||
Voyage
revenues
|
150,070 | 266,593 | (43.7 | ) | ||||||||
Voyage
expenses
|
4,892 | 5,419 | (9.7 | ) | ||||||||
Net
voyage revenues
|
145,178 | 261,174 | (44.4 | ) | ||||||||
Vessel
operating expenses
|
19,378 | 22,679 | (14.6 | ) | ||||||||
Time-charter
hire expense
|
79,338 | 203,849 | (61.1 | ) | ||||||||
Depreciation
and amortization
|
21,212 | 21,112 | 0.5 | |||||||||
General
and administrative (1)
|
18,886 | 29,026 | (34.9 | ) | ||||||||
Restructuring
charge
|
832 | - | 100.0 | |||||||||
Income
from vessel operations
|
5,532 | (15,492 | ) | (135.7 | ) | |||||||
Calendar-Ship-Days
|
||||||||||||
Owned
Vessels
|
3,650 | 3,831 | (4.7 | ) | ||||||||
Chartered-in
Vessels
|
4,395 | 11,204 | (60.8 | ) | ||||||||
Total
|
8,045 | 15,035 | (46.5 | ) |
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to the conventional tanker segment
based on estimated use of corporate
resources).
|
|
§
|
the
sale of the Dania
Spirit to a subsidiary of Teekay Corporation in June 2005 (or the
2005 Conventional Tanker
Disposition); and
|
|
§
|
the
sale of Navion Shipping Ltd. to Teekay Corporation during July 2006
(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 results of
operations prior to that
date");
|
|
§
|
a
decrease of $129.1 million from the sale of Navion Shipping Ltd.;
and
|
|
§
|
a
decrease of $2.4 million relating to the 2005 Conventional Tanker
Disposition;
|
|
§
|
an
increase of $15.5 million relating to an increase in the hire rate
earned by the nine owned Aframax 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”).
|
|
§
|
a
$2.3 million decrease relating to one of our conventional tankers, which
was on a time-charter contract during 2005 and the first half of 2006 and
on a bareboat contract during the second half of 2006 with a subsidiary of
Teekay Corporation; and
|
|
§
|
a
$1.1 million decrease due to the 2005 Conventional Tanker
Disposition.
|
|
§
|
an
increase of $0.9 million in the amortization of drydock expenditures
incurred during 2006 and 2005;
|
|
§
|
a
decrease of $0.6 million relating to the 2005 Conventional Tanker
Disposition.
|
For
the Year Ended
December
31,
|
||||||||||||
(in
thousands of U.S. dollars, except calendar-ship-days and
percentages)
|
2006
|
2005
|
%
Change
|
|||||||||
Voyage
revenues
|
22,650 | 24,197 | (6.4 | ) | ||||||||
Voyage
expenses
|
1,085 | 816 | 33.0 | |||||||||
Net
voyage revenues
|
21,565 | 23,381 | (7.8 | ) | ||||||||
Vessel
operating expenses
|
6,713 | 6,600 | 1.7 | |||||||||
Depreciation
and amortization
|
9,443 | 9,347 | 1.0 | |||||||||
General
and administrative (1)
|
1,709 | 1,820 | (6.1 | ) | ||||||||
Income
from vessel operations
|
3,700 | 5,614 | (34.1 | ) | ||||||||
Calendar-Ship-Days
|
1,095 | 1,095 | - |
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to the FSO segment based on estimated
use of corporate resources).
|
|
§
|
a
decrease of $11.4 million in allocated general and administrative
expenses, including employee stock compensation expense, from Teekay
Corporation as a result of the sale of Navion Shipping Ltd. to Teekay
Corporation in July 2006 (general and administrative expenses were
allocated based on OPCO’s proportionate share of Teekay Corporation’s
total ship-operating (calendar) days for each of 2005 and 2006);
and
|
|
§
|
a
decrease of $2.1 million relating to a reduction in costs associated with
our long-term employee bonus plan.
|
|
§
|
an
increase of $14.2 million in interest incurred on a Norwegian
Kroner-denominated loan owing by a subsidiary of OPCO to Teekay
Corporation from October 2006 until our initial public offering in
December 2006 (Teekay Corporation sold this loan receivable to OPCO
immediately before our initial public
offering);
|
|
§
|
an
increase of $7.1 million relating to additional debt of $745 million
from a revolving credit facility entered into during the fourth quarter of
2006;
|
|
§
|
an
increase of $4.6 million due to a higher average balance for one of OPCO’s
existing revolving credit facilities in 2006 compared to
2005;
|
|
§
|
an
increase of $4.0 million relating to an increase in the
weighted-average interest rate on OPCO’s floating-rate debt in 2006
compared to 2005; and
|
|
§
|
an
increase of $1.4 million due to the Consolidation of Joint
Ventures;
|
|
§
|
a
decrease of $1.9 million relating to the settlement of
interest-bearing advances from affiliates during
2005.
|
Years
Ended December 31,
|
||
2007
($000’s)
|
2006
($000’s)
|
|
Net
cash flow from operating activities
|
55,931
|
151,486
|
Net
cash flow from financing activities
|
51,422
|
(219,496)
|
Net
cash flow from investing activities
|
(100,115)
|
53,010
|
§
|
$455 Million Revolving Credit
Facility. This 8-year reducing revolving credit facility allows
OPCO and it subsidiaries to borrow up to $455 million (subject to
scheduled reductions through 2014) and may be used for acquisitions and
for general partnership purposes. Obligations under this credit facility
are collateralized by first-priority mortgages on eight of OPCO’s vessels.
Borrowings under the facility may be prepaid at any time in amounts of not
less than $5.0 million.
|
§
|
$940 Million Revolving Credit
Facility. This 8-year reducing revolving credit facility allows for
borrowing of up to $940 million (subject to scheduled reductions
through 2014) and may be used for acquisitions and for general partnership
purposes. Obligations under this credit facility are collateralized by
first-priority mortgages on 19 of OPCO’s 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 incur working
capital borrowings and loan the proceeds to us (which we could use to make
distributions, provided that such amounts are paid down
annually).
|
§
|
$70 Million Revolving Credit
Facility. This 10-year reducing revolving credit facility allows
for borrowing of up to $70 million (subject to scheduled reductions
through 2017) and may be used for general partnership purposes.
Obligations under this credit facility are collateralized by a
first-priority mortgage on one of our vessels. Borrowings under the
facility may be prepaid at any time in amounts of not less than
$5.0 million.
|
•
|
incurring
or guaranteeing indebtedness (applicable to our term loans and the $70
million revolving credit facility
only);
|
•
|
changing
ownership or structure, including by 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
|
2008
|
2009
and
2010
|
2011
and
2012
|
Beyond
2012
|
||||||||||||||||
(in
millions of U.S. dollars)
|
||||||||||||||||||||
Long-term
debt (1)
|
1,517.5 | 64.1 | 222.6 | 305.8 | 925.0 | |||||||||||||||
Chartered-in
vessels (operating leases)
|
480.4 | 117.8 | 168.3 | 118.6 | 75.7 | |||||||||||||||
Purchase
obligation(2)
|
41.7 | 41.7 | - | - | - | |||||||||||||||
Total
contractual obligations
|
2,039.6 | 223.6 | 390.9 | 424.4 | 1,000.7 | |||||||||||||||
(1)
|
Excludes
expected interest payments of $84.9 million (2008), $153.1 million
(2009 and 2010), $122.6 million (2011 and 2012) and
$87.2 million (beyond 2012). Expected interest payments are based on
LIBOR, plus margins which ranged between 0.45% and 0.80% as at December
31, 2007. The expected interest payments do not reflect the effect of
related interest rate swaps that hedge certain of the floating-rate
debt.
|
(2)
|
In
June 2007, we exercised our option to purchase a 2001-built shuttle
tanker, which is currently part of our in-chartered shuttle tanker fleet.
The vessel will be delivered to us in March
2008.
|
Name
|
Age
|
Position
|
C.
Sean Day
|
58
|
Chairman
(1)
|
Bjorn
Moller
|
50
|
Vice
Chairman (1)
|
Peter
Evensen
|
49
|
Chief
Executive Officer, Chief Financial Officer and Director
|
David
L. Lemmon
|
65
|
Director
(2)
|
Carl
Mikael L.L. von Mentzer
|
63
|
Director
(2)
|
John
J. Peacock
|
64
|
Director
(2)
|
Name
|
Age
|
Position
|
C.
Sean Day
|
58
|
Chairman
|
Bjorn
Moller
|
50
|
Vice
Chairman
|
Peter
Evensen
|
49
|
Chief
Executive Officer, Chief Financial Officer and
Director
|
|
·
|
the
integrity of our financial
statements;
|
|
·
|
our
compliance with legal and regulatory
requirements;
|
|
·
|
the
qualifications and independence of our independent auditor;
and
|
|
·
|
the
performance of our internal audit function and our independent
auditor.
|
|
·
|
reviews
specific matters that the Board believes may involve conflicts of
interest; and
|
|
·
|
determines
if the resolution of the conflict of interest is fair and reasonable to
us.
|
·
|
oversees
the operation and effectiveness of the Board and its corporate
governance.
|
|
·
|
develops,
updates and recommends to the Board corporate governance principles and
policies applicable to us and our general partner and monitors compliance
with these principles and policies; and
|
|
·
|
oversees
director compensation and the long-term incentive plan described
above.
|
Identity of Person or
Group
|
Common Units
Owned
|
Percentage of
Common Units
Owned
|
Subordinated Units
Owned
|
Percentage of
Subordinated
Units
Owned
|
Percentage
of
Total
Common
and
Subordinated
Units
Owned (3)
|
All
directors and officers as a group (6 persons) (1) (2)
|
292,725
|
2.99%
|
-
|
-
|
1.49%
|
(1)
|
Excludes
units owned by Teekay Corporation, which controls us and on the board of
which serve the directors of our general partner, C. Sean Day and Bjorn
Moller. In addition, Mr. Moller is Teekay Corporation’s President and
Chief Executive Officer, and Peter Evensen, our general partner’s Chief
Executive Officer and Chief Financial Officer and a Director, is Teekay
Corporation’s Executive Vice President and Chief Strategy Officer. Please
read Item 7: Major Shareholders and Related Party Transactions for more
detail.
|
(2)
|
Each
director, executive officer and key employee beneficially owns less than
one percent of the outstanding common and subordinated
units.
|
(3)
|
Excludes
the 2% general partner interest held by our general partner, a wholly
owned subsidiary of Teekay
Corporation.
|
Identity of Person or
Group
|
Common
Units
Owned
|
Percentage of
Common Units
Owned
|
Subordinated Units
Owned
|
Percentage of
Subordinated Units Owned
|
Percentage of
Total Common
and
Subordinated
Units
Owned
|
Teekay
Corporation
(1)
|
1,750,000
|
17.9%
|
9,800,000
|
100.0%
|
58.9%
|
Luxor
Capital Group, LP, Luxor
Management, LLC, and Mr. Christian Leone, as a group (2)
|
1,269,799
|
13.0%
|
-
|
-
|
6.5%
|
Neuberger
Berman, Inc. and Neuberger
Berman,
LLC, as a group (3)
|
820,974
|
8.4%
|
-
|
-
|
4.2%
|
|
(1)
|
Excludes
the 2% general partner interest held by our general partner, a wholly
owned subsidiary of Teekay
Corporation.
|
|
(2)
|
Includes
shared voting power and shared dispositive power as to 1,269,799 units.
Luxor Capital Group, LP, Luxor Management, LLC, and Mr. Christian Leone
all have shared voting and dispositive power. Luxor Capital Group, LP
serves as an investment manager of Luxor Capital Group, LP’s mutual funds.
This information is based on the Schedule 13G/A filed by this group with
the SEC on February 14, 2008.
|
|
(3)
|
Includes
sole voting power as to 745,924 units and shared dispositive power as to
820,974 units. Both Neuberger Berman, LLC and Neuberger Berman Inc. have
shared dispositive power. Neuberger Berman, LLC and Neuberger Berman
Management Inc. serve as sub-advisor and investment manager, respectively,
of Neuberger Berman Inc.’s mutual funds. This information is based on the
Schedule 13G filed by this group with the SEC on February 12,
2008.
|
|
a)
|
On
October 1, 2006, OPCO entered into time-charter contracts for its nine
Aframax conventional tankers with a subsidiary of Teekay Corporation at
then-prevailing 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 adds the
approximate amounts of these expenses to the daily hire rate. Pursuant to
these time-charter contracts, OPCO earned voyage revenues of $128.4
million during 2007.
|
|
b)
|
Effective
October 1, 2006, two of OPCO’s shuttle tankers commenced employment on
long-term bareboat charters with a subsidiary of Teekay Corporation.
Pursuant to these charter contracts, OPCO earned voyage revenues of $14.2
million during 2007.
|
|
c)
|
Two
of OPCO’s FSO units were employed on long-term bareboat charters with a
subsidiary of Teekay Corporation. Pursuant to these charter contracts,
OPCO earned voyage revenues of $12.0 million during
2007.
|
|
d)
|
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 the Teekay Corporation subsidiary with ship
management services. During 2007, OPCO earned management fees of $3.3
million under the agreement.
|
|
e)
|
Eight
of OPCO’S Aframax conventional oil tankers and two FSO units are managed
by subsidiaries of Teekay Corporation. Pursuant to the associated
management services agreements, OPCO incurred general and administrative
expenses of $4.4 million during
2007.
|
|
f)
|
In
December 2006, we, OPCO, and certain of our and its subsidiaries have
entered into services agreements with certain subsidiaries of Teekay
Corporation, pursuant to which the Teekay Corporation subsidiaries provide
to us, OPCO, and our and its subsidiaries administrative, advisory and
technical services and ship management. These services are
provided in a commercially reasonably manner and upon the reasonable
request of our general partner or our or OPCO’s operating subsidiaries, as
applicable. The Teekay Corporation subsidiaries that are parties to the
services agreements provide these services directly or subcontract for
certain of these services with other entities, including other Teekay
Corporation subsidiaries. We pay an arm's-length fee for the services that
include reimbursement of the reasonable cost of any direct and indirect
expenses the Teekay Corporation subsidiaries incur in providing these
services. During 2007, we incurred $52.7 million of costs under these
agreements.
|
|
g)
|
Pursuant
to our partnership agreement, we reimburse our general partner for all
expenses necessary or appropriate for the conduct of our business. During
2007, we incurred $0.8 million of these
costs.
|
|
h)
|
In
July 2007, we acquired interests in two double-hull shuttle tankers from
Teekay Corporation for a total cost of $159.1 million, including
assumption of debt of $93.7 million and the related interest rate swap. We
acquired Teekay Corporation's 100% interest in the 2000-built Navion Bergen and its 50%
interest in the 2006-built Navion Gothenburg,
together with their respective 13-year, fixed-rate bareboat charters to
Petroleo Brasileiro S.A. We financed the purchases with one of our
existing revolving credit facilities and the assumption of debt. The
excess of the proceeds we paid over Teekay Corporation’s historical cost
were accounted for as an equity distribution to Teekay Corporation of
$27.8 million.
|
|
i)
|
In
October 2007, we acquired from Teekay Corporation an FSO unit, the Dampier Spirit, along
with its 7-year fixed-rate time-charter to Apache Corporation for a total cost
of $30.3 million. We financed the purchase with one of our existing
revolving credit facilities. The excess of the proceeds we paid over
Teekay Corporation’s historical cost was accounted for as an equity
distribution to Teekay Corporation of $13.9
million.
|
|
j)
|
In
December 2007, Teekay Corporation contributed a $65.6 million, nine-year,
4.98% interest rate swap (used to hedge the debt assumed in the purchase
of the Navion
Bergen) having a fair value liability of $2.6 million, to us for no
consideration.
|
|
k)
|
In
December 2007, Teekay Corporation agreed to reimburse OPCO for certain
costs relating to events which occurred prior to our initial public
offering, totaling $4.8 million, including the settlement of a customer
dispute in respect of vessels delivered prior to our initial public
offering and other costs.
|
|
l)
|
C.
Sean Day is the Chairman of our general partner, Teekay Offshore GP
L.L.C., and of Teekay Offshore Operating GP L.L.C., the general partner of
OPCO. He also is the Chairman of Teekay Corporation, Teekay Tankers and
Teekay GP L.L.C., the general partner of Teekay
LNG.
|
|
m)
|
We
have entered into an amended and restated omnibus agreement with our
general partner, Teekay Corporation, Teekay LNG and related parties. The
following discussion describes certain provisions of the omnibus
agreement.
|
|
§
|
owning,
operating or chartering offshore vessels if the remaining duration of the
time charter or contract of affreightment for the vessel, excluding any
extension options, is less than three
years;
|
|
§
|
acquiring
offshore vessels and related time charters or contracts of affreightment
as part of a business or package of assets and operating or chartering
those vessels if a majority of the value of the total assets or business
acquired is not attributable to the offshore vessels and related
contracts, as determined in good faith by the board of directors of Teekay
Corporation or the board of directors of Teekay LNG’s general partner;
however, if Teekay Corporation or Teekay LNG completes such an
acquisition, it must, within one year after completing the acquisition,
offer to sell the offshore vessels and related contracts to us
for their fair market value plus any additional tax or other similar costs
to Teekay Corporation or Teekay LNG that would be required to transfer the
offshore vessels and contracts to us separately from the acquired business
or package of assets;
|
|
§
|
owning,
operating or chartering offshore vessels and related time charters and
contracts of affreightment that relate to a tender, bid or award for a
proposed offshore project that Teekay Corporation or any of its
subsidiaries has submitted or hereafter submits or receives; however, at
least one year after the delivery date of any such offshore vessel, Teekay
Corporation must offer to sell the offshore vessel and related contract to
us, with the vessel valued (i) for newbuildings originally contracted by
Teekay Corporation, at its "fully-built-up cost'' (which represents the
aggregate expenditures incurred (or to be incurred prior to delivery to
us) by Teekay Corporation to acquire, construct, and/or convert and bring
such offshore vessel to the condition and location necessary for our
intended use, plus project development costs for completed projects and
projects that were not completed but, if completed, would have been
subject to an offer to us pursuant to the omnibus agreement) and (ii) for
any other vessels, Teekay Corporation's cost to acquire a newbuilding from
a third party or the fair market value of any existing vessel, as
applicable, plus in each case any subsequent expenditures that would be
included in the "fully-built-up cost" of converting the vessel prior to
delivery to us;
|
|
§
|
acquiring,
operating or chartering offshore vessels if our general partner has
previously advised Teekay Corporation or Teekay LNG that the board of
directors of our general partner has elected, with the approval of its
conflicts committee, not to cause us or our subsidiaries to acquire or
operate the vessels; or
|
|
§
|
owing
a limited partner interest in OPCO or owning shares of Teekay Petrojarl
ASA.
|
|
§
|
acquiring
oil tankers or LNG carriers and any related time charters as part of a
business or package of assets and operating or chartering those vessels,
if a majority of the value of the total assets or business acquired is not
attributable to the oil tankers and LNG carriers and any related charters,
as determined by the conflicts committee of our general partner's board of
directors; however, if at any time we complete such an acquisition, we are
required to promptly offer to sell to Teekay Corporation the oil tankers
and time charters or to Teekay LNG the LNG carriers and time charters for
fair market value plus any additional tax or other similar costs to us
that would be required to transfer the vessels and contracts to Teekay
Corporation or Teekay LNG separately from the acquired business or package
of assets; or
|
|
§
|
acquiring,
operating or chartering oil tankers or LNG carriers if Teekay Corporation
or Teekay LNG, respectively, has previously advised our general partner
that it has elected not to acquire or operate those
vessels.
|
|
•
|
Our
unitholders have no contractual or other legal right to receive
distributions other than the obligation under our partnership agreement to
distribute available cash on a quarterly basis, which is subject to our
general partner’s broad discretion to establish reserves and other
limitations.
|
|
•
|
The
Board of Directors of OPCO’s general partner, Teekay Offshore Operating GP
L.L.C. (subject to approval by the Board of Directors of our general
partner), has authority to establish reserves for the prudent conduct of
OPCO’s business. The establishment of these reserves could result in a
reduction in cash distributions.
|
|
•
|
While
our partnership agreement requires us to distribute all of our available
cash, our partnership agreement, including provisions requiring us to make
cash distributions contained therein, may be amended. Although during the
subordination period (defined in our partnership agreement), with certain
exceptions, our partnership agreement may not be amended without the
approval of non-affiliated common unitholders, our partnership agreement
can be amended with the approval of a majority of the outstanding common
units after the subordination period has
ended.
|
|
•
|
Even
if our cash distribution policy is not modified or revoked, the amount of
distributions we pay under our cash distribution policy and the decision
to make any distribution is determined by the Board of Directors of our
general partner, taking into consideration the terms of our partnership
agreement.
|
|
•
|
Under
Section 51 of the Marshall Islands Limited Partnership Act, we may
not make a distribution to unitholders if the distribution would cause our
liabilities to exceed the fair value of our
assets.
|
|
•
|
We
may lack sufficient cash to pay distributions to our unitholders due to
decreases in net voyage revenues or increases in operating expenses,
principal and interest payments on outstanding debt, tax expenses, working
capital requirements, maintenance capital expenditures or anticipated cash
needs.
|
|
•
|
Our
distribution policy may be affected by restrictions on distributions under
our and OPCO’s credit facility agreements, which contain material
financial tests and covenants that must be satisfied. Should we or OPCO be
unable to satisfy these restrictions included in the credit agreements or
if we or OPCO is otherwise in default under the credit agreements, we or
it would be prohibited from making cash distributions, which would
materially hinder our ability to make cash distributions to unitholders,
notwithstanding our stated cash distribution
policy.
|
|
•
|
If
we make distributions out of capital surplus, as opposed to operating
surplus (as such terms are defined in our partnership agreement), such
distributions will constitute a return of capital and will result in a
reduction in the minimum quarterly distribution and the target
distribution levels under our partnership agreement. We do not anticipate
that we will make any distributions from capital
surplus.
|
Marginal
Percentage Interest
|
|||
in Distributions
|
|||
Total Quarterly
|
|||
Distribution Target
Amount
|
Unitholders
|
General
Partner
|
|
Minimum
Quarterly Distribution
|
$0.35
|
98.0%
|
2.0%
|
First
Target Distribution
|
Up
to $0.4025
|
98.0%
|
2.0%
|
Second
Target Distribution
|
Above
$0.4025 up to $0.4375
|
85.0%
|
15.0%
|
Third
Target Distribution
|
Above
$0.4375 up to $0.525
|
75.0%
|
25.0%
|
Thereafter
|
Above
$0.525
|
50.0%
|
50.0%
|
Year
Ended
|
Dec.
31,
2007
|
Dec.
31,
2006
(1)
|
||||
High
|
$37.45
|
$26.77
|
||||
Low
|
24.04
|
21.00
|
Quarter
Ended
|
Dec.
31,
2007
|
Sept.
30,
2007
|
June
30,
2007
|
Mar.
31,
2007
|
Dec.
31,
2006
(1)
|
|
High
|
$29.38
|
$37.45
|
$35.40
|
$31.66
|
$26.77
|
|
Low
|
24.04
|
28.00
|
29.79
|
26.00
|
21.00
|
Months
Ended
|
Mar.
31,
2008
|
Feb.
29,
2008
|
Jan.
31,
2008
|
Dec.
31,
2007
|
Nov.
30,
2007
|
Oct.
31,
2007
|
High
|
$25.32
|
$26.46
|
$25.86
|
$26.37
|
$29.20
|
$29.38
|
Low
|
20.71
|
22.07
|
22.75
|
24.41
|
24.04
|
27.25
|
(1)
|
Period
beginning December 13, 2006.
|
|
a)
|
Agreement,
dated June 26, 2003, for a U.S. $455,000,000 Revolving Credit Facility
between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other
banks. This facility bears interest at LIBOR plus a margin of 0.625%. The
amount available under the facility reduces semi-annually, with a bullet
reduction of $131.0 million on maturity in October 2014. The credit
facility may be used for acquisitions and for general partnership
purposes. Our obligations under the facility are secured by first-priority
mortgages on seven shuttle tankers and one FSO
unit.
|
|
b)
|
Agreement,
dated October 2, 2006, for a U.S. $940,000,000 Revolving Credit Facility
between Teekay Offshore Operating L.P., Den Norske Bank ASA and various
other banks. This facility bears interest at LIBOR plus a margin of
0.625%. The amount available under the facility reduces semi-annually,
with a bullet reduction of $350.0 million on maturity in October 2014. The
credit facility may be used for acquisitions and for general partnership
purposes. In addition, this 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. Our
obligations under the facility are secured by first-priority mortgages on
11 shuttle tankers and eight conventional
tankers.
|
|
c)
|
Amended
and Restated Omnibus Agreement, dated December 19, 2006, among us, our
general partner, Teekay Corporation, Teekay LNG and related parties.
Please read Item 7 – Major Unitholders and Related Party Transactions for
a summary of certain contract
terms.
|
|
d)
|
We,
OPCO and certain of our and its operating subsidiaries have entered into
services agreements with certain subsidiaries of Teekay Corporation
pursuant to which the Teekay Corporation subsidiaries provide us, OPCO,
and our and its operating subsidiaries with administrative, advisory,
technical, strategic consulting services and ship management services for
a reasonable fee that includes reimbursement of their direct and indirect
expenses incurred in providing these services. Please read Item 7 – Major
Unitholders and Related Party Transactions for a summary of certain
contract terms.
|
|
e)
|
Contribution,
Conveyance and Assumption Agreement. Pursuant to this
agreement, prior to the closing of our initial public offering on December
19, 2006, Teekay Corporation sold to us a 25.99% limited partner interest
in OPCO and its subsidiaries and a 100% interest in Teekay Offshore
Operating GP L.L.C., which owns the 0.01% general partner interest in
OPCO, in exchange for (a) the issuance to Teekay Corporation of
2,800,000 common units and 9,800,000 subordinated units in us and a $134.6
million non-interest bearing promissory note and (b) the issuance of
the 2.0% general partner interest in us and all of our incentive
distribution rights to Teekay Offshore GP L.L.C., a wholly owned
subsidiary of Teekay Corporation.
|
|
f)
|
Teekay
Offshore Partners L.P. 2006 Long-Term Incentive Plan. Please read Item 6 –
Directors, Senior Management and Employees for a summary of certain plan
terms.
|
|
•
|
the
excess distribution or gain will be allocated ratably over the
unitholder's holding period;
|
|
•
|
the
amount allocated to the current taxable year and any year prior to the
first year in which we were a PFIC will be taxed as ordinary income in the
current year;
|
|
•
|
the
amount allocated to each of the other taxable years in the unitholder's
holding period will be subject to U.S. federal income tax at the
highest rate in effect for the applicable class of taxpayer for that
year; and
|
|
•
|
an
interest charge for the deemed deferral benefit will be imposed with
respect to the resulting tax attributable to each such other taxable
year.
|
Expected
Maturity Date
|
|||||||||
2008
|
2009
|
2010
|
2011
|
2012
|
Thereafter
|
Total
|
Fair
Value
Asset/(Liability)
|
Rate
(1)
|
|
(in
millions of U.S. dollars, except percentages)
|
|||||||||
Long-Term
Debt:
|
|||||||||
U.S
Dollar- denominated (2)
|
64.1
|
115.6
|
107.0
|
164.0
|
141.8
|
925.0
|
1,517.5
|
(1,517.5)
|
5.7%
|
Interest Rate
Swaps:
|
|||||||||
Contract
Amount (3)
|
17.1
|
552.6
|
18.1
|
18.7
|
19.2
|
723.7
|
1,349.4
|
(20.0)
|
4.8%
|
Average
Fixed Pay Rate (2)
|
4.9%
|
4.7%
|
4.9%
|
4.9%
|
4.9%
|
4.8%
|
4.8%
|
(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
December 31, 2007 ranged from 0.50% 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 6-month
LIBOR.
|
Fees
|
2007
|
2006
|
||||||
Audit
Fees (1)
|
$ | 429,329 | $ | 575,400 | ||||
Audit-Related
Fees (2)
|
8,500 | 40,000 | ||||||
Tax
Fees (3)
|
15,800 | 144,300 | ||||||
Total
|
$ | 453,600 | $ | 759,700 |
(1)
|
Audit
fees represent fees for professional services provided in connection with
the audit of our consolidated financial statements, review of our
quarterly consolidated financial statements and audit services provided in
connection with other statutory or regulatory filings, including
professional services in connection with the review of our regulatory
filings for our initial public offering of common units in December
2006.
|
(2)
|
Audit-related
fees consisted primarily of accounting
consultations.
|
(3)
|
For
2007 and 2006, respectively, tax fees principally included corporate tax
compliance fees of $15,800 and $39,500. Tax fees in 2006 also included
personal and expatriate tax services fees of $94,800 and international tax
planning fees of $10,000.
|
Page
|
|
Report
of Independent Registered Public Accounting
Firm
|
F-1,
F-2
|
Consolidated
Financial Statements
Consolidated
Statements of Income
(Loss)
|
F-3
|
Consolidated
Balance
Sheets
|
F-4
|
Consolidated
Statements of Cash
Flows
|
F-5
|
Consolidated
Statements of Changes in Partners’ Equity/Owner’s
Equity
|
F-6
|
Notes
to the Consolidated Financial
Statements
|
F-8
|
|
The
following exhibits are filed as part of this Annual
Report:
|
1.1
|
Certificate
of Limited Partnership of Teekay Offshore Partners L.P.
(1)
|
1.2
|
First
Amended and Restated Agreement of Limited Partnership of Teekay Offshore
Partners L.P. (2)
|
1.3
|
Certificate
of Formation of Teekay Offshore GP L.L.C. (1)
|
1.4
|
Amended
and Restated Limited Liability Company Agreement of Teekay Offshore GP
L.L.C. (1)
|
1.5
|
Certificate
of Limited Partnership of Teekay Offshore Operating L.P.
(1)
|
1.6
|
Amended
and Restated Agreement of Limited Partnership of Teekay Offshore Operating
Partners L.P. (1)
|
1.7
|
Certificate
of Formation of Teekay Offshore Operating GP L.L.C. (1)
|
1.8
|
Amended
and Restated Limited Liability Company Agreement of Teekay Offshore
Operating GP L.L.C. (1)
|
4.1
|
Agreement,
dated June 26, 2003, for a U.S $455,000,000 Revolving Credit Facility
between Norsk Teekay Holdings Ltd., Den Norske Bank ASA and various other
banks (1)
|
4.2
|
Agreement,
dated October 2, 2006, for a U.S $940,000,000 Revolving Credit Facility
between Teekay Offshore Operating L.P., Den Norske Bank ASA and various
other banks (1)
|
4.3
|
Contribution,
Conveyance and Assumption Agreement (1)
|
4.4
|
Teekay
Offshore Partners L.P. 2006 Long-Term Incentive Plan
(1)
|
4.5
|
Amended
and Restated Omnibus Agreement (1)
|
4.6
|
Administrative
Services Agreement between Teekay Offshore Operating Partners L.P. and
Teekay Limited (3)
|
4.7
|
Advisory,
Technical and Administrative Services Agreement (3)
|
4.8
|
Administrative
Services Agreement between Teekay Offshore Partners L.P. and Teekay
Limited (3)
|
8.1
|
List
of Subsidiaries of Teekay Offshore Partners L.P.
|
12.1
|
Rule
13a-14(a)/15d-14(a) Certification of Teekay Offshore Partners L.P.’s Chief
Executive Officer
|
12.2
|
Rule
13a-14(a)/15d-14(a) Certification of Teekay Offshore Partners L.P.’s Chief
Financial Officer
|
13.1
|
Teekay
Offshore Partners L.P. Certification of Peter Evensen, Chief Executive
Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
15.1
|
Consent
of Ernst & Young LLP, as independent registered public accounting
firm.
|
15.2
|
Consolidated
Balance Sheet of Teekay Offshore GP
L.L.C.
|
(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.
|
(3)
|
Previously
filed as an exhibit to the Partnership’s Amendment No. 1 to Registration
Statement on Form F-1 (File No. 333-139116), filed with the SEC on
December 8, 2006, and hereby incorporated by reference to such
Registration Statement.
|
Dated: April 11, 2008 |
TEEKAY
OFFSHORE PARTNERS L.P.
By: Teekay Offshore GP L.L.C., its general
partner
By: /s/ Peter
Evensen
Peter Evensen
Chief Executive Officer and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
|
|
·
|
January
1 to December 31, 2007
|
|
·
|
January
1 to December 18, 2006
|
|
·
|
December
19 to December 31, 2006
|
|
·
|
January
1 to December 31, 2005
|
Vancouver,
Canada
March 12,
2008
|
/s/
Ernst & Young LLP
Chartered
Accountants
|
Vancouver,
Canada
March 12,
2008
|
/s/
Ernst & Young LLP
Chartered
Accountants
|
Year Ended December
31, 2006
|
||||||||||||||||
Year
Ended
December
31,
2007
$
|
January
1
to
December
18,
2006
$
|
December
19
to
December
31,
2006
$
|
Year
Ended
December
31,
2005
$
|
|||||||||||||
VOYAGE REVENUES
($154,605, $154,198 and $254,080 for 2007, 2006 and 2005,
respectively, from related parties – notes 10c, 10h, 10i, 10j, 10k,
and 10l)
|
775,969 | 684,766 | 23,926 | 807,548 | ||||||||||||
OPERATING
EXPENSES
|
||||||||||||||||
Voyage
expenses
|
151,583 | 91,321 | 3,102 | 74,543 | ||||||||||||
Vessel
operating expenses
|
143,247 | 102,311 | 4,087 | 104,475 | ||||||||||||
Time-charter
hire expense
|
150,463 | 239,311 | 5,641 | 373,536 | ||||||||||||
Depreciation
and amortization
|
122,415 | 98,386 | 3,636 | 107,542 | ||||||||||||
General
and administrative ($54,662, $5,145 and $5,438 for 2007, 2006
and 2005, respectively, from related parties – notes 10m, 10n, 10o, and
10p)
|
61,530 | 70,387 | 2,129 | 85,856 | ||||||||||||
Gain
on sale of vessels and equipment - net of writedowns (note
15)
|
- | (4,778 | ) | - | 2,820 | |||||||||||
Restructuring
charge (note
9)
|
- | 832 | - | 955 | ||||||||||||
Total
operating expenses
|
629,238 | 597,770 | 18,595 | 749,727 | ||||||||||||
Income
from vessel operations
|
146,731 | 86,996 | 5,331 | 57,821 | ||||||||||||
OTHER
ITEMS
|
||||||||||||||||
Interest
expense (note 6,
and $27,056 and $14,772 for 2006 and 2005, respectively, from
related parties
– notes 10f and
10g)
|
(79,768 | ) | (67,225 | ) | (2,200 | ) | (39,791 | ) | ||||||||
Interest
income
|
5,774 | 5,167 | 191 | 4,605 | ||||||||||||
Equity
income from joint ventures
|
- | 6,162 | - | 5,199 | ||||||||||||
Foreign
currency exchange (loss) gain
|
(12,144 | ) | (66,574 | ) | (131 | ) | 34,178 | |||||||||
Income
tax recovery (expense) (note
12)
|
10,924 | (2,672 | ) | (99 | ) | 13,873 | ||||||||||
Other
income – net (note
9)
|
10,403 | 8,360 | 309 | 9,091 | ||||||||||||
Total
other items
|
(64,811 | ) | (116,782 | ) | (1,930 | ) | 27,155 | |||||||||
Net
income (loss) before non-controlling interest
|
81,920 | (29,786 | ) | 3,401 | 84,976 | |||||||||||
Non-controlling
interest
|
(62,248 | ) | (3,777 | ) | (2,553 | ) | (229 | ) | ||||||||
Net
income (loss)
|
19,672 | (33,563 | ) | 848 | 84,747 | |||||||||||
General
partner’s interest in net income
|
393 | - | 17 | - | ||||||||||||
Limited
partners’ interest (note
16)
|
||||||||||||||||
Net
income (loss)
|
19,279 | (33,563 | ) | 831 | 84,747 | |||||||||||
Net
income (loss) per:
|
||||||||||||||||
•
Common unit (basic and diluted)
|
1.26 | (2.66 | ) | 0.05 | 6.73 | |||||||||||
•
Subordinated unit (basic and diluted)
|
0.70 | (2.66 | ) | 0.04 | 6.73 | |||||||||||
•
Total unit (basic and diluted)
|
0.99 | (2.66 | ) | 0.04 | 6.73 | |||||||||||
Weighted-average
number of units outstanding:
|
||||||||||||||||
•
Common units (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
|
1.14 | - | - | - |
|
The
accompanying notes are an integral part of the consolidated financial
statements.
|
As
at
December
31,
2007
$
|
As
at
December
31, 2006
$
|
|||||||
ASSETS
|
||||||||
Current
Cash
and cash equivalents (note
6)
|
121,224 | 113,986 | ||||||
Accounts
receivable, net of allowance for doubtful accounts of $nil (December
31, 2006 - $401)
|
42,245 | 24,635 | ||||||
Net
investment in direct financing leases – current
|
22,268 | 21,764 | ||||||
Prepaid
expenses
|
34,219 | 24,608 | ||||||
Other
current assets (notes
10u and 10v)
|
8,440 | 7,732 | ||||||
Total
current assets
|
228,396 | 192,725 | ||||||
Vessels and equipment
(note
6)
At
cost, less accumulated depreciation of $674,722 (December 31, 2006
- $567,563)
|
1,662,865 | 1,524,842 | ||||||
Net
investment in direct financing leases
|
78,199 | 92,018 | ||||||
Other
assets
|
14,423 | 38,198 | ||||||
Intangible
assets – net (note
4)
|
55,355 | 66,425 | ||||||
Goodwill
- shuttle tanker segment
|
127,113 | 127,113 | ||||||
Total
assets
|
2,166,351 | 2,041,321 | ||||||
LIABILITIES
AND PARTNERS’ EQUITY
|
||||||||
Current
Accounts
payable
|
12,076 | 7,366 | ||||||
Accrued
liabilities (note
5)
|
38,464 | 42,987 | ||||||
Current
portion of long-term debt (note
6)
|
64,060 | 17,656 | ||||||
Advances
from affiliate (note
10v)
|
- | 16,951 | ||||||
Total
current liabilities
|
114,600 | 84,960 | ||||||
Long-term
debt (note
6)
|
1,453,407 | 1,285,696 | ||||||
Deferred
income taxes (note
12)
|
75,706 | 71,583 | ||||||
Other
long-term liabilities (note
11)
|
50,024 | 32,163 | ||||||
Total
liabilities
|
1,693,737 | 1,474,402 | ||||||
Commitments
and contingencies (notes
7, 10 and 13)
|
||||||||
Non-controlling
interest
|
391,645 | 427,977 | ||||||
Partners’
equity
|
||||||||
Partners’
equity
|
86,282 | 133,642 | ||||||
Accumulated
other comprehensive (loss) income
|
(5,313 | ) | 5,300 | |||||
Total
partners’ equity
|
80,969 | 138,942 | ||||||
Total
liabilities and partners’ equity
|
2,166,351 | 2,041,321 |
Year
Ended
December
31,
2007
$
|
Year
Ended December 31,
2006
$
|
Year
Ended December 31,
2005
$
|
||||||||||
Cash
and cash equivalents provided by (used for)
OPERATING
ACTIVITIES
|
||||||||||||
Net
income (loss)
|
19,672 | (32,715 | ) | 84,747 | ||||||||
Non-cash
items:
|
||||||||||||
Depreciation
and amortization
|
122,415 | 102,022 | 107,542 | |||||||||
Non-controlling
interest
|
62,248 | 6,330 | 229 | |||||||||
Gain
on sale of vessels
|
- | (6,928 | ) | (9,423 | ) | |||||||
Loss
on writedown of vessels and equipment
|
- | 2,150 | 12,243 | |||||||||
Equity
income (net of dividends received: December 31, 2006 – $6,002;
December 31, 2005 - $2,750)
|
- | (160 | ) | (2,449 | ) | |||||||
Deferred
income tax (recovery) expense
|
(10,924 | ) | 2,771 | (14,202 | ) | |||||||
Foreign
currency exchange loss (gain) and other - net
|
11,841 | 72,768 | (40,045 | ) | ||||||||
Change
in non-cash working capital items related to operating activities (note
14)
|
(31,588 | ) | 40,727 | 22,951 | ||||||||
Distribution
from subsidiaries to non-controlling interest owners
|
(78,107 | ) | (4,224 | ) | (9,618 | ) | ||||||
Expenditures
for drydocking
|
(39,626 | ) | (31,255 | ) | (8,906 | ) | ||||||
Net
operating cash flow
|
55,931 | 151,486 | 143,069 | |||||||||
FINANCING
ACTIVITIES
Proceeds
from issuance of long-term debt
|
247,243 | 1,290,750 | 1,226,804 | |||||||||
Debt
issuance costs
|
- | (6,178 | ) | (639 | ) | |||||||
Scheduled
repayments of long-term debt
|
(17,328 | ) | (119,900 | ) | (29,884 | ) | ||||||
Prepayments
of long-term debt
|
(152,000 | ) | (493,527 | ) | (1,382,140 | ) | ||||||
Repayments
of capital lease obligations
|
- | (34,245 | ) | (1,248 | ) | |||||||
Prepayments
of joint venture partner advances
|
(1,000 | ) | - | - | ||||||||
Proceeds
from issuance of common units
|
(2,793 | ) | 157,963 | - | ||||||||
Net
advances to affiliates
|
- | (786,816 | ) | (12,829 | ) | |||||||
Equity
distribution to Teekay Corporation
|
- | (226,816 | ) | - | ||||||||
Investment
in subsidiaries from non-controlling interest owners
|
- | - | 8,000 | |||||||||
Cash
distribution paid
|
(22,700 | ) | - | - | ||||||||
Other
|
- | (727 | ) | - | ||||||||
Net
financing cash flow
|
51,422 | (219,496 | ) | (191,936 | ) | |||||||
INVESTING
ACTIVITIES
Expenditures
for vessels and equipment
|
(20,997 | ) | (31,079 | ) | (24,760 | ) | ||||||
Proceeds
from sale of vessels and equipment
|
3,225 | 61,713 | 73,220 | |||||||||
Investment
in direct financing lease assets
|
(8,378 | ) | (13,256 | ) | (23,708 | ) | ||||||
Direct
financing lease payments received
|
21,677 | 19,323 | 12,440 | |||||||||
Cash
assumed upon consolidation of joint ventures
|
- | 17,055 | - | |||||||||
Purchase
of Navion Bergen LLC and Navion Gothenburg LLC (note
10r)
|
(65,389 | ) | - | - | ||||||||
Purchase
of Dampier Spirit LLC (note
10s)
|
(30,253 | ) | - | - | ||||||||
Other
|
- | (746 | ) | (3,068 | ) | |||||||
Net
investing cash flow
|
(100,115 | ) | 53,010 | 34,124 | ||||||||
Increase
(decrease) in cash and cash equivalents
|
7,238 | (15,000 | ) | (14,743 | ) | |||||||
Cash
and cash equivalents, beginning of the year
|
113,986 | 128,986 | 143,729 | |||||||||
Cash
and cash equivalents, end of the year
|
121,224 | 113,986 | 128,986 |
OWNER’S
EQUITY (PREDECESSOR)
|
||||||||||||
Owner’s
Equity
|
Accumulated
Other Comprehensive Income (Loss)
|
Total
Owner’s
Equity
|
||||||||||
$ | $ | $ | ||||||||||
Balance
as at December 31, 2004
|
659,802 | (590 | ) | 659,212 | ||||||||
Net
income
|
84,747 | 84,747 | ||||||||||
Other
comprehensive income:
|
||||||||||||
Unrealized net gain on qualifying cash flow hedging instruments (note
11)
|
792 | 792 | ||||||||||
Realized net gain on qualifying cash flow hedging instruments (note
11)
|
(94 | ) | (94 | ) | ||||||||
Comprehensive
income
|
85,445 | |||||||||||
Norwegian
group tax contributions (note
10a)
|
(1,185 | ) | (1,185 | ) | ||||||||
Sale
of Dania Spirit
(note
10b)
|
(3,093 | ) | (3,093 | ) | ||||||||
Balance
as at December 31, 2005
|
740,271 | 108 | 740,379 | |||||||||
Net
loss (January 1 to December 18, 2006)
|
(33,563 | ) | (33,563 | ) | ||||||||
Other
comprehensive income:
|
||||||||||||
Unrealized net gain on qualifying cash flow hedging instruments (note
11)
|
21,981 | 21,981 | ||||||||||
Realized net gain on qualifying cash flow hedging instruments (note
11)
|
(1,706 | ) | (1,706 | ) | ||||||||
Comprehensive
loss
|
(13,288 | ) | ||||||||||
Sale
of Navion Shipping Ltd. to Teekay Corporation (note
10c)
|
18,468 | 18,468 | ||||||||||
Sale
of Norwegian subsidiaries to Teekay Corporation (note
10e)
|
23,260 | 23,260 | ||||||||||
Sale
of the Borga to
Teekay Corporation (note
10d)
|
(11,900 | ) | (11,900 | ) | ||||||||
Equity
distribution to Teekay Corporation (note 1)
|
(226,816 | ) | (226,816 | ) | ||||||||
Purchase
of a 26% interest in Teekay Offshore Operating L.P. (note 1)
|
(134,629 | ) | (134,629 | ) | ||||||||
Reclassification
adjustment for Teekay Corporation’s 74% non-controlling
interest
in Teekay Offshore
Operating L.P. (note
1)
|
(377,974 | ) | (15,083 | ) | (393,057 | ) | ||||||
Stock
compensation expense (note 1)
|
1,048 | 1,048 | ||||||||||
Balance
as at December 18, 2006
|
(1,835 | ) | 5,300 | 3,465 |
PARTNERS’
EQUITY
|
||||||||||||||||||||||||||||||||
Limited
Partners
|
||||||||||||||||||||||||||||||||
Owner’s
Equity
(Predecessor)
|
Common
|
Subordinated
|
General
Partner
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Total
|
|||||||||||||||||||||||||||
$ |
Units
|
$
|
Units
|
$
|
$ | $ |
$
|
|||||||||||||||||||||||||
Balance
as at
December
18, 2006
|
3,465 | 3,465 | ||||||||||||||||||||||||||||||
Allocation
of Predecessor’s equity
to unitholders (note
1)
|
(3,465 | ) | 2,800 | (400 | ) | 9,800 | (1,398 | ) | (37 | ) | 5,300 | - | ||||||||||||||||||||
Proceeds
from initial public offering of limited partnership interests,
net of offering costs of $13,788
(note
2)
|
8,050 | 155,262 | 155,262 | |||||||||||||||||||||||||||||
Redemption
of common units from Teekay Corporation (note 2)
|
(1,050 | ) | (20,633 | ) | (20,633 | ) | ||||||||||||||||||||||||||
Net
income (December 19 – 31, 2006)
|
485 | 346 | 17 | 848 | ||||||||||||||||||||||||||||
Balance
as at
December
31, 2006
|
- | 9,800 | 134,714 | 9,800 | (1,052 | ) | (20 | ) | 5,300 | 138,942 | ||||||||||||||||||||||
Net
income (January 1 – December 31, 2007)
|
12,374 | 6,905 | 393 | 19,672 | ||||||||||||||||||||||||||||
Other
comprehensive income:
|
||||||||||||||||||||||||||||||||
Unrealized
net loss on qualifying cash flow hedging
instruments (note
11)
|
(9,117 | ) | (9,117 | ) | ||||||||||||||||||||||||||||
Realized
net gain on qualifying
cash flow hedging instruments
(note
11)
|
(1,496 | ) | (1,496 | ) | ||||||||||||||||||||||||||||
Comprehensive
income
|
9,059 | |||||||||||||||||||||||||||||||
Offering
costs from public offering
of limited partnership interests
|
(93 | ) | (93 | ) | ||||||||||||||||||||||||||||
Purchase
of Navion Bergen LLC
and Navion Gothenburg LLC
from Teekay Corporation
(note
10r)
|
(13,638 | ) | (13,638 | ) | (557 | ) | (27,833 | ) | ||||||||||||||||||||||||
Purchase
of Dampier Spirit LLC
from Teekay Corporation
(note
10s)
|
(6,789 | ) | (6,789 | ) | (278 | ) | (13,856 | ) | ||||||||||||||||||||||||
Purchase
of derivative instrument from Teekay Corporation
(note
10t)
|
(1,249 | ) | (1,249 | ) | (52 | ) | (2,550 | ) | ||||||||||||||||||||||||
Cash
distributions
|
(11,123 | ) | (11,123 | ) | (454 | ) | (22,700 | ) | ||||||||||||||||||||||||
Balance
as at
December
31, 2007
|
- | 9,800 | 114,196 | 9,800 | (26,946 | ) | (968 | ) | (5,313 | ) | 80,969 |
|
2.
|
Initial
Public Offering
|
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 notes and redemption of 1.05 million common units from
Teekay Corporation
|
155,169 | |||
$ | 169,050 |
Year
Ended December 31, 2006
|
||||
Year
Ended
December
31,
2007
|
January
1
to
December
18,
2006
|
December
19
to
December
31,
2006
|
Year
Ended
December
31,
2005
|
|
(U.S.
dollars in millions)
|
||||
StatoilHydro
ASA (1)
(2)
|
$309.6
or 40%
|
$187.6
or 27%
|
$6.9
or 29%
|
$184.7
or 23%
|
Teekay
Corporation (3).
|
$154.6
or 20%
|
$148.9
or 22%
|
$5.3
or 22%
|
$254.1
or 32%
|
Petrobras
Transporte S.A (1)
(2).
|
$100.8
or 13%
|
-
|
-
|
-
|
(1)
|
Shuttle
tanker segment.
|
(2)
|
Statoil
ASA and Petrobras Transporte S.A. are international oil
companies.
|
(3)
|
Shuttle
tanker, conventional tanker and FSO
segments.
|
Year
Ended December 31, 2007
|
||||||||||||||||
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
|||||||||||||
Voyage
revenues
|
588,547 | 135,922 | 51,500 | 775,969 | ||||||||||||
Voyage
expenses
|
114,103 | 36,594 | 886 | 151,583 | ||||||||||||
Vessel
operating expenses
|
103,444 | 24,175 | 15,628 | 143,247 | ||||||||||||
Time
charter hire expense
|
150,463 | - | - | 150,463 | ||||||||||||
Depreciation
and amortization
|
85,885 | 21,324 | 15,206 | 122,415 | ||||||||||||
General
and administrative(1)
|
50,783 | 7,828 | 2,919 | 61,530 | ||||||||||||
Income
from vessel operations
|
83,869 | 46,001 | 16,861 | 146,731 | ||||||||||||
Expenditures
for vessels and equipment
|
167,047 | 1,998 | 41,294 | 210,339 | ||||||||||||
Year
Ended December 31, 2006
|
||||||||||||||||||||||||||||||||
January
1 to December 18, 2006
|
December
19 to December 31, 2006
|
|||||||||||||||||||||||||||||||
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
|||||||||||||||||||||||||
Voyage
revenues
|
516,187 | 146,687 | 21,892 | 684,766 | 19,785 | 3,383 | 758 | 23,926 | ||||||||||||||||||||||||
Voyage
expenses
|
85,451 | 4,841 | 1,029 | 91,321 | 2,995 | 51 | 56 | 3,102 | ||||||||||||||||||||||||
Vessel
operating expenses
|
77,085 | 18,754 | 6,472 | 102,311 | 3,222 | 624 | 241 | 4,087 | ||||||||||||||||||||||||
Time
charter hire expense
|
159,973 | 79,338 | - | 239,311 | 5,641 | - | - | 5,641 | ||||||||||||||||||||||||
Depreciation
and amortization
|
68,784 | 20,507 | 9,095 | 98,386 | 2,583 | 705 | 348 | 3,636 | ||||||||||||||||||||||||
General
and administrative(1)
|
50,058 | 18,668 | 1,661 | 70,387 | 1,863 | 218 | 48 | 2,129 | ||||||||||||||||||||||||
Gain
on sale of vessels and equipment - net of writedowns
|
(4,778 | ) | - | - | (4,778 | ) | - | - | - | - | ||||||||||||||||||||||
Restructuring charge
|
- | 832 | - | 832 | - | - | - | - | ||||||||||||||||||||||||
Income
from vessel operations
|
79,614 | 3,747 | 3,635 | 86,996 | 3,481 | 1,785 | 65 | 5,331 | ||||||||||||||||||||||||
Equity
income from joint ventures
|
6,162 | - | - | 6,162 | - | - | - | - | ||||||||||||||||||||||||
Expenditures
for vessels and equipment
|
25,055 | 6,024 | - | 31,079 | - | - | - | - | ||||||||||||||||||||||||
Year
Ended December 31, 2005
|
||||||||||||||||
Shuttle
Tanker Segment
$
|
Conventional
Tanker
Segment
$
|
FSO
Segment
$
|
Total
$
|
|||||||||||||
Voyage
revenues
|
516,758 | 266,593 | 24,197 | 807,548 | ||||||||||||
Voyage
expenses
|
68,308 | 5,419 | 816 | 74,543 | ||||||||||||
Vessel
operating expenses
|
75,196 | 22,679 | 6,600 | 104,475 | ||||||||||||
Time
charter hire expense
|
169,687 | 203,849 | - | 373,536 | ||||||||||||
Depreciation
and amortization
|
77,083 | 21,112 | 9,347 | 107,542 | ||||||||||||
General
and administrative(1)
|
55,010 | 29,026 | 1,820 | 85,856 | ||||||||||||
Gain
on sale of vessels and equipment - net of writedowns
|
2,820 | - | - | 2,820 | ||||||||||||
Restructuring charge
|
955 | - | - | 955 | ||||||||||||
Income
from vessel operations
|
67,699 | (15,492 | ) | 5,614 | 57,821 | |||||||||||
Equity
income from joint ventures
|
5,235 | (36 | ) | - | 5,199 | |||||||||||
Investments
in joint ventures
|
33,907 | 495 | - | 34,402 | ||||||||||||
Expenditures
for vessels and equipment
|
22,760 | 2,000 | - | 24,760 | ||||||||||||
|
(1)
|
Includes
direct general and administrative expenses and indirect general and
administrative expenses (allocated to each segment based on estimated use
of corporate resources).
|
December
31, 2007
$
|
December
31, 2006
$
|
|||||||
Shuttle
tanker segment
|
1,559,261 | 1,445,830 | ||||||
Conventional
tanker segment
|
255,460 | 310,699 | ||||||
FSO
segment
|
131,080 | 75,633 | ||||||
Cash
and cash equivalents
|
121,224 | 113,986 | ||||||
Accounts
receivable and other assets
|
99,326 | 95,173 | ||||||
Consolidated
total assets
|
2,166,351 | 2,041,321 |
4.
|
Intangible
Assets
|
December
31, 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 | (68,895 | ) | 55,355 | 124,250 | (57,825 | ) | 66,425 |
December
31, 2007
$
|
December
31, 2006
$
|
|||||||
Voyage
and vessel
|
26,015 | 29,825 | ||||||
Interest
|
10,932 | 6,717 | ||||||
Payroll
and benefits
|
1,517 | 6,445 | ||||||
38,464 | 42,987 |
6.
|
Long-Term
Debt
|
December
31, 2007
$
|
December
31, 2006
$
|
|||||||
U.S.
Dollar-denominated Revolving Credit Facilities due through
2017
|
1,205,808 | 1,080,000 | ||||||
U.S.
Dollar-denominated Term Loans due through
2017
|
311,659 | 223,352 | ||||||
1,517,467 | 1,303,352 | |||||||
Less
current
portion
|
64,060 | 17,656 | ||||||
Total
|
1,453,407 | 1,285,696 |
8.
|
Fair
Value of Financial Instruments
|
December
31, 2007
|
December
31, 2006
|
|||||||||||||||
Carrying
Amount
$
|
Fair
Value
$
|
Carrying
Amount
$
|
Fair
Value
$
|
|||||||||||||
Cash
and cash
equivalents
|
121,224 | 121,224 | 113,986 | 113,986 | ||||||||||||
Advances
to (from) affiliate (note
10v)
|
796 | 796 | (16,951 | ) | (16,951 | ) | ||||||||||
Long-term
debt
|
(1,517,467 | ) | (1,517,467 | ) | (1,303,352 | ) | (1,303,352 | ) | ||||||||
Derivative
instruments(1)
(note
11)
|
||||||||||||||||
Interest
rate swap
agreements
|
(20,050 | ) | (20,050 | ) | 22,440 | 22,440 | ||||||||||
Foreign
currency
contracts
|
1,122 | 1,122 | - | - |
(1)
|
The
Partnership transacts all of its derivative instruments through
investment-grade rated financial institutions and requires no collateral
from these institutions.
|
Year Ended December 31,
2006
|
||||||||||||||||
Year
Ended December 31,
2007
$
|
January
1
to
December
18,
2006
$
|
December
19
to
December
31,
2006
$
|
Year
Ended December 31,
2005
$
|
|||||||||||||
Volatile
organic compound emissions plant lease income
|
10,960 | 11,037 | 408 | 11,001 | ||||||||||||
Miscellaneous
|
(557 | ) | (2,677 | ) | (99 | ) | (1,910 | ) | ||||||||
Other
income – net
|
10,403 | 8,360 | 309 | 9,091 |
10.
|
Related
Party Transactions
|
|
a.
|
During
2005, rate-effected income tax losses of $1.2 million that were
generated by the Predecessor’s Norwegian subsidiaries were transferred to
the Norwegian subsidiaries of Teekay Corporation. The transfer of these
income tax losses was accounted for as an equity
distribution.
|
|
b.
|
During
2005, the Predecessor sold the Dania Spirit, a 2000-built
liquid petroleum gas carrier, to a subsidiary of Teekay Corporation for
$18.0 million. The resulting $3.1 million loss on sale has been
accounted for as an equity
distribution.
|
|
c.
|
On
July 1, 2006, the Predecessor sold Navion Shipping Ltd. to a subsidiary of
Teekay Corporation for $53.7 million. The resulting gain on sale of $18.5
million was accounted for as an equity contribution by Teekay Corporation.
|
|
d.
|
During
2006, the Predecessor paid $11.9 million to Teekay Corporation for it to
assume the time-charter contract for one of the Predecessor’s in-chartered
shuttle tankers, the Borga. The resulting
$11.9 million loss on sale was accounted for as an equity distribution to
Teekay Corporation.
|
|
e.
|
In
2006, prior to the Offering, the Predecessor sold to Teekay Corporation
certain subsidiaries and fixed assets for $64.7 million. The
resulting $23.3 million gain on sale was accounted for as an equity
contribution by Teekay Corporation.
|
|
f.
|
Prior
to the Offering, the Predecessor settled its Norwegian Kroner-denominated
demand promissory note of 1.1 billion Norwegian Kroner ($166.3 million)
and its Australian Dollar-denominated demand promissory note of 25.5
million Australian Dollars ($19.2 million) owing to Teekay Corporation.
Interest expense incurred on these demand promissory notes for the period
prior to the Offering (January 1 to December 18, 2006) and for the year
ended December 31, 2005 were $12.9 million and $14.8 million,
respectively.
|
|
g.
|
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 conventional crude oil tankers from Teekay Corporation.
Immediately preceding the Offering, this interest-bearing loan was sold to
OPCO. The interest expense incurred on this loan prior to its sale to OPCO
was $14.2 million.
|
|
h.
|
OPCO’s
shuttle tankers, which are typically employed on long-term time-charters,
previously were employed on short-term time charters with a subsidiary of
Teekay Corporation when there were periods between the ending of one
long-term time-charter and the beginning of another long-term
time-charter. Pursuant to these short-term time-charters, OPCO earned
voyage revenues of $1.2 million during the year ended December 31,
2005.
|
|
i.
|
On
October 1, 2006, OPCO entered into time-charter contracts for its nine
Aframax conventional tankers with a subsidiary of Teekay Corporation at
then-prevailing 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
adds the approximate amounts of these expenses to the daily hire rate.
Pursuant to these time-charter contracts, OPCO earned voyage revenues of
$128.4 million and $22.3 million for the year ended December 31, 2007 and
the three months ended December 31, 2006,
respectively.
|
|
j.
|
One
of OPCO’s FSO units and one of OPCO’s conventional tankers were employed
on short-term bareboat charters with a subsidiary of Teekay Corporation
during the last half of 2006. Pursuant to these charter contracts, OPCO
earned voyage revenues of $3.4 million revenues during the last half of
2006.
|
|
k.
|
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, OPCO earned voyage revenues of $14.2
million and $3.6 million during the year ended December 31, 2007 and the
three months ended December 31, 2006,
respectively.
|
|
l.
|
Two
of OPCO’s FSO units were employed on long-term bareboat charters with a
subsidiary of Teekay Corporation. Pursuant to these charter contracts,
OPCO earned voyage revenues of $12.0 million, $10.2 million and
$10.8 million during the years ended December 31, 2007, 2006 and
2005, respectively.
|
|
m.
|
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 the Teekay Corporation subsidiary with ship
management services. During the year ended December 31, 2007
and the three months ended December 31, 2006, OPCO earned management fees
of $3.3 million and $0.5 million, respectively, under the
agreement.
|
|
n.
|
Eight
of OPCO’S Aframax conventional oil tankers and two FSO units were managed
by subsidiaries of Teekay Corporation. Pursuant to the associated
management services agreements, OPCO incurred general and administrative
expenses of $4.4 million, $5.4 million and $5.4 million during the
years ended December 31, 2007, 2006, and 2005,
respectively.
|
|
o.
|
The
Partnership, OPCO and certain of OPCO’s operating subsidiaries have
entered into services agreements with certain subsidiaries of Teekay
Corporation in connection with the initial public offering, pursuant to
which Teekay Corporation subsidiaries provide the Partnership, OPCO and
its operating subsidiaries with administrative, advisory and technical
services and ship management services. During the year ended December 31,
2007 and the period from December 19, 2006 to December 31, 2006, the
Partnership incurred $52.7 million and $0.3 million, respectively, of
these costs. Prior to the Offering, the shore-based staff who provided
these services to the Predecessor were transferred to a subsidiary of
Teekay Corporation.
|
|
p.
|
Pursuant
to the Partnership's partnership agreement, 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 year ended December 31, 2007, the Partnership incurred $0.8
million of these costs
|
|
q.
|
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 liquefied natural gas carriers, oil tankers, shuttle tankers,
FSO units and floating production, storage and offloading units.
|
|
r.
|
In
July 2007, the Partnership acquired interests in two double-hull shuttle
tankers from Teekay Corporation for a total cost of $159.1 million,
including assumption of debt of $93.7 million and the related interest
rate swap. The Partnership acquired Teekay Corporation's 100% interest in
the 2000-built Navion Bergen and its 50%
interest in the 2006-built Navion Gothenburg,
together with their respective 13-year, fixed-rate bareboat charters to
Petroleo Brasileiro S.A. The purchases were financed with one of the
Partnership’s existing Revolvers and the assumption of debt. The excess of
the proceeds paid by the Partnership over Teekay Corporation’s historical
cost was accounted for as an equity distribution to Teekay Corporation of
$27.8 million.
|
|
s.
|
In
October 2007, the Partnership acquired from Teekay Corporation an FSO
unit, the Dampier
Spirit, along with its 7-year fixed-rate time-charter to Apache
Corporation for a total cost
of $30.3 million. The purchase was financed with one of the Partnership’s
existing Revolvers. The excess of the proceeds paid by the Partnership
over Teekay Corporation’s historical cost was accounted for as an equity
distribution to Teekay Corporation of $13.9
million.
|
|
t.
|
In
December 2007, Teekay Corporation contributed a $65.6 million, nine-year,
4.98% interest rate swap (used to hedge the debt assumed in the purchase
of the Navion
Bergen) having a fair value liability of $2.6 million (Note 11), to
the Partnership for no
consideration.
|
|
u.
|
In
December 2007, Teekay Corporation agreed to reimburse OPCO for certain
costs relating to events which occurred prior to the Offering, totalling
$4.8 million, including the settlement of a customer dispute in respect of
vessels delivered prior to the Offering and other costs. This amount is
included in other current assets.
|
|
v.
|
At
December 31, 2007 and 2006, advances to and from affiliates
totaled $0.8 million and $17.0 million, respectively. Advances to and
from affiliates are non-interest bearing and unsecured. The balance
as at December 31, 2007 is included in other current
assets.
|
11.
|
Derivative
Instruments and Hedging Activities
|
Contract
amount in
|
Average
|
Expected
maturity
|
||||||||||||||
foreign
currency
|
forward
rate
|
2008
|
2009
|
|||||||||||||
(millions)
|
(in
millions of U.S. Dollars)
|
|||||||||||||||
Norwegian
Kroner
|
255.7 | 5.64 | - | $ | 45.4 | |||||||||||
Australian
Dollar
|
5.0 | 1.25 | $ | 4.0 | - | |||||||||||
Singapore
Dollar
|
4.1 | 1.44 | $ | 2.9 | - | |||||||||||
Euro
|
4.0 | 0.68 | $ | 5.8 | - |
Interest
Rate
Index
|
Principal
Amount
$
|
Fair
Value /
Carrying
Amount
of
Liability
$
|
Weighted-
Average
Remaining
Term
(years)
|
Fixed
Interest
Rate
(%)(1)
|
|
U.S.
Dollar-denominated interest rate swaps
|
LIBOR
|
935,000
|
(8,374)
|
6.5
|
4.7
|
U.S.
Dollar-denominated interest rate swaps(2)
(3)
|
LIBOR
|
414,373
|
(11,676)
|
13.3
|
5.0
|
(1) | Excludes the margin the Partnership pays on its variable-rate debt, which as at December 31, 2007, ranged from 0.50% and 0.80%. |
(2) | Principal amount reduces quarterly or semiannually. |
(3)
|
Included
in the principal amount and fair value of the interest rate swaps is $65.6
million and ($2.9) million, respectively, related to the portion of the
derivative instrument that the Partnership has not designated as a cash
flow hedge.
|
12.
|
Income
Taxes
|
December
31,
2007
$
|
December
31,
2006
$
|
|||||||
Deferred
tax liabilities:
|
||||||||
Vessels and equipment
|
84,077 | 58,824 | ||||||
Goodwill and intangible assets
|
266 | - | ||||||
Long-term debt
|
94,071 | 35,854 | ||||||
Total
deferred tax liabilities
|
178,414 | 94,678 | ||||||
Deferred
tax assets:
|
||||||||
Goodwill and intangible assets
|
- | 368 | ||||||
Provisions
|
1,012 | 1,012 | ||||||
Tax losses carried forward (1)
|
101,696 | 21,715 | ||||||
Total
deferred tax assets
|
102,708 | 23,095 | ||||||
Net
deferred tax liabilities
|
75,706 | 71,583 | ||||||
Current portion
|
- | - | ||||||
Long-term
portion of net deferred tax liabilities
|
75,706 | 71,583 |
Year Ended December 31,
2006
|
||||||||||||||||
Year
Ended
December
31,
2007
$
|
January
1
to
December
18,
2006
$
|
December
19
to
December
31,
2006
$
|
Year
Ended
December
31,
2005
$
|
|||||||||||||
Current
|
- | (176 | ) | (7 | ) | (3,546 | ) | |||||||||
Deferred
|
10,924 | (2,496 | ) | (92 | ) | 17,419 | ||||||||||
Income
tax recovery (expense)
|
10,924 | (2,672 | ) | (99 | ) | 13,873 |
Year Ended December 31,
2006
|
||||||||||||||||
Year
Ended
December
31,
2007
%
|
January
1
to
December
18,
2006
%
|
December
19
to
December
31,
2006
%
|
Year
Ended
December
31,
2005
%
|
|||||||||||||
Actual
income tax provision (credit) rate
|
(16.2 | ) | (8.9 | ) | 2.9 | (19.6 | ) | |||||||||
Income
not subject to income taxes
|
44.2 | 36.9 | 25.1 | 47.6 | ||||||||||||
Applicable
statutory income tax provision rate
|
28.0 | 28.0 | 28.0 | 28.0 |
13.
|
Commitments
and Contingencies
|
a)
|
The
changes in non-cash working capital items related to operating activities
for the years ended December 31, 2007, 2006 and 2005 are as
follows:
|
Year
Ended
December
31,
2007
$
|
Year
Ended
December
31,
2006
$
|
Year
Ended
December
31,
2005
$
|
||||||||||
Accounts
receivable
|
(15,808 | ) | 3,214 | 13,129 | ||||||||
Prepaid
expenses and other
assets
|
(1,842 | ) | 4,134 | (17,471 | ) | |||||||
Accounts
payable and accrued
liabilities
|
(4,521 | ) | 2,098 | 5,429 | ||||||||
Advances
(to) from
affiliate
|
(9,417 | ) | 31,281 | 21,864 | ||||||||
(31,588 | ) | 40,727 | 22,951 |
b)
|
Cash
interest paid during the years ended December 31, 2007, 2006 and 2005
totaled $73.9 million, $44.0 million and $38.1 million,
respectively.
|
c)
|
No
taxes were paid for the years ended December 31, 2007 and December 31,
2006. Taxes paid during the year ended December 31, 2005 totaled $6.5
million.
|
15.
|
Vessel Sales and Write-downs on
Vessels and Equipment
|
|
a)
|
Vessel
Sales
|
|
b)
|
Equipment Writedowns
|
16.
|
Net
Income (Loss) Per Unit
|
17.
|
Valuation
and Qualifying Accounts
|
Balance
at beginning
of
year
$
|
Balance
at end
of
year
$
|
|||||||
Allowance
for bad debts:
|
||||||||
Year
ended December 31, 2006
|
987 | 401 | ||||||
Year
ended December 31, 2007
|
401 | - | ||||||
Restructuring
cost accrual:
|
||||||||
Year
ended December 31, 2006
|
955 | 71 | ||||||
Year
ended December 31, 2007
|
71 | - |
|
The
following is a list of Teekay Offshore Partners L.P.'s significant
subsidiaries as at December 31,
2007:
|
Name of Significant
Subsidiary
|
State
or
Jurisdiction of
Incorporation
|
Proportion
of
Ownership
Interest
|
||||
TEEKAY
AUSTRALIA OFFSHORE HOLDINGS PTY LTD.
|
AUSTRALIA
|
100 | % | |||
NAVION
BERGEN L.L.C.
|
MARSHALL
ISLANDS
|
100 | % | |||
NAVION
GOTHENBURG L.L.C.
|
MARSHALL
ISLANDS
|
50 | % | |||
NAVION
OFFSHORE LOADING AS.
|
NORWAY
|
26 | % | |||
NORSK
TEEKAY AS.
|
NORWAY
|
26 | % | |||
NORSK
TEEKAY HOLDINGS LTD.
|
MARSHALL
ISLANDS
|
26 | % | |||
TEEKAY
EUROPEAN HOLDINGS S.A.R.L.
|
LUXEMBOURG
|
26 | % | |||
TEEKAY
NAVION OFFSHORE LOADING PTE. LTD.
|
SINGAPORE
|
26 | % | |||
TEEKAY
NETHERLANDS EUROPEAN HOLDINGS BV.
|
NETHERLANDS
|
26 | % | |||
TEEKAY
NORDIC HOLDINGS INC.
|
MARSHALL
ISLANDS
|
26 | % | |||
TEEKAY
NORWAY AS.
|
NORWAY
|
26 | % | |||
TEEKAY
OFFSHORE OPERATING L.P.
|
MARSHALL
ISLANDS
|
26 | % | |||
UGLAND
NORDIC SHIPPING AS.
|
NORWAY
|
26 | % |
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of
the Registrant as of, and for, the periods presented in this
report;
|
|
4.
|
I
and the Registrant's other certifying officer (which is also myself) are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant's most recent
fiscal quarter (the fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the Registrant’s internal control over financial reporting;
and
|
|
5.
|
I
and the Registrant's other certifying officer (which is also myself) have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant’s auditors and the audit committee
of the board of directors of the Registrant's general partner (or persons
performing the equivalent
functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant’s internal control
over financial reporting.
|
Dated: April
11, 2008
|
By:
/s/ Peter
Evensen
Peter Evensen
Chief Executive
Officer
|
|
1.
|
I
have reviewed this Annual Report on Form 20-F of Teekay Offshore Partners,
L.P. (the
"Registrant");
|
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this
report;
|
|
4.
|
I
and the Registrant's other certifying officer (which is also myself) are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the Registrant and
have:
|
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the Registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
|
b)
|
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
|
c)
|
Evaluated
the effectiveness of the Registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
|
d)
|
Disclosed
in this report any change in the Registrant’s internal control over
financial reporting that occurred during the Registrant's most recent
fiscal quarter (the fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially
affect, the Registrant’s internal control over financial reporting;
and
|
|
5.
|
I
and the Registrant's other certifying officer (which is also myself) have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the Registrant’s auditors and the audit committee
of the board of directors of the Registrant's general partner (or persons
performing the equivalent
functions):
|
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the Registrant's ability to record,
process, summarize and report financial information;
and
|
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Registrant’s internal control
over financial reporting.
|
Dated: April
11, 2008
|
By:
/s/ Peter
Evensen
Peter Evensen
Chief Financial
Officer
|
|
EXHIBIT
13.1
|
(1)
|
The
Form 20-F fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and
|
(2)
|
The
information contained in the Form 20-F fairly presents, in all material
respects, the financial condition and results of operations of the
Partnership.
|
Vancouver,
Canada
April 11,
2008
|
/s/ ERNST
& YOUNG LLP
Chartered
Accountants
|
Vancouver,
Canada
March 12, 2008
|
/s/
Ernst & Young LLP
Chartered
Accountants
|
As
at
December
31,
2007
$
|
||||
ASSETS
|
||||
Current
Cash
and cash equivalents (note
6)
|
121,506 | |||
Accounts
receivable, net of allowance for doubtful accounts of $nil
|
42,245 | |||
Net
investment in direct financing leases – current
|
22,268 | |||
Prepaid
expenses
|
34,219 | |||
Other
current assets (notes
9f)
|
8,613 | |||
Total
current assets
|
228,851 | |||
Vessels and equipment
(note
6)
At
cost, less accumulated depreciation of $674,722
|
1,662,865 | |||
Net
investment in direct financing leases
|
78,199 | |||
Other
assets
|
14,423 | |||
Intangible
assets – net (note
4)
|
55,355 | |||
Goodwill
- shuttle tanker segment
|
127,113 | |||
Total
assets
|
2,166,806 | |||
LIABILITIES
AND MEMBER’S EQUITY
|
||||
Current
Accounts
payable
|
12,076 | |||
Accrued
liabilities (note
5)
|
38,464 | |||
Current
portion of long-term debt (note
6)
|
64,060 | |||
Total
current liabilities
|
114,600 | |||
Long-term
debt (note
6)
|
1,453,407 | |||
Deferred
income taxes (note
11)
|
75,706 | |||
Other
long-term liabilities (note
10)
|
50,024 | |||
Total
liabilities
|
1,693,737 | |||
Commitments
and contingencies (notes
7, 9 and 12)
|
||||
Non-controlling
interest
|
470,995 | |||
Member’s
equity
|
||||
Member’s
equity
|
2,181 | |||
Accumulated
other comprehensive loss
|
(107 | ) | ||
Total
member’s equity
|
2,074 | |||
Total
liabilities and member’s equity
|
2,166,806 |
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 notes and redemption of 1.05 million common units from
Teekay Corporation
|
155,169 | |||
$ | 169,050 |
December
31, 2007
$
|
||||
Shuttle
tanker
segment
|
1,559,261 | |||
Conventional
tanker
segment
|
255,460 | |||
FSO
segment
|
131,080 | |||
Cash
and cash
equivalents
|
121,506 | |||
Accounts
receivable and other
assets
|
99,499 | |||
Consolidated
total
assets
|
2,166,806 |
4.
|
Intangible
Assets
|
December
31, 2007
|
||||
Weighted-
Average
Amortization
Period
(years)
|
Gross
Carrying
Amount
$
|
Accumulated
Amortization
$
|
Net
C
arrying
Amount
$
|
|
Contracts
of
affreightment
|
10.2
|
124,250
|
(68,895)
|
55,355
|
December
31, 2007
$
|
||||
Voyage
and
vessel
|
26,015 | |||
Interest
|
10,932 | |||
Payroll
and
benefits
|
1,517 | |||
38,464 |
6.
|
Long-Term
Debt
|
December
31, 2007
$
|
||||
U.S.
Dollar-denominated Revolving Credit Facilities due through
2017
|
1,205,808 | |||
U.S.
Dollar-denominated Term Loans due through
2017
|
311,659 | |||
1,517,467 | ||||
Less
current
portion
|
64,060 | |||
Total
|
1,453,407 |
8.
|
Fair
Value of Financial Instruments
|
December
31, 2007
|
||||||||
Carrying
Amount
$
|
Fair
Value
$
|
|||||||
Cash
and cash
equivalents
|
121,506 | 121,506 | ||||||
Advances
to (from) affiliate (note
10v)
|
969 | 969 | ||||||
Long-term
debt
|
(1,517,467 | ) | (1,517,467 | ) | ||||
Derivative
instruments(1)
(note
11)
|
||||||||
Interest
rate swap
agreements
|
(20,050 | ) | (20,050 | ) | ||||
Foreign
currency
contracts
|
1,122 | 1,122 |
(1)
|
The
Partnership transacts all of its derivative instruments through
investment-grade rated financial institutions and requires no collateral
from these institutions.
|
9.
|
Related
Party Transactions
|
|
a.
|
The
Partnership has entered into an omnibus agreement with Teekay Corporation,
Teekay LNG Partners L.P. 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 liquefied
natural gas carriers, oil tankers, shuttle tankers, FSO units and floating
production, storage and offloading
units.
|
|
b.
|
In
July 2007, the Partnership acquired interests in two double-hull shuttle
tankers from Teekay Corporation for a total cost of $159.1 million,
including assumption of debt of $93.7 million and the related interest
rate swap. The Partnership acquired Teekay Corporation's 100% interest in
the 2000-built Navion Bergen and its 50%
interest in the 2006-built Navion Gothenburg,
together with their respective 13-year, fixed-rate bareboat charters to
Petroleo Brasileiro S.A. The purchases were financed with one of the
Partnership’s existing Revolvers and the assumption of
debt.
|
|
c.
|
In
October 2007, the Partnership acquired from Teekay Corporation an FSO
unit, the Dampier
Spirit, along with its 7-year fixed-rate time-charter to Apache
Corporation for a total cost
of $30.3 million. The purchase was financed with one of the Partnership’s
existing Revolvers.
|
|
d.
|
In
December 2007, Teekay Corporation contributed a $65.6 million, nine-year,
4.98% interest rate swap (used to hedge the debt assumed in the purchase
of the Navion
Bergen) having a fair value liability of $2.6 million (Note 10), to
the Partnership for no
consideration.
|
|
e.
|
In
December 2007, Teekay Corporation agreed to reimburse OPCO for certain
costs relating to events which occurred prior to the Offering, totalling
$4.8 million, including the settlement of a customer dispute in respect of
vessels delivered prior to the Offering and other costs. This amount is
included in other current assets.
|
|
f.
|
At
December 31, 2007, advances to affiliates totaled $1.0 million.
Advances to affiliates are non-interest bearing and unsecured.
This amount is included in other current
assets.
|
10.
|
Derivative
Instruments and Hedging Activities
|
Contract
amount in
|
Average
|
Expected
maturity
|
||||||||||||||
foreign
currency
|
forward
rate
|
2008
|
2009
|
|||||||||||||
(millions)
|
(in
millions of U.S. Dollars)
|
|||||||||||||||
Norwegian
Kroner
|
255.7 | 5.64 | - | $ | 45.4 | |||||||||||
Australian
Dollar
|
5.0 | 1.25 | $ | 4.0 | - | |||||||||||
Singapore
Dollar
|
4.1 | 1.44 | $ | 2.9 | - | |||||||||||
Euro
|
4.0 | 0.68 | $ | 5.8 | - |
Interest
Rate
Index
|
Principal
Amount
$
|
Fair
Value /
Carrying
Amount
of
Liability
$
|
Weighted-
Average
Remaining
Term
(years)
|
Fixed
Interest
Rate
(%)
(1)
|
|
U.S.
Dollar-denominated interest rate swaps
|
LIBOR
|
935,000
|
(8,374)
|
6.5
|
4.7
|
U.S.
Dollar-denominated interest rate swaps(2)
(3)
|
LIBOR
|
414,373
|
(11,676)
|
13.3
|
5.0
|
(1) | Excludes the margin the Partnership pays on its variable-rate debt, which as at December 31, 2007, ranged from 0.50% and 0.80%. |
(2) | Principal amount reduces quarterly or semiannually. |
(3)
|
Included
in the principal amount and fair value of the interest rate swaps is $65.6
million and ($2.9) million, respectively, related to the portion of the
derivative instrument that the Partnership has not designated as a cash
flow hedge.
|
11.
|
Income
Taxes
|
December
31,
2007
$
|
||||
Deferred
tax liabilities:
|
||||
Vessels and
equipment
|
84,077 | |||
Goodwill and intangible
assets
|
266 | |||
Long-term
debt
|
94,071 | |||
Total
deferred tax liabilities
|
178,414 | |||
Deferred
tax assets:
|
||||
Provisions
|
1,012 | |||
Tax losses carried forward (1)
|
101,696 | |||
Total
deferred tax
assets
|
102,708 | |||
Net
deferred tax
liabilities
|
75,706 | |||
Current
portion
|
- | |||
Long-term
portion of net deferred tax
liabilities
|
75,706 |
12.
|
Commitments
and Contingencies
|
13.
|
Valuation
and Qualifying Accounts
|
Balance
at beginning
of
year
$
|
Balance
at end
of
year
$
|
|||||||
Allowance
for bad debts:
|
||||||||
Year
ended December 31, 2007
|
401 | - | ||||||
Restructuring
cost accrual:
|
||||||||
Year
ended December 31, 2007
|
71 | - |
14.
|
Supplemental
information
|
Teekay
Offshore G.P. L.L.C.
Stand-alone
|
Consolidation
of Teekay Offshore Partners L.P.
|
Teekay
Offshore G.P. L.L.C.
Consolidated
|
||||||||||
ASSETS
|
||||||||||||
Current
Cash
and cash equivalents
|
282 | 121,224 | 121,506 | |||||||||
Accounts
receivable, net of allowance for doubtful accounts of $nil
|
- | 42,245 | 42,245 | |||||||||
Net
investment in direct financing leases – current
|
- | 22,268 | 22,268 | |||||||||
Prepaid
expenses
|
- | 34,219 | 34,219 | |||||||||
Other
current assets
|
173 | 8,440 | 8,613 | |||||||||
Total
current assets
|
455 | 228,396 | 228,851 | |||||||||
Vessels and
equipment
At
cost, less accumulated depreciation of $693,338
|
- | 1,662,865 | 1,662,865 | |||||||||
Net
investment in direct financing leases
|
- | 78,199 | 78,199 | |||||||||
Other
assets
|
3,046 | 11,377 | 14,423 | |||||||||
Intangible
assets – net
|
- | 55,355 | 55,355 | |||||||||
Goodwill
- shuttle tanker segment
|
- | 127,113 | 127,113 | |||||||||
Total
assets
|
3,501 | 2,163,305 | 2,166,806 | |||||||||
LIABILITIES
AND MEMBER’S/PARTNERS’ EQUITY
|
||||||||||||
Current
Accounts
payable
|
- | 12,076 | 12,076 | |||||||||
Accrued
liabilities
|
- | 38,464 | 38,464 | |||||||||
Current
portion of long-term debt
|
- | 64,060 | 64,060 | |||||||||
Total
current liabilities
|
- | 114,600 | 114,600 | |||||||||
Long-term
debt
|
- | 1,453,407 | 1,453,407 | |||||||||
Deferred
income taxes
|
- | 75,706 | 75,706 | |||||||||
Other
long-term liabilities
|
- | 50,024 | 50,024 | |||||||||
Total
liabilities
|
- | 1,693,737 | 1,693,737 | |||||||||
Non-controlling
interest
|
- | 470,995 | 470,995 | |||||||||
Member’s/Partners’
equity
|
||||||||||||
Member’s/Partners’
equity
|
3,501 | (1,320 | ) | 2,181 | ||||||||
Accumulated
other comprehensive loss
|
- | (107 | ) | (107 | ) | |||||||
Total
member’s/partners’ equity
|
3,501 | (1,427 | ) | 2,074 | ||||||||
Total
liabilities and member’s/partners’ equity
|
3,501 | 2,163,305 | 2,166,806 |